SEC Comment Letter for SOUTH PLAINS FINANCIAL, INC. (SPFI) (CIK 0001163668) (SPFI) — Apr 18, 2019
SOUTH PLAINS FINANCIAL, INC. (SPFI) (CIK 0001163668)
Date: April 18, 2019 · CIK: 0001163668 · Accession: 0000000000-19-007298
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-230851
Letter
April 18, 2019 Curtis C. Griffith Chairman and Chief Executive Officer South Plains Financial, Inc.. 5219 City Bank Parkway Lubbock, Texas 79407 Re:South Plains Financial, Inc. Registration Statement on Form S-1 Filed April 12, 2019 File No. 333-230851 Dear Mr. Griffith: We have reviewed your registration statement 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 the requested 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. Unless we note otherwise, our references to prior comments are to comments in our March 21, 2019 letter. Form S-1 filed April 12, 2019 Our bylaws have an exclusive forum provision . . . , page 39 1.Please clarify, here and in your disclosure on page 130, whether the exclusive forum provision applies to actions arising under the Securities Act or Exchange Act. As you have disclosed, while Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the exclusive forum provision applies to claims arising under the Securities Act, then please disclose that there is uncertainty as to whether a court would enforce such provision in this context, and to state that shareholders will not
FirstName LastNameCurtis C. Griffith Comapany NameSouth Plains Financial, Inc.. April 18, 2019 Page 2 FirstName LastName Curtis C. Griffith South Plains Financial, Inc.. April 18, 2019 Page 2 be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please also ensure that the exclusive forum provision in your bylaws states this clearly. Please contact Michael Clampitt at 202-551-3434 or Pam Long, Assistant Director at 202-551-3765 with any questions. Sincerely, Division of Corporation Finance Office of Financial Services
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April 18, 2019
Curtis C. Griffith
Chairman and Chief Executive Officer
South Plains Financial, Inc..
5219 City Bank Parkway
Lubbock, Texas 79407
Re:South Plains Financial, Inc.
Registration Statement on Form S-1
Filed April 12, 2019
File No. 333-230851
Dear Mr. Griffith:
We have reviewed your registration statement 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 the
requested 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. Unless we note
otherwise, our references to prior comments are to comments in our March 21, 2019 letter.
Form S-1 filed April 12, 2019
Our bylaws have an exclusive forum provision . . . , page 39
1.Please clarify, here and in your disclosure on page 130, whether the exclusive forum
provision applies to actions arising under the Securities Act or Exchange Act. As you
have disclosed, while Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder. If the exclusive forum provision applies to claims
arising under the Securities Act, then please disclose that there is uncertainty as to whether
a court would enforce such provision in this context, and to state that shareholders will not
FirstName LastNameCurtis C. Griffith
Comapany NameSouth Plains Financial, Inc..
April 18, 2019 Page 2
FirstName LastName
Curtis C. Griffith
South Plains Financial, Inc..
April 18, 2019
Page 2
be deemed to have waived the company’s compliance with the federal securities laws and
the rules and regulations thereunder. If this provision does not apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the exclusive forum
provision in your bylaws states this clearly.
Please contact Michael Clampitt at 202-551-3434 or Pam Long, Assistant Director at
202-551-3765 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services