The Company's Sponsor, directors, officers, advisors or their affiliates will only solicit holders to sell their shares of Quinpario Common Stock if such holders have elected to have their shares redeemed or otherwise informed the Company or its Sponsor, directors, officers, advisors or their respective affiliates of their intention to elect to have their shares redeemed in conjunction with the proxy solicitation. The purpose of these purchases would be to increase the likelihood of the satisfaction of the requirements that the holders of a majority of the Company's outstanding shares of common stock are voted in favor of the proposed business combination and the Company has $5,000,001 or more of net tangible assets upon consummation of the Business Combination where it appears that such requirements would not otherwise be met. The Company's Sponsor, directors, officers, advisors or their affiliates have not solicited any holder to sell their shares and do not currently intend to engage in any such solicitation. However, if they determine to do so in order to help ensure the above requirements are met, there is no limit on the number of stockholders that could be solicited, the number of shares that could be purchased, nor the price per share that could be offered, and it would be entirely within their discretion as to whether to make any purchases and on what terms. There is also no limit on the timing of these purchases and as previously indicated in our response to prior comment 4, purchases could be made at any time up until the vote on the proposed Business Combination. Nevertheless, the Proxy Statement disclosing the fact that the Company's Sponsor, directors, officers, advisors or their affiliates could make such purchases has been on file since March 28, 2014 so holders have had a significant amount of time to understand the potential for these purchases. To the extent purchases are made, all such purchases will be made in accordance with applicable law and the Company would report such purchases on a Current Report on Form 8-K. In addition, to the extent any purchaser is a Section 16 filer, such purchaser would be required to report the purchase on a Form 4.
* * * *
We would be pleased to answer any questions you may have with regard to the Company’s revised response to Comment 2 of the Staff Letter. Please direct any such questions to the undersigned by telephone at (212) 451-2252, by email at kschlesinger@olshanlaw.com or by facsimile at (212) 451-2222.
Thank you for your assistance.
| Sincerely, |
| |
| /s/ Kenneth A. Schlesinger |
| |
| Kenneth A. Schlesinger |
