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February 29, 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
February 28, 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.
Defined terms used here have the same meaning as in your proxy
statement.
DFAN14A Filed February 28, 2024
Press Release Dated February 28, 2024
1. We note your assertion
that the cooperation agreement "does not require Elliott to retain
equity ownership in the
Company" and Elliott is not "required to maintain an equity
ownership position in
the Company." However, Section 6 of the cooperation agreement
requires Elliott to
maintain a net long position of at least 1.0% in the Company's
outstanding common
stock. Please revise by issuing corrective disclosure in a new press
release, 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
Theodore B. Miller, Jr.
Boots Parallel 1, LP
February 29, 2024
Page 2
202-551-3263.
FirstName LastNameTheodore B. Miller, Jr. Sincerely,
Comapany NameBoots Parallel 1, LP
Division of Corporation Finance
February 29, 2024 Page 2 Office of Mergers & Acquisitions
FirstName LastName