SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

 March 3, 20 21

By E-Mail

Sebastian Alsheimer
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019

Re: Boston Private Financial Holdings , Inc.
Preliminary Proxy Statement  filed by Holdco  Opportunities Fund III, L.P.,
    Holdco Asset Management, L P, VM GP VII LLC, VM GP II LLC,
    Vikram Ghei and Michael Zaitzeff
Filed on February  24, 2021
File No. 001-35070

Dear M r. Alsheimer :

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 bett er understand your disclosure.

Please respond to this letter by amending your  filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in y our response.

After reviewing any amendment to your filing and the information you provide in
response to th ese comments , we may have additional comments.

Preliminary Proxy Statement
Reas ons for the Solicitation
Concerns about Process and Motivations , page 5
1. Please revise the table on page 5 to clarify that the Cash Incentive for 2019 was the
amount paid from a possible incentive of $700,000 and that  the amount included under
the SVB column is the target incentive.
2. Refer to footnote (a) to th e table on p age 5 . It appears that the total of $3.5 millio n in the
SVB column includes $1.5 million in target equity incentive opportunity and $1 million
in potentially vested RSUs , assuming the vesting in 2021 of one -fourth of the RSUs .
Please revise to describe the source of the remaining $1 million. If it is one -third of the
performance -vesting RSUs, we note that the vesting appears to be effective in its entirety

Andrew M. Freedman
Olshan Frome Wolosky LLP
March 21, 2019
Page 2

 at the end of the third year and not  annually .

Concerns about Valuation , page 6
3. Please provide us supplemental support for the transactions referenced in the first
footnote (1) and tell us what consideration you have given to including such infor mation
in the proxy statement.
4. Refer to the table at the top of page 8  and footnote (a) . Please revise your disclosure to
explain how you selected specific dates when the source materials only referenced a
period of time. Were there other dates that you c ould have selected t hat would have
resulted in a materially different description of your concerns?
5. Refer to the section captioned “The fairness opinion does not include an evaluation of
comparable bank M&A transactions ” on page 9. With a view toward revised disclosure,
please tell us how you are certain that the financial analyses  underlying the financial
advisor’s opinion did not include a com parable transactions analysis.

Proposal No. 2 . Compensation Proposal , page  22
6. Please revise this section and the section for Proposal No. 3 to explain why you
recommend  a vote against each proposal.

Consequences of Defeating  the Boston Private Merger Proposals , page 14
7. Please revise this section to clarify whether the failure to obtain shareholder approval for
the merger would allow either the company or SVB to terminate the merge r agreement
and would, therefore, result in an obligati on by the company to pay the $3 6 million
termination fee.

We remind you that the filing persons are r esponsible 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