SEC Comment Letter for PROSPERITY BANCSHARES INC (PB) (CIK 0001068851) (PB) — Nov 9, 2015
PROSPERITY BANCSHARES INC (PB) (CIK 0001068851)
Date: Nov. 9, 2015 · CIK: 0001068851 · Accession: 0000000000-15-053262
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207346
Letter
Mail Stop 4720 November 6 , 2015 Via E -mail David Zalman Chairman and Chief Executive Officer Prosperity Bancshares, Inc. Prosperity Bank Plaza 4295 San Felipe Houston, TX 77027
Re: Prosperity Bancshares, Inc. Amendment No. 1 to Registration Statement on Form S -4 Filed November 3 , 2015 File No. 333-207346
Dear Mr. Zalman :
We have limited our review of your amended registration statement and the related response letter 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 requeste d information. 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.
1. We note your revised disclosure in response to comment 4. However, we are unable to concur that your revised disclosure sufficiently constitutes counsels’ tax opinions. In particular, we note your disclosure that each of Prosperity and Tradition will receive opinions from their respective counsels, each dated the closing date of the merger, that the merger will constitute a reorganization. In light of your election to file sh ort-form legal opinions, please revise this section to state clearly that it is the opinion of counsels that the merger will constitute a reorganization. Also , please revise the first sentence of the last paragraph on page 67, which states that “[t]hese op inions are and will be subject to customary qu alifications and assumptions . . . . ” Because this discussion constitutes the opinion of counsels, any assumptions and qualifications should be contained in this section.
David Zalman Prosperity Bancshares, Inc. November 6 , 2015 Page 2
2. We note your response to comment 5. Plea se provide additional analysis with respect to your conclusion that the voting ag reement is not material to the company. Please see Securities Act Rule 408 and Regulation S -K Compliance and Disclosure Interpretation Question 246.08 for further guidance.
Please contact David Lin at (202) 551 -3552 or me at (202) 551 -3391 with any questions.
Sincerely,
/s/ Erin E. Martin
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Mail Stop 4720 November 6 , 2015 Via E -mail David Zalman Chairman and Chief Executive Officer Prosperity Bancshares, Inc. Prosperity Bank Plaza 4295 San Felipe Houston, TX 77027 Re: Prosperity Bancshares, Inc. Amendment No. 1 to Registration Statement on Form S -4 Filed November 3 , 2015 File No. 333-207346 Dear Mr. Zalman : We have limited our review of your amended registration statement and the related response letter 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 requeste d information. 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. 1. We note your revised disclosure in response to comment 4. However, we are unable to concur that your revised disclosure sufficiently constitutes counsels’ tax opinions. In particular, we note your disclosure that each of Prosperity and Tradition will receive opinions from their respective counsels, each dated the closing date of the merger, that the merger will constitute a reorganization. In light of your election to file sh ort-form legal opinions, please revise this section to state clearly that it is the opinion of counsels that the merger will constitute a reorganization. Also , please revise the first sentence of the last paragraph on page 67, which states that “[t]hese op inions are and will be subject to customary qu alifications and assumptions . . . . ” Because this discussion constitutes the opinion of counsels, any assumptions and qualifications should be contained in this section. David Zalman Prosperity Bancshares, Inc. November 6 , 2015 Page 2 2. We note your response to comment 5. Plea se provide additional analysis with respect to your conclusion that the voting ag reement is not material to the company. Please see Securities Act Rule 408 and Regulation S -K Compliance and Disclosure Interpretation Question 246.08 for further guidance. Please contact David Lin at (202) 551 -3552 or me at (202) 551 -3391 with any questions. Sincerely, /s/ Erin E. Martin Erin E. Martin Special Counsel Office of Financial Services cc: Shanna Kuzdzal Jason M. Jean, Esq.