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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

AI Filing Summary & Sentiment

File numbers found in text: 333-206591

Date
Sept. 3, 2015
Author
/s/ Kathryn McHale
Form
UPLOAD
Company
FIRST MERCHANTS CORP (FRME, FRMEP) (CIK 0000712534)

Letter

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

Show Raw Text
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