United States securities and exchange commission logo
April 8, 2024
Gavriel Kahane
Managing Partner
Arkhouse Management Co. LP
106 W 56th Street, 17th Floor
New York, NY 10019
Re: Arkhouse Management
Co. LP
Macy's, Inc.
PRRN14A filed by
Arkhouse Management Co. LP et al.
Filed April 2, 2024
File No. 001-13536
Dear Gavriel Kahane:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
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.
Amendment No. 1 to Preliminary Proxy Statement filed on Schedule 14A
General
1. We note your response
to prior comment 11. Please note that the comment also applies to
the form of proxy,
which still refers to the address of the Commission's electronic filing
system.
2. Refer to comment 6 in
our prior letter and your response. We continue to believe that the
names of the Opposed
and Other Company Nominees must be included in a revised
preliminary proxy
statement. Please identify those individuals in a revised preliminary
filing.
Background to this Solicitation, page 4
3. Refer to your
disclosure about the execution of the Confidentiality Agreement on March
Gavriel Kahane
Arkhouse Management Co. LP
April 8, 2024
Page 2
19, 2024. It has come to our attention that in connection with the
execution of that
agreement, the Company made due diligence materials available for your
review in
accordance with the Confidentiality Agreement, which materials have
been accessed by
your representatives. Please revise your disclosure accordingly, or
advise.
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 Brian Soares at 202-551-3690 or Christina
Chalk at 202-
551-3263.
FirstName LastNameGavriel Kahane Sincerely,
Comapany NameArkhouse Management Co. LP
Division of
Corporation Finance
April 8, 2024 Page 2 Office of Mergers &
Acquisitions
FirstName LastName