CORRESP 1 filename1.htm


March 16, 2021

VIA EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Sonia Bednarowski

Re:
Longview Acquisition Corp. II
Registration Statement on Form S-1
Filed January 29, 2021, as amended
File No. 333-252594

Dear Ms. Bednarowski:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for themselves and the several underwriters, hereby join in the request of Longview Acquisition Corp. II that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on March 18, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advise that as of the date hereof, approximately 850 copies of the Preliminary Prospectus dated March 1, 2021 are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

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Very truly yours,
     
 
UBS Securities LLC
     
 
By:
/s/ Thomas Schadewald
   
Name: Thomas Schadewald
   
Title: Director
     
 
By:
/s/ John Delgado
   
Name: John Delgado
   
Title: Associate Director
     
 
Cowen and Company, LLC
     
 
By:
/s/ Chris Weekes
   
Name: Chris Weekes
   
Title: Managing Director
     
 
As representatives of the several Underwriters









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