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United States securities and exchange commission logo
April 19, 2022
Andrew Freedman
Olshan From Wolosky LLP
1325 Avenue of the Americas
New York, NY
10019
Re: Turtle Beach Corp
Preliminary Proxy
Statement filed April 14, 2022
Filed by The
Donerail Group LP, et al.
File No. 001-35465
Dear Mr. Freedman:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
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.
Preliminary Proxy Statement
Cover Page
1. We note your statement
that securityholders can only participate in the meeting if they
have a white proxy card
with a control number. Please revise your disclosure to state that
a control number may
also be found on the company's proxy card. Additionally, revise
your disclosure to
state that securityholders must pre-register to attend the meeting.
Background of the Solicitation, page 6
2. Please revise this
section to describe all communications with the company, including any
discussion of
settlement terms.
3. Revise the June 21,
2021 entry to explain your reference to Mr. Stark s personal
motivation.
Andrew Freedman
FirstName LastNameAndrew
1325 Avenue of the Americas Freedman
Comapany
April Name1325 Avenue of the Americas
19, 2022
April 219, 2022 Page 2
Page
FirstName LastName
Reasons for the Solicitation, page 9
4. Each statement or assertion of opinion or belief must be clearly
characterized as such, and
a reasonable factual basis must exist for each such opinion or belief.
Support for opinions
or beliefs should be self-evident, disclosed in the proxy statement or
provided to the staff
on a supplemental basis. Please provide support for your assertions
that the company has
experienced "dismal operating results, poor capital allocation."
Proposal No. 1. Election of Directors, page 15
5. Refer to the penultimate paragraph on page 20. Please tell us, with a
view toward revised
disclosure, whether the company's incorporation in Nevada is relevant
in analyzing the
board's obligations in approving your slate of nominees. Also, if the
applicable law is
Delaware law, revise your disclosure to clarify whether the board
would violate its
fiduciary duties in the event it does not approve your slate of
nominees in all
circumstances.
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 Daniel Duchovny at 202-551-3619.
Sincerely,
Division of
Corporation Finance
Office of
Mergers & Acquisitions