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United States securities and exchange commission logo
May 3, 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.
DFAN14A Filed May
1, 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 comment.
Please respond to this comment by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have
additional comments. All
defined terms used herein have the same meaning as in your soliciting
materials.
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
Theodore B. Miller, Jr.
Boots Capital Management, LLC
May 3, 2024
Page 2
for each opinion or belief that the filing persons express. See Note
(b) to Rule 14a-9.
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
May 3, 2024 Page 2 Office of
Mergers & Acquisitions
FirstName LastName