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
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.
FirstName LastNameTheodore B. Miller, Jr. Sincerely,
Comapany NameBoots Parallel 1, LP
Division of
Corporation Finance
March 5, 2024 Page 2 Office of Mergers
& Acquisitions
FirstName LastName