SEC Comment Letter 0000000000-24-002478 to CROWN CASTLE INC. (CCI)
CROWN CASTLE INC.
Date: March 5, 2024 · CIK: 0001051470 · Accession: 0000000000-24-002478
AI Filing Summary & Sentiment
File numbers found in text: 001-16441
Referenced dates: February 29, 2024
Letter
United States securities and exchange commission logo March 5, 2024 Theodore B. Miller, Jr. Co-Managing Member of 4M Management Partners, LLC Boots Parallel 1, LP c/o 4M Management Partners, LLC 7800 Washington Ave., Suite 700 Houston, TX 77007 Re:Boots Parallel 1, LP Crown Castle Inc. DFAN14A Filed March 4, 2024 Filed By Boots Parallel 1, LP et al. File No. 001-16441 Dear Theodore B. Miller: We have reviewed your filing and have the following comments. Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Defined terms used here have the same meaning as in your proxy statement. DFAN14A Filed March 4, 2024 General 1.We reissue in part prior comment 1 in our letter dated February 29, 2024. In future filings that state the cooperation agreement "does not require Elliott to maintain an equity position in the Company," please clarify that the cooperation agreement still requires Elliott to maintain economic exposure to the Company's common stock. 2.Avoid making statements that directly or indirectly impugn character, integrity or personal reputation or make charges concerning improper, illegal or immoral conduct without factual foundation. See Exchange Act Rule 14a-9. In future filings, avoid statements like the following without appropriate factual foundation:
•"Today’s rewrite of Crown Castle’s cooperation agreement with Elliott Management is a clear admission that the Board of Directors’ process was tainted and that it acted
FirstName LastNameTheodore B. Miller, Jr. Comapany NameBoots Parallel 1, LP March 5, 2024 Page 2 FirstName LastName Theodore B. Miller, Jr. Boots Parallel 1, LP March 5, 2024 Page 2 unlawfully” (emphasis added). •“By now recutting the fundamentally flawed cooperation agreement and conceding the opposite, these faithless fiduciaries have shredded any remaining credibility” (emphasis added). •“Shareholders have been abused by the Board’s actions, which continue to waste shareholder resources amid a disastrous era that has seen tens of billions of shareholder value destroyed.” 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 direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at 202-551-3263. Sincerely, Division of Corporation Finance Office of Mergers & Acquisitions
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United States securities and exchange commission logo
March 5, 2024
Theodore B. Miller, Jr.
Co-Managing Member of 4M Management Partners, LLC
Boots Parallel 1, LP
c/o 4M Management Partners, LLC
7800 Washington Ave., Suite 700
Houston, TX 77007
Re:Boots Parallel 1, LP
Crown Castle Inc.
DFAN14A Filed March 4, 2024
Filed By Boots Parallel 1, LP et al.
File No. 001-16441
Dear Theodore B. Miller:
We have reviewed your filing and have the following comments.
Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Defined terms used here have the same meaning as in your proxy statement.
DFAN14A Filed March 4, 2024
General
1.We reissue in part prior comment 1 in our letter dated February 29, 2024. In future filings
that state the cooperation agreement "does not require Elliott to maintain an equity
position in the Company," please clarify that the cooperation agreement still requires
Elliott to maintain economic exposure to the Company's common stock.
2.Avoid making statements that directly or indirectly impugn character, integrity or personal
reputation or make charges concerning improper, illegal or immoral conduct without
factual foundation. See Exchange Act Rule 14a-9. In future filings, avoid statements like
the following without appropriate factual foundation:
•"Today’s rewrite of Crown Castle’s cooperation agreement with Elliott Management
is a clear admission that the Board of Directors’ process was tainted and that it acted
FirstName LastNameTheodore B. Miller, Jr.
Comapany NameBoots Parallel 1, LP
March 5, 2024 Page 2
FirstName LastName
Theodore B. Miller, Jr.
Boots Parallel 1, LP
March 5, 2024
Page 2
unlawfully” (emphasis added).
•“By now recutting the fundamentally flawed cooperation agreement and conceding
the opposite, these faithless fiduciaries have shredded any remaining credibility”
(emphasis added).
•“Shareholders have been abused by the Board’s actions, which continue to waste
shareholder resources amid a disastrous era that has seen tens of billions of
shareholder value destroyed.”
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 direct any questions to Shane Callaghan at 202-551-6977 or Christina Chalk at
202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions