SEC Company Response from FIRST COMMUNITY (FCCO) — Dec 26, 2013
FIRST COMMUNITY CORP /SC/ (FCCO) (CIK 0000932781)
Date: Dec. 26, 2013 · CIK: 0000932781 · Accession: 0001104659-13-092457
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-191652
Referenced dates: December 24, 2013
Letter
Securities and Exchange Commission Division of Corporation Finance Re: First Community Corporation Amendment No. 2 to Registration Statement on Form S-4 Filed December 9, 2013 File No. 333-191652
Dear Ms. McHale:
This letter is provided on behalf of First Community Corporation (the “Company,” “First Community,” “we,” or “our”) in response to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) dated December 24, 2013 (the “Comment Letter”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-4 (the “Amendment No. 2”) filed December 9, 2013; File No. 333-191652. This letter is being filed with the Commission electronically via EDGAR.
For ease of reference, we have repeated each of the Commission’s comments below, followed by the corresponding responses of First Community.
Comment Letter dated December 24, 2013
Form S-4
General
1. We acknowledge your response to comment one of our letter to you dated December 3, 2013. However, it appears that Savannah provided First Community with budget projections for the current and future fiscal years. The staff considers two years of projections material. Please revise your disclosure to include any material projections presented to First Community or its agent, including revenue, income, and income per share data.
With offices in the District of Columbia, Florida, Georgia, Massachusetts, North Carolina, South Carolina, Tennessee and West Virginia
Response to Comment 1:
The Company has revised its disclosure in Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”) to include the requested disclosure. See pages 78 through 81 of Amendment No. 3.
2. We note that both Amendment No. 2 (page 66) and the fairness opinion of Ewing (page C-1) state that First Community provided Ewing with its Strategic Plan for the three year period ending December 31, 2014. Please disclose any material projections contained in the First Community Strategic Plan.
Response to Comment 2:
The Company has revised its disclosure in Amendment No. 3 to include the requested disclosure. See pages 78 through 81 of Amendment No. 3.
If you have any questions or comments related to these responses, please contact me at (864) 250-2207.
Sincerely,
/s/ John M. Jennings
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CORRESP 1 filename1.htm Nelson Mullins Nelson Mullins Riley & Scarborough LLP Attorneys and Counselors at Law John M. Jennings 104 South Main Street / Ninth Floor / Greenville, SC 29601 (Admitted in IL NC & SC) Tel: 864.250.2300 Fax: 864.232.2925 Tel: 864.250.2207 www.nelsonmullins.com Fax: 864.232.2925 john.jennings@nelsonmullins.com December 26, 2013 Via Electronic Mail Ms. Kathryn McHale Senior Staff Attorney Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: First Community Corporation Amendment No. 2 to Registration Statement on Form S-4 Filed December 9, 2013 File No. 333-191652 Dear Ms. McHale: This letter is provided on behalf of First Community Corporation (the “Company,” “First Community,” “we,” or “our”) in response to the comments of the Staff of the Securities and Exchange Commission (the “Commission”) dated December 24, 2013 (the “Comment Letter”) with respect to the Company’s Amendment No. 2 to Registration Statement on Form S-4 (the “Amendment No. 2”) filed December 9, 2013; File No. 333-191652. This letter is being filed with the Commission electronically via EDGAR. For ease of reference, we have repeated each of the Commission’s comments below, followed by the corresponding responses of First Community. Comment Letter dated December 24, 2013 Form S-4 General 1. We acknowledge your response to comment one of our letter to you dated December 3, 2013. However, it appears that Savannah provided First Community with budget projections for the current and future fiscal years. The staff considers two years of projections material. Please revise your disclosure to include any material projections presented to First Community or its agent, including revenue, income, and income per share data. With offices in the District of Columbia, Florida, Georgia, Massachusetts, North Carolina, South Carolina, Tennessee and West Virginia Response to Comment 1: The Company has revised its disclosure in Amendment No. 3 to the Registration Statement on Form S-4 (“Amendment No. 3”) to include the requested disclosure. See pages 78 through 81 of Amendment No. 3. 2. We note that both Amendment No. 2 (page 66) and the fairness opinion of Ewing (page C-1) state that First Community provided Ewing with its Strategic Plan for the three year period ending December 31, 2014. Please disclose any material projections contained in the First Community Strategic Plan. Response to Comment 2: The Company has revised its disclosure in Amendment No. 3 to include the requested disclosure. See pages 78 through 81 of Amendment No. 3. If you have any questions or comments related to these responses, please contact me at (864) 250-2207. Sincerely, /s/ John M. Jennings John M. Jennings cc: Michael C. Crapps, President and Chief Executive Officer 2