SEC Comment Letter for VAALCO ENERGY (EGY) — Dec 3, 2015
VAALCO ENERGY INC /DE/ (EGY) (CIK 0000894627)
Date: Dec. 3, 2015 · CIK: 0000894627 · Accession: 0000000000-15-056378
AI Filing Summary & Sentiment
Reasoning
Letter
December 3 , 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 . Revised Preliminary Proxy Statement on Schedule 14A Filed December 2 , 2015 by Group 42, Inc. et al. File No. 001 -32167
Dear Mr. Bell :
We have reviewed your filing and have the following comments.
The VAALCO Board Ignored Shareholder Input …, page 15
1. We note the response to prior comment 8. We continue to question whether it is appropriate to characterize an increase of approximately 40.2% to 46.3% as “nearly double .” A doubling would appear to constitute an i ncrease of 100%. Please advise .
Form of Consent
2. We note the re sponse to prior comment 9 and clarify the comment. The instruction advises security holders to write in the names of persons that the security holder does not wish removed, but, at the time the security holder executes the consent, the security holder mig ht not know the names of those future directors . Please revise.
You may contact me at (202) 551 -3503 if you have any questions .
Sincerely,
/s/ David L. Orlic
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December 3 , 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 . Revised Preliminary Proxy Statement on Schedule 14A Filed December 2 , 2015 by Group 42, Inc. et al. File No. 001 -32167 Dear Mr. Bell : We have reviewed your filing and have the following comments. The VAALCO Board Ignored Shareholder Input …, page 15 1. We note the response to prior comment 8. We continue to question whether it is appropriate to characterize an increase of approximately 40.2% to 46.3% as “nearly double .” A doubling would appear to constitute an i ncrease of 100%. Please advise . Form of Consent 2. We note the re sponse to prior comment 9 and clarify the comment. The instruction advises security holders to write in the names of persons that the security holder does not wish removed, but, at the time the security holder executes the consent, the security holder mig ht not know the names of those future directors . Please revise. You may contact me at (202) 551 -3503 if you have any questions . Sincerely, /s/ David L. Orlic David L. Orlic Special Counsel Office of Mergers and Acquisitions Mr. Paul A. Bell Group 42, Inc. December 3 , 2015 Page 2 cc: Via E-mail Aneliya S. Crawford , Esq. Olshan Frome Wolosky LLP