Published on November 20, 2019
November 20, 2019
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Re: Enzo Biochem, Inc.
Preliminary Proxy Statement on Schedule 14A filed by Harbert
Discovery
Fund GP, LLC, Harbert Discovery Co-Investment Fund I, LP et
al.
Filed November 15, 2019
File No. 1-09974
Soliciting Material filed pursuant to Exchange Act Rule 14a-12
filed by
Harbert Discovery Fund GP, LLC, Harbert Discovery
Co-Investment
Fund I, LP et al.
Filed September 17, 2019
File No. 1-09974
Dear Mr. Klein:
We have reviewed the filings above and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand the
disclosure.
Please respond to this letter by amending the filings or by providing
the requested
information. If you do not believe our comments apply to the participants'
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to the filings and the information you
provide in
response to this comment, we may have additional comments. All defined terms
used in this
letter have the same meaning as in the preliminary proxy statement unless
otherwise indicated.
Preliminary Proxy Statement
Proposal 2: Advisory Vote on the Company's Named Executive Officer
Compensation, page 8.
1. Please update the disclosure and the card to specify whether the
participants are voting
for or against Proposal 2.
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
November 20, 2019
Page 2
Where can I find additional information concerning Enzo?
2. Please advise us when the participants anticipate distributing their
proxy statement. Given
that reliance on Exchange Act Rule 14a-5(c) is impermissible at any time
before the
registrant distributes its proxy statement, the participants will accept
all legal risk in
connection with distributing the initial definitive proxy statement
without all required
disclosures and should undertake to subsequently provide any omitted
information in a
supplement in order to mitigate that risk.
Soliciting Material Filed on September 17, 2019 Pursuant to Exchange Act Rule
14a-12
3. Revise to clarify what is meant by the phrase "lifestyle business" and
provide support for
such meaning. Statements including this phrase on pages 1 and 5, without
greater clarity
as to their meaning, appear to impugn the character, integrity and
personal reputation of
the Board without adequate factual foundation. Please do not use these
or similar
statements in the proxy statement without providing a proper factual
foundation for the
statements. In addition, as to matters for which the filing persons do
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 for
each opinion or belief that the filing persons express. Please refer to
Note (b) to Rule
14a-9.
The Case for Change at Enzo, page 3
4. With a view towards disclosure, please explain the meaning of "equal
weight index" in
the Note at the bottom of page 3.
History of Overpromising and Underdelivering, page 3
5. Refer to the statement on page 5, "[w]e have identified dozens of
Company quotes
substantively similar to the above." Please provide support for this
statement.
The Opportunity at Enzo, page 5
6. Refer to the statement "...peers for the clinical services division and
life sciences division
trade for roughly 2.2x revenue and 6.5x revenue, respectively." With a
view towards
disclosure, please provide support for these financial metrics.
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
November 20, 2019
Page 3
Our Solution for Enzo, page 7
7. Refer to the statement "During [Mr. Clemen's] tenures, shareholders of
his past
companies saw annualized returns of 33.7% and 38.0%, respectively." With
a view
towards disclosure, please provide support for these claimed returns.
* * *
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 contact me at (202) 551-3444 with any questions.
Sincerely,
/s/ Perry J. Hindin
Perry J. Hindin
Special Counsel
Office of Mergers
and Acquisitions