SEC Comment Letter for INNOVATE Corp. (VATE) (CIK 0001006837) (VATE) — Apr 9, 2020
INNOVATE Corp. (VATE) (CIK 0001006837)
Date: April 9, 2020 · CIK: 0001006837 · Accession: 0000000000-20-003092
AI Filing Summary & Sentiment
Letter
April 9 , 2020 Christopher P. Davis Kleinberg, Kaplan, Wolff & Cohen, P.C. 500 Fifth Avenue New York, NY 10110
Re: HC2 Holdings, Inc. Schedule 13D Amendment No. 2 filed by Percy Rockdale LLC, MG Capital Management Ltd. et al. Filed April 6 , 2020 File No. 005-47735
Dear M r. Davis :
We have reviewed the filing above and have the following comment.
1. We note that notwithstanding that Percy Rockdale and its affiliates filed its preliminary consent statement on March 13, 2020, Percy Rockdale and its affiliates did not disclose this development in an amended Schedule 13D amendment until April 6, 2020. Please advise why the timing of such filing is consistent with Percy Rockdal e’s obligations under Exchange Act Rule 13d -2(a) to promptly file a material change in the facts set forth in the initial Schedule 13D filed on January 27, 2020 as amended by Amendment No.1 to the Schedule 13D filed on February 18, 2020 . We note that neit her the initial Schedule 13D nor the first amendment made any reference to a consent solicitation.
* * *
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, commen ts, action or absence of action by the staff.
Please contact me at (202) 551 -3444 with any questions.
Sincerely,
/s/ Perry J. Hindin
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April 9 , 2020 Christopher P. Davis Kleinberg, Kaplan, Wolff & Cohen, P.C. 500 Fifth Avenue New York, NY 10110 Re: HC2 Holdings, Inc. Schedule 13D Amendment No. 2 filed by Percy Rockdale LLC, MG Capital Management Ltd. et al. Filed April 6 , 2020 File No. 005-47735 Dear M r. Davis : We have reviewed the filing above and have the following comment. 1. We note that notwithstanding that Percy Rockdale and its affiliates filed its preliminary consent statement on March 13, 2020, Percy Rockdale and its affiliates did not disclose this development in an amended Schedule 13D amendment until April 6, 2020. Please advise why the timing of such filing is consistent with Percy Rockdal e’s obligations under Exchange Act Rule 13d -2(a) to promptly file a material change in the facts set forth in the initial Schedule 13D filed on January 27, 2020 as amended by Amendment No.1 to the Schedule 13D filed on February 18, 2020 . We note that neit her the initial Schedule 13D nor the first amendment made any reference to a consent solicitation. * * * We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, commen ts, 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