SEC Comment Letter for INNOVATE Corp. (VATE) (CIK 0001006837) (VATE) — Apr 7, 2020
INNOVATE Corp. (VATE) (CIK 0001006837)
Date: April 7, 2020 · CIK: 0001006837 · Accession: 0000000000-20-002994
AI Filing Summary & Sentiment
Letter
April 6 , 2020 Via E -mail Richard J. Grossman , Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York , New York 10001 -8602
Re: HC2 Holdings, Inc. Definitive Additional Material s on Schedule 14A Filed April 6, 2020 File No. 1-35210
Dear M r. Grossman :
We have reviewed the filing above and have the following comment .
1. Disclosure indicates that “Percy Rockdale is attempting to take cont rol of your company without paying you an appropriate control premium ” and that “…Percy Rockdale has chosen to pursue [a]…consent solicitation …as a means to take full control of the Company without providing you an appropriate control premium. ” The reference to a control premium suggests that Percy Rockdale is attempting to acquire shar e capital as opposed to exercising stockholder rights to seek written consents to remove the existing board and elect a new slate of directors. We are unaware of any legal requirement that obligates a non -management party to pay a control premium , or any proxy or consent solicitation undertaken in compliance with Section 14(a) and corresponding Regulation 14A in which a person soliciting proxies or written consents paid a cont rol premium or made another payment to security holders , in exchange for a vote or consent in favor of its candidates. Please refrain from creating the impression that a payment is legally or otherwise required in light of the Rule 14a -9 proscription against omissio ns of material fact necessary to make the statements made in light of the circumstances under which they are made not false or misleading .
* * *
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.
Richard J. Grossman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP April 6, 2020 Page 2
Please contact me at (202) 551-3444 with any questions.
Sincerely,
/s/ Perry J. Hindin
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April 6 , 2020 Via E -mail Richard J. Grossman , Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York , New York 10001 -8602 Re: HC2 Holdings, Inc. Definitive Additional Material s on Schedule 14A Filed April 6, 2020 File No. 1-35210 Dear M r. Grossman : We have reviewed the filing above and have the following comment . 1. Disclosure indicates that “Percy Rockdale is attempting to take cont rol of your company without paying you an appropriate control premium ” and that “…Percy Rockdale has chosen to pursue [a]…consent solicitation …as a means to take full control of the Company without providing you an appropriate control premium. ” The reference to a control premium suggests that Percy Rockdale is attempting to acquire shar e capital as opposed to exercising stockholder rights to seek written consents to remove the existing board and elect a new slate of directors. We are unaware of any legal requirement that obligates a non -management party to pay a control premium , or any proxy or consent solicitation undertaken in compliance with Section 14(a) and corresponding Regulation 14A in which a person soliciting proxies or written consents paid a cont rol premium or made another payment to security holders , in exchange for a vote or consent in favor of its candidates. Please refrain from creating the impression that a payment is legally or otherwise required in light of the Rule 14a -9 proscription against omissio ns of material fact necessary to make the statements made in light of the circumstances under which they are made not false or misleading . * * * 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. Richard J. Grossman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP April 6, 2020 Page 2 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