SecProbe.io

March 1 9, 2020

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
500 Fifth Avenue
New York, NY 10110

Re: HC2 Holdings, Inc.
Preliminary Consent Statement on Schedule 14A filed by Percy Rockdale
LLC, MG Capital Management Ltd. et al.
Filed March 13, 2020
File No. 1-35210

Dear M r. Davis :

We have reviewed the filing  above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing  or by providing the requested
information.  If you do not bel ieve our comments apply to the participants’  facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing s and the information you provide in
response to this comment, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary consent statement  unless otherwise indicated.

Preliminary Consent  Statement

1. Disclosure on page 6 indicates that “[i]f fewer than six directors are removed pursuant to
the Removal Proposal and there are more Nominees receiving the requisite number of
consents to fill vacancies pursuant to the Election Proposal than the number of such
resulting vacancies, then such vacancies will be filled by plurality vote...”  Sections 3 an d
4 of Article II of the Company’s Fourth Amended and Restated By -Laws provide that
vacancies  caused by the removal of a director “shall be filled by the affirmative vote of a
majority of directors then in office.” In addition, it is our understanding that  pursuant to
section 228 of the Delaware General  Corporation Law and Article I, Section 9 of the By -
Laws, the Participating Stockholders’ director nominees would need the affirmative
consent of the holders  of a majority of the shares entitled to vote to be ap pointed to the
Company’s board of directors.   Please provide support for the statement that any
vacancies on the Board resulting from the consent solicitation can be filled by plurality

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
March 1 9, 2020
Page 2

 vote or revise the disclosure to reflect that the Board will have the power to fill any such
vacancies in  the event that less than six directors are removed.

Reasons for the Solicitation, page 16

2. Disclosure on page 12 states that “… the Company’s stockholders can no longer afford to
trust that Mr. Falcone, or the current Board that has tacitly endorsed his misdeeds , will
look after their best interests ” (emphasis added).  Disclosure on page 16 states refers to
Mr. Falcone as “run[ing]  roughshod over his fellow directors  by interfering with the
Board’s oversight of him .”   Such s tatements appear to impugn  the character, integrity
and personal reputation of Mr. Falcone and the Board without adequate factual
foundation.  Please do not use these or similar statements in the proxy statement without
providing a proper factual foundation for the statements.  In addition, as to matters for
which the filing persons  do have a proper factual foundation, please avoid making
statements about those matters that go beyond the scope of what is reasonably supported
by the factual foundati on.  Please note that characterizing a statement as one’s opinion or
belief does not eliminate the need to provide a proper factual foundation for the
statement; there must be a reasonable basis for each opinion or belief that the filing
persons express.  Please refer to Note (b) to Rule 14a -9.

We Are Deeply Concerned That Mr. Falcone…Failed to Close the  Significant Ga p, page 17

3. With a view towards disclosure, please indicate the valuation date used for the B.B. Riley
FBR report, if not February 10, 2020 and the trading price for the Company’s shares on
such date.

We Are… Concerned with the Composition and Qualification of the Current Board , page 18

4. Disclosure following this caption states that “Lead Independent Director, Robert V.
Leffler, Jr….lacks any  stated expertise in construction, insurance, energy, marine
services, and other business segments of relevance to HC2.”   The Company’s  lead
independent director is Wayne Barr, Jr.   It is our understanding that Mr. Barr has
extensive experience in the telec ommunications and technologies industries .  Please
revise or advise.

5. The first sentence of this section criticizes the “incumbent directors” but only discusses
two of them.  Please either expand the discussion to further support the allegations in the
first sentence or revise accordingly.

Proposal 3 – The Election Proposal, page 23

6. Disclosure in this section states that “[b]ased on a review of the agreements disclosed in
the Company’s …Annual Report …, the Company’s most recent quarterly repor t…and the
Company’s… Form 8 -K filed on or after the date of the Annual Report,  we do not believe

Christopher P. Davis
Kleinberg, Kaplan, Wolff & Cohen, P.C.
March 1 9, 2020
Page 3

 there would be any material consequences that would occur under any agreements should
our Nominees be  elected to the Board.”  It is our understanding that the change of c ontrol
provisions contained in the Certificates of Designation for the Company’s Preferred
Stock, filed as Exhibits 4.4 and 4.13 to the Company’s annual  report on Form 10 -K filed
on March 12, 2019, would require the Company to offer to redeem the outstandi ng shares
of Preferred Stock at the  option of the holders if the Participating Stockholders replace  a
majority of the Company’s directors , and further, that the cost to do so would be
approximately $25 million .  Please advise us of the basis for concluding  that such
expense is not a material consequence or revise the proxy statement to disclose this
information.

7. In addition, disclosure in this section indicates that a change in control of the Board “may
trigger change in control provisions or payments…in  the Company’s employment and/or
severance agreements with its named  executive officers and, potentially, certain equity
plans,” but such changes would not cause any “material consequences.”  With a view
towards disclosure, please provide support for the c onclusion that these change in control
provisions or payments would  not be material.

Incorporation by Reference, page 33

8. Please advise us when the Participating Stockholders anticipate distributing the consent
statement. Given that reliance on Exchange A ct Rule 14a -5(c) is impermissible at any
time before the registrant distributes its proxy statement, Participating Stockholders will
accept all legal risk in connection with distributing the initial definitive consent statement
without all required disclos ures and should undertake to subsequently provide any
omitted information in a supplement in order to mitigate that risk.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions