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SEC Comment Letter for SouthState Corp (SSB) (CIK 0000764038) (SSB) — Mar 2, 2012

SouthState Corp (SSB) (CIK 0000764038)
Date: March 2, 2012 · CIK: 0000764038 · Accession: 0000000000-12-011214

AI Filing Summary & Sentiment

File numbers found in text: 333-179748

Date
March 2, 2012
Author
Not clearly detected
Form
UPLOAD
Company
SouthState Corp (SSB) (CIK 0000764038)

Letter

March 2, 2012 Via Mail Mr. Robert R. Hill, Jr. President and Chief Executive Officer SCBT Financial Corporation 520 Gervais Street Columbia, SC 29201 Re: SCBT Financial Corporation Registration Statement on Form S-4 Filed February 28, 2012 File No. 333-179748

Dear Mr. Hill: We have limited our review of your filing to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. Where you do not beli eve our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments.

General

1. Please update the financial statements in your Form S-4 in accordance with Rule 3-05 of Regulation S-X.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement please pr ovide a written statement from the company acknowledging that:

Mr. Robert R. Hill, Jr. SCBT Financial Corporation March 2, 2012 Page 2

 should the Commission or the staff, acting purs uant to delegated authority, declare the filing effective, it does not foreclose the Co mmission 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 a nd 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.

Please refer to Rule 461 regarding requests fo r acceleration. We will consider a written request for acceleration of the e ffective date of the registration statement as confirmation of the fact that those requesting acceler ation are aware of their respec tive responsibilities under the Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in th e above registration stat ement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. If you have questions or comme nts please contact Michael F. Johnson, Staff Attorney, at (202) 551-3477. If you require further assistan ce, you may contact me at (202) 551-3421.

Sincerely,
/s/ David S. Lyon David S. Lyon F i n a n c i a l A n a l y s t

Show Raw Text
March 2, 2012
 Via Mail

Mr. Robert R. Hill, Jr. President and Chief Executive Officer SCBT Financial Corporation 520 Gervais Street Columbia, SC 29201
Re: SCBT Financial Corporation
  Registration Statement on Form S-4
Filed February 28, 2012
  File No. 333-179748

Dear Mr. Hill:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

 1. Please update the financial statements in your Form S-4 in accordance with Rule 3-05 of
Regulation S-X.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Mr. Robert R. Hill, Jr.
SCBT Financial Corporation  March 2, 2012  Page 2

  should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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.

Please refer to Rule 461 regarding requests fo r acceleration.  We will consider a written
request for acceleration of the e ffective date of the registration statement as confirmation of the
fact that those requesting acceler ation are aware of their respec tive responsibilities under the
Securities Act of 1933 and the Secu rities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 If you have questions or comme nts please contact Michael F.  Johnson, Staff Attorney, at
(202) 551-3477.  If you require further assistan ce, you may contact me at (202) 551-3421.

Sincerely,

        /s/ David S. Lyon          David S. Lyon         F i n a n c i a l  A n a l y s t