SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 December 15, 2015

By E-Mail

Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022

Re: MYR Group  Inc.
Soliciting Materials filed pursuant to Rule 14a -12 on December 9 , 2015
Filed by Engine Ca pital Management , LLC , Engine Capital , L.P. , Engine Jet
    Capital , L.P. , Engine Airflow Capital , LP, Engine Investments , LLC ,
    Engine Investments  II, LLC , and Arnaud Ajdler
File No. 001-08325

Dear Mr. Freedman :

We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your f iling, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in you r response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Soliciting Materials filed December 9 , 2015
1. We note your disclosure that you believe the intrinsic value of the company’s commo n
stock is between $29 and $33 per share. The inclusion of valuations in proxy materials is
only appropriate and consonant with Rule 14a -9 when made in good faith and on a
reasonable basis. Valuation information must therefore be acco mpanied by disclosure
which facilitates securityholders’ understanding of the basis for and limitations of the
valuation information. Please provide us support for your assertion. Also, if you choose to
continue using similar language in your soliciting ma terials, you must include supporting
disclosure of the kind described in Exchange Act Release No. 16833  (May 23, 1980). In
addition, supplementally explain why your valuation is not so qualified and subject to
such material limitations and qualifications a s to ma ke its inclusion unreaso nable.

Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
Dece mber 15 , 2015
Page 2

 2. Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable f actual basis must exist for each such opinion or belief.  Support for opinions
or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis.   We note the following examples that must be supported:
 that your principals have significant experience investing in the engineering and
construction space, including being an active shareholder of Michael Baker
Corporation  and being part of the team that took Primoris and Hill International
public ;
 that private marke t transaction of specialty contractors  have taken place between
6x and 8x EBITDA over the last few years;
 that the Board ’s fiduciary duties make it incumbent upon it to initiate a strategic
review of all opportunities to unlock shareholder value;
 that the vast majority of the company ’s shareholders would support this course of
action;
 that the current M&A environment is robust . In th is respect, we note you do not
limit your disclosure to the company ’s industry;
 that the company has a suboptimal balance sheet;
 that Primoris, MasTec, Matrix Service Company, Pike Corporation and Isolux
Corsan are potential buyers of the company  and that t here is likely a large number
of interested parties ;
 that the acquisition of the company would allow a buyer to add “well north of
$100 million of EBITDA post -synergies. ” In this respect, we note that you made
this disclosure without clarifying which, if any, of the potential buyers named
would hav e a profile that would fit your opinion of the availability of $100
million of EBITDA synergies ; and,
 that the company ’s cost of equit y is 12 -14%.
3. While you advocate a sale of the company as one of the two strategic paths, you also
disclose that e ven if the company ’s sale might not fully value the company given its lo ng-
term prospects, a process of price -discovery would also be worthwhile. Please revise your
disclosure to expl ain whether engaging in such a price -discovery process would have any
benefits for or detriments to the company.
4. Please show us supplementally how you arrived at a company stock price of $44 within  3
years  and EBITDA higher than $150 million wit hin 3 years , which you disclose  are the
measures that would justify the company deciding not to sell itself .

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requi re.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
Dece mber 15 , 2015
Page 3

 In responding to our comments, please provide a written statement from the partic ipants
acknowledging that:

 the participants are responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with r espect to the filing; and

 the participants may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions