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Published on June 25, 2020
GS ACQUISITION HOLDINGS CORP II
200 West Street
New York, New York 10022
June 25, 2020
VIA EMAIL & EDGAR
Stacie Gorman
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | GS Acquisition Holdings Corp II (the Company) |
| Registration Statement on Form S-1 (Registration No. 333-239096) |
Dear Ms. Gorman:
Pursuant to Rule 461(a) of the General Rules and Regulations under the Securities Act of 1933, as amended, we respectfully request that the effective date of the Companys Registration Statement on Form S-1 (File No. 333-239096) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C. time on June 29, 2020 or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to Gregg Noel of Skadden, Arps, Slate, Meagher & Flom LLP at (213) 687-5234 and that such effectiveness also be confirmed in writing.
| Very truly yours,
GS Acquisition Holdings Corp II |
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| By: | /s/ Tom Knott |
|
| Name: | Tom Knott | |
| Title:: | Chief Executive Officer, Chief Financial Officer and Secretary | |
| cc: | Skadden, Arps, Slate, Meagher & Flom LLP |
Gregg Noel
| cc: | Ropes & Gray LLP |
Paul D. Tropp and Christopher J. Capuzzi