Correspondence 0001104659-24-057549 from Boots Parallel 1, LP (CIK 0002001389)
Boots Parallel 1, LP (CIK 0002001389)
Date: May 6, 2024 · CIK: 0002001389 · Accession: 0001104659-24-057549
AI Filing Summary & Sentiment
File numbers found in text: 001-16441
Referenced dates: May 3, 2024
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CORRESP
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May 6, 2024
Christina Chalk, Senior Special Counsel
Shane Callaghan, Special Counsel
Division of Corporation Finance
Office of Mergers & Acquisitions
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Boots Capital Management, LLC
Crown Castle Inc. (the “Company”)
DFAN14A Filed May 1, 2024 (the “DFAN14A”)
Filed by Boots Parallel 1, LP
et. al. (“Boots”)
File No. 001-16441
Dear Ms. Chalk and Mr. Callaghan:
I am writing on behalf of
Boots in response to the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions of the Securities and
Exchange Commission (the “Commission”) set forth in the letter dated May 3, 2024 (the “Comment Letter”).
We appreciate the opportunity
to respond to the Comment Letter. For your convenience, the comment of the Staff is set forth below in italics, followed by the corresponding
response. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the DFAN14A.
DFAN14A Filed May 1, 2024
General Comments
1. Refer to the following statement on slide 12 of the ISS Presentation:
• "Contrary to Delaware Court directives, expanded
the Board in the late-stages of a proxy contest and subsequently reversed coursed following court scrutiny" (emphasis added).
Please do not use this or similar statements in future
soliciting materials without providing a proper factual foundation for the statement. In addition, as to matters for which Boots does
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 foundation. 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. See Note (b) to Rule 14a-9.
Boots respectfully acknowledges the
Staff’s comment and advises the Staff that in future soliciting materials Boots will provide a proper factual foundation for such
statements and will avoid making statements that go beyond the scope of what is reasonably supported by the factual foundation.
* * *
Stephen Fraidin Tel 212.504.6600 Mob 646.415.2333 Stephen.Fraidin@cwt.com
May 6, 2024
In connection with these responses
to the Staff’s Comment Letter, each of the filing persons acknowledged to me and I therefore acknowledge on their behalf that:
· each filing person is responsible for the adequacy and accuracy
of the disclosure in the filing;
· Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filing; and
· no filing person may assert Staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please do not hesitate to
contact me at 212-504-6600 or 646-415-2333 if there are any comments or questions concerning the foregoing or if I can be of assistance
in any way.
Sincerely,
/s/ Stephen Fraidin
Stephen Fraidin
Enclosure
cc: Theodore B. Miller, Jr.
Co-Managing Member
4M Management Partners, LLC
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