SEC Comment Letter for FIRST UNITED (FUNC) — Feb 18, 2020
FIRST UNITED CORP/MD/ (FUNC) (CIK 0000763907)
Date: Feb. 18, 2020 · CIK: 0000763907 · Accession: 0000000000-20-001484
AI Filing Summary & Sentiment
File numbers found in text: 001-14237
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE February 18 , 2020 J. Abbott R. Cooper Managing Member Driver Management Company LLC 250 Park Avenue – 7th Floor New York, New York 10177
Re: First United Corporation DFAN14A filed by Driver Management Company LLC , et al. Filed February 13 , 2020 File No. 001-14237
Dear Mr. Cooper :
We have reviewed the above -captioned filing, and have the following comments. Some of our comments may ask for additional information so we may be tter understand the disclosure.
Please respond to this letter by amending the filing and/or by providing the requested information. If you do not believe our comments apply to your facts and circumstances and/or do not believe an amendment is appropriate, please tel l us why in a written respon se.
After reviewing any amendment to the filing and any information provided in response to these comments, we may have additional comments.
1. Please refer to the following assertion: “Three shareholders owning a combined 7% of the bank said they are backing Driver’s three -person slate at the 2020 annual general meeting. ” Please provide us with the factual foundation in support of the cited assertion , including the claim that the three shareholders own a combined 7% of the bank . See Rule 14a -9.
2. Please refer to the following representation: “M&A has been at the forefront of the community banking sector, and consolidation at First United is `inevitable ,’ one shareholder said.” Please provide us with the factual foundation in support of the quoted representation. See Rule 14a -9.
3. Please refer to the following representation s: “The first shareholder said the fair value of First United could be $29 per share. Driver believes the sale value could be as much as $32 per shar e…” The inclusion of asset valuations in proxy materials is only a ppropriate and consonant with Rule 14a -9 when made in good faith and on a reasonable basis. Discussion of asset valuations should therefore be accompanied by disclosure which facilitates security holders’ understanding of the basis for and limitations on the projected realizable values. Advise us, with a view toward amended disclosure, how the participants determined th is $32 figure . In addition, advise us what con sideration, if any, the participants gave to adhering to the disclosure standards enunciated in Exchange Act Release No. 16833 (May 23, 1980).
J. Abbott R. Cooper February 18 , 2020 Page 2
* * *
We remind you that the participant s are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
February 18 , 2020
J. Abbott R. Cooper
Managing Member
Driver Management Company LLC
250 Park Avenue – 7th Floor
New York, New York 10177
Re: First United Corporation
DFAN14A filed by Driver Management Company LLC , et al.
Filed February 13 , 2020
File No. 001-14237
Dear Mr. Cooper :
We have reviewed the above -captioned filing, and have the following comments. Some
of our comments may ask for additional information so we may be tter understand the disclosure.
Please respond to this letter by amending the filing and/or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances and/or
do not believe an amendment is appropriate, please tel l us why in a written respon se.
After reviewing any amendment to the filing and any information provided in response to
these comments, we may have additional comments.
1. Please refer to the following assertion: “Three shareholders owning a combined 7% of the
bank said they are backing Driver’s three -person slate at the 2020 annual general meeting. ”
Please provide us with the factual foundation in support of the cited assertion , including the
claim that the three shareholders own a combined 7% of the bank . See Rule 14a -9.
2. Please refer to the following representation: “M&A has been at the forefront of the
community banking sector, and consolidation at First United is `inevitable ,’ one shareholder
said.” Please provide us with the factual foundation in support of the quoted representation.
See Rule 14a -9.
3. Please refer to the following representation s: “The first shareholder said the fair value of
First United could be $29 per share. Driver believes the sale value could be as much as $32
per shar e…” The inclusion of asset valuations in proxy materials is only a ppropriate and
consonant with Rule 14a -9 when made in good faith and on a reasonable basis. Discussion
of asset valuations should therefore be accompanied by disclosure which facilitates security
holders’ understanding of the basis for and limitations on the projected realizable values.
Advise us, with a view toward amended disclosure, how the participants determined th is $32
figure . In addition, advise us what con sideration, if any, the participants gave to adhering to
the disclosure standards enunciated in Exchange Act Release No. 16833 (May 23, 1980).
J. Abbott R. Cooper
February 18 , 2020
Page 2
* * *
We remind you that the participant s are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
You may contact me at (202) 551 -3266 with any questions.
Sincerely,
/s/ Nicholas P. Panos
Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
cc: Andrew Freedman, Esq.
Olshan Frome Wolosky LLP