SecProbe.io

November 13 , 2015

Via E-mail
Mr. Paul A. Bell
President and Chief Executive Officer
Group 42, Inc.
312 Pearl Parkwa y, CIA Building II
San Antonio, Texas 78215

Re: VAALCO Energy, Inc .
Preliminary Proxy Statement on Schedule 14A
Filed November  6, 2015  by Group 42, Inc.  et al.
File No.  001-32167

Dear Mr. Bell :

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 better understand your
disclosure.

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

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

General

1. Please revise to ensure that all charts and footnotes are legible.

2. Please characterize the following statements, and all similar statements, as your belief.
We have not included page references because your filing does not include page
numb ers.

 “The VAALCO management team continues to make severe operational missteps ”
 “the Board has sought to insulate itself and management from accountability to
shareholders ”
 “the extreme and shareholder -unfriendly step of adopting a 10% -trigger poison pill ”
 “the ways in which the Board has failed stockholders ”

Mr. Paul A. Bell
Group 42, Inc.
November 13 , 2015
Page 2
  “that will ensure our collective best interests a re being looked after”
 “Replacing the current majority of the Board with our Group 42 Nominees will give
us the best chance of turning around the Comp any’s serial underperformance.”
 “We can no longer afford to trust that the current Board will  look after our best
interests.”
 “severe and unchecked missteps”
 “THE BOARD’S ABYSMAL CORPROATE [sic] GOVERNANCE PRACTICES
AND MISALIGNED INTERESTS ”
 “Clearly, the Board ignored the voice of the VAALCO shareholders in an attempt to
prevent us from effecting the change we believe ne cessary to improve the Company.”

3. Please provide support for the following assertions:

 “the Company has spent $99 million on failed e xploration since 2012”
 “We do not believe the current Board has been acting in the best interests of the
stockholders in the sale process. ”
 “The Company has a history of excessive exploration risk without proper hedging ”
 “VAALCO’s management has actually increased their guidance for top -range capex
guidance for 2015 f rom $75 million to $85 million.”
 “FAILURE TO HOLD MANAGEMENT ACCOUNTABLE ”

Cover page

4. We note statements that the board’s interests are not fully -aligned with the interests of all
shareholder s, because the board members own very little stock. We note that your
nominees also own very little stock.  Please clarify.

Background  to the Solicitation

5. Please disclose whether, on August 5, 2015, representatives of Group 42 urged the
company to commence a tender offer.

How Many Consents Must Be Received in Order to Adopt the Proposals?

6. We note the statement that Proposal 5 is conditioned on Proposal 2.  Please clarify
whether Proposal 5 is also conditioned on Proposal 3.

G&A Expenses Are Too High and Continue to Rise

7. We note your disclosure that the company has failed to announce any specific plans to
actually cut G&A costs . We note a similar statement in the next section regarding  capital
expenditures.  Please update this disclosure in light  of recent statements by the company.

Mr. Paul A. Bell
Group 42, Inc.
November 13 , 2015
Page 3
 Proposal No. 5 – The Election Proposal

8. Please clarify the sentence stating “ Mr. Guidry would be entitled to approximately
1,724,822 as a result of the acceleration of incentive awards. ”

9. We note the statement that, i f any of your nominees is unable or unwilling to serve , you
may designate other nominee or nominees.  Please make thi s consistent with
Rule  14a-4(c)(5).  Also, given that there is no meeting date, please confirm that should
you lawfully identify or nominat e substitute nominees sufficiently in advance of the
deadline for submitting consents, y ou will file an amended consent solicitation statement
that (1) identifies the substitute nominees, (2) discloses whether such nominees have
consented to being named in  the revised consent solicitation statement and to serve if
elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with
respect to such nominees.

Stockholder Proposals for the Next Annual Meeting

10. We note that the information  that you have included relating to Rule 14a -5(e) does not
appear to be the most recent information available.  Also, y ou appear to be omitting
certain other information from your consent solicitation statement in reliance on
Rule  14a-5(c).  If so, please make a clear reference to the particular document containing
such information.

Information Concerning the Company

11. We note the statement that the Group 42 -BLR Group does not take any responsibility for
the accuracy or completeness of the company informati on included in the consent
solicitation statement.  Please revise to remove this disclaimer.

Consent card

12. Please provide “against” boxes instead of “withhold consent” boxes.  See Rule 14a -4(b)
and instruction 2 thereto.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicab le Exchange Act rules require.  Since the filing persons are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of t he
disclosures they have made.

In responding to our comments, please provide  a written statement from each filing
person acknowle dging that:

Mr. Paul A. Bell
Group 42, Inc.
November 13 , 2015
Page 4
  the filing person is 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 respect to the f iling; and

 the filing person  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.

You may contact me at (202) 551 -3503 if you have any questions reg arding our
comments .

Sincerely,

/s/ David L. Orlic

David L. Orlic
Special Counsel
Office of Mergers and Acquisitions

cc: Via E-mail
Aneliya S. Crawford , Esq.
Olshan Frome Wolosky LLP