SEC Comment Letter for INNOVATE Corp. (VATE) (CIK 0001006837) (VATE) — Apr 27, 2020
INNOVATE Corp. (VATE) (CIK 0001006837)
Date: April 27, 2020 · CIK: 0001006837 · Accession: 0000000000-20-003599
AI Filing Summary & Sentiment
Letter
April 27, 2020 Christopher P. Davis Kleinberg, Kaplan, Wolff & Cohen, P.C. 500 Fifth Avenue New York, NY 10110
Re: HC2 Holdings, Inc. Definitive Additional Material s on Schedule 14A filed by Percy Rockdale LLC, MG Capital Management Ltd. et al. Filed April 13, 20, 21 and 23 , 2020 File No. 005-35210
Dear M r. Davis :
We have reviewed the filing s above and have the following comment.
1. Disclosure in th ese filings include s statement s indicating that Percy Rockdale’s slate of nominees has a strategy for “delivering stockholders ~$9 or more per share in value.” Valuation claims included in proxy materials “[are] only appropriate and consonant with Rule 14a -9 under the Securities Exchang e Act of 1934 when made in good faith and on a reasonable basis and where accompanied by disclosure which facilitates shareholders’ understanding of the basis for and the limitations on the projected realizable values.” Refer to the text accompanying foot note 2 in Exchange Act Release No. 16833 (May 23, 1980). Please provide us with the basis for such estimate including any assumptions, qualifications or limitations . Please also include in future filings making similar claims disclosure that assists shareholders’ understanding of the basis for and the limitations on the projected “~$9 or more per share in value .” Please note that while the disclosure on slide 66 of the April 13 filing is helpful, it does not specifically tie to the $9 per share figure.
* * *
Christopher P. Davis Kleinberg, Kaplan, Wolff & Cohen, P.C. April 27, 2020 Page 2
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
Show Raw Text
April 27, 2020 Christopher P. Davis Kleinberg, Kaplan, Wolff & Cohen, P.C. 500 Fifth Avenue New York, NY 10110 Re: HC2 Holdings, Inc. Definitive Additional Material s on Schedule 14A filed by Percy Rockdale LLC, MG Capital Management Ltd. et al. Filed April 13, 20, 21 and 23 , 2020 File No. 005-35210 Dear M r. Davis : We have reviewed the filing s above and have the following comment. 1. Disclosure in th ese filings include s statement s indicating that Percy Rockdale’s slate of nominees has a strategy for “delivering stockholders ~$9 or more per share in value.” Valuation claims included in proxy materials “[are] only appropriate and consonant with Rule 14a -9 under the Securities Exchang e Act of 1934 when made in good faith and on a reasonable basis and where accompanied by disclosure which facilitates shareholders’ understanding of the basis for and the limitations on the projected realizable values.” Refer to the text accompanying foot note 2 in Exchange Act Release No. 16833 (May 23, 1980). Please provide us with the basis for such estimate including any assumptions, qualifications or limitations . Please also include in future filings making similar claims disclosure that assists shareholders’ understanding of the basis for and the limitations on the projected “~$9 or more per share in value .” Please note that while the disclosure on slide 66 of the April 13 filing is helpful, it does not specifically tie to the $9 per share figure. * * * Christopher P. Davis Kleinberg, Kaplan, Wolff & Cohen, P.C. April 27, 2020 Page 2 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