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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DI VISION OF
CORPORATI ON FI NANCE
June 7, 2021
By E-Mail
Peter D. Fetzer, Esq.
Foley & Lardner LLP
777 East Wisconsin Avenue
Suite 3800
Milwaukee, Wisconsin 53202
Re: CIM Commercial Trust Corporation
Preliminary Proxy Statement on Schedule 14A filed by
Lionbridge Capital I,
LP, Lionbridge Capital, LP, Lionbridge Capital GP, LLC,
Lionbridge GP,
LLC, Lionbridge Asset Management, LLC, Gregory Morillo, The
Ravenswood Investment Company L.P., Ravenswood Investments
III, L.P.,
Ravenswood Management Company, LLC, Robotti & Company
Advisors,
LLC, Robotti Securities, LLC, Robotti & Company,
Incorporated, Robert E.
Robotti, Thomas D. Ferguson, Mark C. Gelnaw, Raymond V.
Marino II,
John S. Moran, and Winthrop Realty Partners, L.P.
Filed May 25, 2021
File No. 001-13610
Soliciting Materials filed pursuant to Rule 14a-12 on May
25, 2021
Filed by Lionbridge Capital I, LP et. al.
File No. 001-13610
Dear Mr. Fetzer:
We have reviewed the above-captioned filings, and have the following
comments. Some
of our comments may ask for additional information so that we may better
understand the
disclosure.
Please respond to this letter by amending the filings and/or by
providing the requested
information. After reviewing any amendment to the filings and any information
provided in
reply to these comments, we may have additional comments. If you do not
believe our
comments apply to your facts and circumstances, and/or do not believe an
amendment is
appropriate, please tell us why in a written response.
After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.
Peter D. Fetzer, Esq.
Foley & Lardner LLP
June 7, 2021
Page 2
Preliminary Proxy Statement
1. Please disclose whether the election of your nominees would result in a
change of control
of the company under any agreements the company has entered into and
quantify the
effect of such change of control.
Cover Page
2. Please revise this page to highlight to security holders that they will
be disenfranchised
with respect to two board seats if they return your proxy card. Also,
revise your proxy
card to include this information.
Why you were sent this proxy statement, page 2
3. We note you state certain persons may be deemed participants in
your solicitation.
Please revise to remove doubt from the statement.
Proposal No. 1. Election of Directors, page 9
4. Please revise Mr. Marino s biography to describe his business
experience during the past
five years.
Additional Information, page 23
5. Please revise the second sentence in this section avoid disclaiming
responsibility for your
own disclosure.
Soliciting Materials
6. Please refer to the press release. Provide us with supplemental support
for the statistics
cited for Winthrop s past and current REIT work.
7. You must avoid issuing statements that directly or indirectly impugn the
character,
integrity or personal reputation or make charges of illegal, improper or
immoral conduct
without factual foundation. Provide us supplementally, or disclose, the
factual foundation
for the following statements. Refer to Rule 14a-9. With a view toward
revised future
disclosure, please provide us with support for your stated beliefs.
After years of value destruction and blatant disregard for
good corporate
governance and the best interests of the Company s
stockholders, including the
current Board s self-serving decision to delay the Annual
Meeting without
explanation
In our view, the Company s current directors, who bear
responsibility for
overseeing CMCT s persistent underperformance and long history
of weak
governance, have repeatedly demonstrated that they are not
capable and/or willing
Peter D. Fetzer, Esq.
Foley & Lardner LLP
June 7, 2021
Page 3
to conduct a credible and fully independent strategic review
process, especially
when the outcome involves serious conflicts of interest for CIM
management and
many of its Board members.
8. 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. Provide support for the following
statements:
The statement by Mr. Ashner: I have rarely seen a cost
structure or pattern of
governance more injurious to stockholders than the present
situation at
CMCT. The overhead consumed is grossly out of line for a
portfolio of this size
and concentration.
Your belief that a bloated cost structure, and
excessively generous service
agreements that benefit the Company's external operator and
administrative
services provider...
9. Please provide us supplemental support for your disclosure that Walker
and Dunlop have
provided you with a highly confident letter relating to the company s
financing.
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 me at (202) 551-3619.
Sincerely,
/s/ Daniel F.
Duchovny
Daniel F.
Duchovny
Special Counsel
Office of Mergers
and Acquisitions