United States securities and exchange commission logo
September 16, 2022
Andrew Nussbaum
Member
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Re: Pzena Investment
Management, Inc.
Schedule 13E-3
filed August 22, 2022
Filed by PIM, LLC
et al.
SEC File No.
5-83243
PREM14A filed
August 22, 2002
SEC File No.
1-33761
Dear Mr. Nussbaum:
We have reviewed your filings 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.
All defined terms used here have the same meaning as in the proxy
statement filed on August 22,
2002.
Schedule 13E-3 filed August 22, 2022
General
1. Please advise
supplementally why you have not included Mr. Richard Pzena as a filer on
the Schedule 13E-3. We
note that he is Chairman, CEO, founder and the largest
shareholder of Pzena
Investment Management, LLC and also a control person of PIM,
LLC. Alternatively,
revise the Schedule 13E-3 to add him as a filer and to include all
of the information
required by the Schedule in the proxy statement.
2. We note the disclosure
in the proxy statement that PIM, LLC engaged JPMorgan as a
financial advisor on
this transaction. We further note the disclosure regarding JPMorgan's
Andrew Nussbaum
Wachtell, Lipton, Rosen & Katz
September 16, 2022
Page 2
role in the negotiations relating to the merger. However, we are not
able to locate the
disclosure required by Item 1015 of Regulation MA and Item 9 of
Schedule 13E-3 as to
JPMorgan and any reports, whether oral or written, it presented to a
filing person. In
addition, no written materials from JPMorgan have been filed as
exhibits to the Schedule
13E-3. Please advise. Among other matters, your response should make
clear whether
JPMorgan provided written materials to a filing person or its
representatives. If so, but
you do not believe those materials must be filed or described in the
proxy statement, it
should outline your views on why those materials are not materially
related to the going
private transaction.
3. The safe harbor for forward-looking statements in the Private
Securities Litigation Reform
Act of 1995 does not apply to statements made in connection with a
going private
transaction. Therefore, please delete or revise the reference to the
Act's safe harbor
provisions found on page 77 of the proxy statement.
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 Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.
FirstName LastNameAndrew Nussbaum Sincerely,
Comapany NameWachtell, Lipton, Rosen & Katz
Division of
Corporation Finance
September 16, 2022 Page 2 Office of Mergers
& Acquisitions
FirstName LastName