SecProbe.io

May 1 7, 2013

Via E -mail
Keith Rainwater
Executive Vice President and Principal Accounting Officer
SCBT Financial Corporation
520 Gervais Street
Columbia, South Carolina 29201

Re: SCBT  Financial Corporation
   Registration Statement on Form S -4
Filed April 23, 2013
  File No. 333-188089
  Form 10 -Q for Fiscal  Quarter Ended March 31, 2013
  Filed May 9 , 2013
  File No. 001 -12669

Dear Mr . Rainwater :

We have reviewed the above referenced filings  and have the following 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 th e
requested information , including , if applicable,  a draft of your proposed disclosures to be made
in future filings .  If you do not believe 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S -4

General

1. Please disclose the financial projections given to Keefe, Bruyette & Woods and Sandler
O’Neill .

2. Please  supplementary  provide the staff with th e board books prepared for  each board.

Keith Rainwater
SCBT Financial Corporation
May 17, 2013
Page 2

 Summary

First Financial’s Officers and Directors Have Financial Interests. . , page 10

3. Please quantify the aggregate compensation that each director and executive officer will
receive as a result of the merger  as described in more detail starting on page 69 .

Risk Factors

4. We note your discussion of First Financial’s obligations under the TARP Capital Purchase
Program (“CPP”) and its agreement to use its best efforts to repurchase the outstanding
TARP warrant  from the Treasury at or before the completion of the merger.  Please discuss
First Financial’s current obligations under the CPP as well as the risks to the resulting entity
should First Financial be unable to repurchase the warrant at or befor e the compl etion of the
merger.

Unaudited Pro Forma Condensed Combined Financial Statements, page 23

5. Please remove the pro forma adjustments on the balance sheet and income statement related
to the payment of FHLB advances, the early withdrawal penalty and related interest expense
since it appears that this is an action taken by management after the business combination or
tell us why you believe this adjustment is directly  attributable to the transaction.  Please note
that this adjustment and other actions expected  to be taken by management after the business
combination may be discussed in MD&A or other sections of your registration statement.

6. Please revise the notes to the pro forma balance sheet to present the calculation of the
purchase price in a tabular forma t.

7. Please revise the notes to the pro forma balance sheet to present a preliminary allocation of
the purchase price in a tabular format, detailing fair value adjustments to assets and liabilities
and recognizing any intangible assets.

8. Please revise the p ro forma balance sheet to present the First Financial Holdings, Inc.
(FFCH) header only above the 12/31/2012 (as reported) column.  The Conforming
Reclassifications, Purchase Accounting Adjustments and Pro Forma Adjustments columns
should not have a header  or should be under a Pro Forma Adjustments header.  Please revise
the pro forma income statement similarly.

9. Please revise the pro forma balance sheet and income statement to remove the FFCH Pro
Forma column.

10. Please revise the pro forma income statement to add a column to the right of the Savannah
Bancorp, Inc. columns that aggregates the SCBTFC Pro Forma information related to
previously consummated transactions in 2012.

Keith Rainwater
SCBT Financial Corporation
May 17, 2013
Page 3

 11. Please revise the notes to the pro forma income statement to more clearly show the
calculation of the weighted -average common shares outstanding used in the December 31,
2012 combined pro forma EPS calculation.

The Merger

Opinion of Keefe, Bruyette & Woods, Inc., page 69

12. Please disclose the aggregate amount paid to KBW by SCBT over th e past two years, as
required by Section 1015 (b)(4) of Regulation M -A.
Interests of First Financial’s Directors and Executive Officers in the Merger, page 69
13. Please file all material agreements discussed in this section, including the employment
agreeme nt reached with Mr. Hall.

Tax Consequences of the Merger Generally, page 96

14. Please indicate that tax opinions from the respective  counsel have been filed as an e xhibit.

15. Indicate, if true, that the discussion is a summary of the respective t ax opinions.   Delete the
word “p rovided” in the second paragraph and state that , based on the opinions, the merger
“will” qualify as a “reorganization. ”

16. In the bold paragraph on page 97 , remove the words “ for ge neral information purposes only .”

SCBT Financial Corporation Form 10 -Q for Fiscal Quarter Ended March 31, 2013

Note 14 – Fair Value

Quantitative Information about Level 3 Fair Value Measurements, page 39

17. Please revise future filings to disclose the weighted average amount of the significant
unobservable inputs for each level 3 nonrecurring measurement.   Refer to ASC 820 -10-55-
103 for example disclosure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the fi lings include the information the Securities Act of 1933 and
the Securities Exchange Act of 1934, and all Securities Act and Exchange Act rules, in each case
as applicable, 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.

Keith Rainwater
SCBT Financial Corporation
May 17, 2013
Page 4

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please p rovide 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 filin g;

 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 co mpany 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.

Please refer to Rules 460 and 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 A ct of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective d ate of the
registration statement.

You may contact Mike Volley  at (202) 551 -3437  or Amit Pande  at (202) 551 -3423  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Josh Samples  at (202) 551 -3199  or me at (202) 551 -3491  with any other questions.

Sincerely,

 /s/ Todd Schiffman

Todd Schiffman
Assistant Director

cc. Via E -mail
 Matthew Guest
Wachtell, Lipton, Rosen & Katz