SEC Comment Letter for FIRST MERCHANTS CORP (FRME, FRMEP) (CIK 0000712534) (FRME) — Sep 3, 2015
FIRST MERCHANTS CORP (FRME, FRMEP) (CIK 0000712534)
Date: Sept. 3, 2015 · CIK: 0000712534 · Accession: 0000000000-15-044347
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File numbers found in text: 333-206591
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September 3 , 2015 Mark K. Hardwick Executive Vice President Chief Financial Officer First Merchants Corporation 200 East Jackson Street Muncie, Indiana 47305 Re: First Merchants Corporation Registration Statement on Form S -4 Filed August 26 , 2015 File No. 333-206591 Dear M r. Hardwick : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Mark K. Hardwick First Merchants Corporation September 3 , 2015 Page 2 Please refer to Rule 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . You may contact Jessica Livingston at 202-551-3448 with any questions. Sincerely, /s/ Kathryn McHale Kathryn McHale Senior Staff Attorney Office of Financial Servi ces I