United States securities and exchange commission logo
April 5, 2024
Theodore B. Miller, Jr.
President
Boots Capital Management, LLC
7800 Washington Ave., Suite 700
Houston, TX 77007
Re: Boots Capital
Management, LLC
Crown Castle Inc.
PREC14A and DFAN14A
Filed March 28, 2024
Filed By Boots
Parallel 1, LP et al.
File No. 001-16441
Dear Theodore B. Miller:
We have reviewed your
filings 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.
All defined terms used herein have the same meaning as in your proxy
statement.
DFAN14A Filed March 28, 2024
General Comments
1. In future filings,
please recharacterize and provide support for the following opinion:
Notably, Boots
Capital believes that Crown Castle s Board has irreparably breached the
trust of shareholders
and thrown governance to the wind as evidenced by . . . failing to
disclose to
shareholders the Delaware Chancery Court s mandate to provide the Boots
Capital team advance
notice of any material decision involving its CEO search or Fiber
sale process
(emphasis added).
PREC14A Filed March 28, 2024
General Comments, page 1
2. Please fill in the
blanks throughout the Proxy Statement, including the names of the
Unopposed Company
Nominees. Information that is subject to change may be bracketed.
Theodore B. Miller, Jr.
FirstName LastNameTheodore B. Miller, Jr.
Boots Capital Management, LLC
Comapany
April NameBoots Capital Management, LLC
5, 2024
April 25, 2024 Page 2
Page
FirstName LastName
3. We note the following statements in the Proxy Statement:
For several years, Crown Castle has lagged behind its peers
in terms of operational
metrics and financial performance. (shareholder letter)
The Company s stock price has performed worse than its
direct peers during the 15-
year, 10-year, 5-year, 3-year, 2-year and 1-year periods prior to
January 1, 2024.
(page 19)
[T]he Company has underperformed its peers over all relevant
time periods in the
last fifteen years. (page 19)
Please provide support for these factual assertions in a revised proxy
statement. Your
revised disclosure should identify the peers referenced and the
metrics used to compare
the Company's performance with those peers.
4. We note the disclosure on pages 7 and 39 of the Proxy Statement that
some of the Boots
Parties entered into confidentiality agreements with certain
"Strategic Parties" who "were
engaged either as potential investors in the Boots Funds or identified
as potential bidders
and financing sources in a transaction involving the fiber assets of
the Company . . . ." We
further note the disclosure on page 19 of the Proxy Statement to the
effect that Mr. Miller
formed Boots Capital as an investment vehicle to acquire interests in
the Company's
Common Stock. In your response letter, please explain why the
Strategic Parties are not
participants in this solicitation based on the definition set forth in
Instruction 3(a) to Items
4 and 5 of Schedule 14A.
5. To avoid stockholder confusion, please consider reordering the
proposals in the Proxy
Statement and on the preliminary proxy card to mirror the way they are
presented in the
Company s proxy statement.
6. On the preliminary proxy card and on page 32 of the Proxy Statement,
you indicate how a
properly executed GOLD proxy card will be voted in the absence of
specific
instructions. Please revise to clarify whether you are describing
an entirely unmarked,
but signed GOLD proxy card, or one that is signed and marked as to
other matters but not
marked as to the particular proposal addressed.
7. On the preliminary proxy card, we note that the Bylaw Proposal and the
Auditor Proposal
are bolded and preceded by "Proposal 2" and "Proposal 3,"
respectively, whereas the
Nomination Proposal (Proposal 1) and the Compensation Proposal
(Proposal 4) are not.
Please revise the preliminary proxy card to present the Proposals
consistently.
Background of the Solicitation, page 7
8. On page 11 of the Proxy Statement, you discuss the presentation of the
Boots Strategic
Plan to the Board on January 30, 2024. If true, please disclose that
the presented Boots
Strategic Plan included the reimbursement of expenses incurred by the
Boots Parties in
connection with the plan.
Theodore B. Miller, Jr.
FirstName LastNameTheodore B. Miller, Jr.
Boots Capital Management, LLC
Comapany
April NameBoots Capital Management, LLC
5, 2024
April 35, 2024 Page 3
Page
FirstName LastName
9. On page 13 of the Proxy Statement, you define the Motion to
Expedite and the Status
Quo Motion. Please further expand these definitions and related
disclosure to explain the
purpose of these motions. For example, your revised disclosure should
include why Mr.
Miller and Boots Capital argued that their claims should be litigated
on an expedited basis
and what status quo they sought to maintain while the claims are
litigated.
10. On page 15 of the Proxy Statement, you describe a hearing on March 8,
2024 before Vice
Chancellor Laster regarding the First Motion to Vacate Expedition and
the Status Quo
Motion. Following the hearing, you state that the Motion to Expedite
was granted with
respect to the Recommendation Provision and the Unocal claims. Please
revise this
description to indicate the outcome of the Status Quo Motion.
11. See comment 1 above. At the hearing on March 8, 2024, you state that
"Vice Chancellor
Laster instructed the Company to give Mr. Miller and Boots sufficient
advance notice to
seek the court s intervention should it hire a new CEO or sell the
Fiber unit." Please revise
to recharacterize and provide support for this opinion.
Interests in the Solicitation, page 24
12. On page 25 of the Proxy Statement, under the heading Arrangements
among the
Participants, you mention management fees received by 4M Management
Partners and
4M Investments under the IMA and Staff and Services Agreement,
respectively. Please
revise the description of the IMA and Staff and Services Agreement to
further describe the
management fees specified by each of these agreements, quantifying
those fees and the
percentages used to calculate the fees to the extent practicable.
Proposal Two - Bylaw Proposal, page 29
13. On page 29 of the Proxy Statement, there appears to be a typo which
may cause
stockholder confusion: The Stockholders are being asked to adopt
the Bylaw Proposal,
which would repeal any provision of, or amendment to, the Bylaws that
the Board without
the approval of the Stockholders has subsequent December 19, 2023,
which is the date of
the most recent publicly available amendment to the Bylaws, and up to
and including the
date of the 2024 Annual Meeting (emphasis added). Please revise.
Voting and Proxy Procedures, page 32
14. On page 33 of the Proxy Statement, under the heading 'Quorum;
Abstentions and Broker
Non-Votes; No Discretionary Voting,' please revise to disclose the
effect of broker non-
votes as to each matter being voted upon at the Annual Meeting. See
Item 21(b) of
Schedule 14A.
15. At the bottom of page 34 of the Proxy Statement, you indicate that
record holders of the
Common Stock can vote their shares by completing the GOLD proxy card
or by
instructing us by telephone or via the Internet as to how you would
like your shares of
Common Stock voted (instructions are on your GOLD universal proxy
card). The
Theodore B. Miller, Jr.
Boots Capital Management, LLC
April 5, 2024
Page 4
preliminary proxy card does not appear to provide record holders of
the Common Stock
with instructions on how to vote by telephone or via the Internet.
Please revise 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 Shane Callaghan at 202-551-6977 or
Christina Chalk at
202-551-3263.
FirstName LastNameTheodore B. Miller, Jr. Sincerely,
Comapany NameBoots Capital Management, LLC
Division of
Corporation Finance
April 5, 2024 Page 4 Office of
Mergers & Acquisitions
FirstName LastName