SEC Comment Letter for COMMERCE BANCSHARES (CBSH) — Jul 22, 2013
COMMERCE BANCSHARES INC /MO/ (CBSH) (CIK 0000022356)
Date: July 22, 2013 · CIK: 0000022356 · Accession: 0000000000-13-039986
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-189535
Referenced dates: July 8, 2013
Letter
July 22, 2013 Via E -Mail Jeffrey D. Aberdeen Controller Commerce Bancshares, Inc. 1000 Walnut Kansas City, Missouri 64106
Re: Commerce Bancshares, Inc. Registration Statement on Form S-4 Filed June 21, 2013 File No. 333-189535
Dear Mr. Aberdeen :
We have reviewed the correspondence from your counsel dated July 12, 2013 responding to our comment letter dated July 8, 2013 and we have the following comment.
Please respond to this letter by amending your registration statement and providing the reque sted information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this comment, we ma y have additional comments.
General
1. We note your response to comment one of our letter dated July 8, 2013, and advise you that we disagree with your analysis that the presentation provided by D.A. Davison to Summit Bancshares Inc. and Summit Bank does not constit ute a “report” within the meaning of Item 1015 of Regulation M -A. We note that Item 1015(a) of Regulation M -A states that reports, opinions and appraisals include those relating to consideration or fairness, but are not limited to those items. The fact t hat Davidson did not provide a conclusion regarding the valuation or the fairness of the consideration is not dispositive. Also, because Davidson determined selection criteria in preparing slides 6, 7, and 13 and highlights its valuation conclusions regar ding previous registrant transactions on slide 16, thereby applying its own judgment, we view these as “findings” within the meaning of Item 1015(b)(6) of Regulation M -A that should be summarized in the filing. Therefore, please revise your disclosure in the Form S -4 to include the information required by Item 1015(b)(2) and (3) and a brief summary of those slides mentioned above in accordance
Jeffrey D. Aberdeen Commerce Bancshares, Inc. July 22, 2013 Page 2
with Item 1015(b)(6) of Regulation M -A. Also, please file the Davidson presentation as an exhibit to the Form S -4, as required by Item 21(c) of Form S -4.
Please contact Ramin Olson at (202) 551 -3331 , Laura Crotty at (202) 551 -3563, or me at (202) 551 -3675 w ith any questions you may have.
Sincerely,
/s/ Laura Crotty for
Show Raw Text
July 22, 2013
Via E -Mail
Jeffrey D. Aberdeen
Controller
Commerce Bancshares, Inc.
1000 Walnut
Kansas City, Missouri 64106
Re: Commerce Bancshares, Inc.
Registration Statement on Form S-4
Filed June 21, 2013
File No. 333-189535
Dear Mr. Aberdeen :
We have reviewed the correspondence from your counsel dated July 12, 2013 responding
to our comment letter dated July 8, 2013 and we have the following comment.
Please respond to this letter by amending your registration statement and providing the
reque sted information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to this comment, we ma y have
additional comments.
General
1. We note your response to comment one of our letter dated July 8, 2013, and advise you
that we disagree with your analysis that the presentation provided by D.A. Davison to
Summit Bancshares Inc. and Summit Bank does not constit ute a “report” within the
meaning of Item 1015 of Regulation M -A. We note that Item 1015(a) of Regulation M -A
states that reports, opinions and appraisals include those relating to consideration or
fairness, but are not limited to those items. The fact t hat Davidson did not provide a
conclusion regarding the valuation or the fairness of the consideration is not dispositive.
Also, because Davidson determined selection criteria in preparing slides 6, 7, and 13 and
highlights its valuation conclusions regar ding previous registrant transactions on slide 16,
thereby applying its own judgment, we view these as “findings” within the meaning of
Item 1015(b)(6) of Regulation M -A that should be summarized in the filing. Therefore,
please revise your disclosure in the Form S -4 to include the information required by Item
1015(b)(2) and (3) and a brief summary of those slides mentioned above in accordance
Jeffrey D. Aberdeen
Commerce Bancshares, Inc.
July 22, 2013
Page 2
with Item 1015(b)(6) of Regulation M -A. Also, please file the Davidson presentation as
an exhibit to the Form S -4, as required by Item 21(c) of Form S -4.
Please contact Ramin Olson at (202) 551 -3331 , Laura Crotty at (202) 551 -3563, or me at
(202) 551 -3675 w ith any questions you may have.
Sincerely,
/s/ Laura Crotty for
Suzanne Hayes
Assistant Director