SecProbe.io

Mail Stop 4720
December  18, 2015

Robert B. Atwell
Chairman, President, and
Chief Executive Officer
Nicolet Bankshares, Inc.
111 North Washington Street
Green Bay, Wisconsin 54301

Re: Nicolet Bankshares, Inc.
  Registration Statement on Form S-4
Filed  November  24, 2015
  File No.  333-208192

Dear Mr. Atwell :

We have limited our review of your registration statement 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 .  If you do not believe our com ments 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, w e may have  additional comments.

Summary

We Must Meet Several Conditions to Complete the Merger, page  6

1. We note your disclosure of the closing condition in your merger agreement that each
party must maintain tangible common equity equal to at l east 95% of such party’s
tangible common equity as of June  30, 2015.  Please provide disclosure of each party’s
tangible common equity as of a recent date.

Selected Unaudited Pro Forma Condensed Financial Information, page 10

2. We note your disclosure on p age 63 that Nicolet is required to account for the merger as a
purchase transaction for accounting and financial reporting purposes.   Please tell us how

Robert B. Atwell
Nicolet Bankshares, Inc.
December  18, 2015
Page 2

 you determined the proposed merger of Baylake Corp. (Baylake) should not be accounted
for as a reverse a cquisition of Nicolet Bankshares, pursuant to ASC 805 -40.  As part of
your response and with a view toward providing additional information supporting
management’s judgments and determinations in determining the accounting acquirer
pursuant to ASC 805 -10-55-10 through  55-15, please discuss how you considered the
following information disclosed in this filing:

 Based upon the agreed upon conversion rate (0.4517 shares of Nicolet for each share of
Baylake) and noting the disclosure on page 43 that   Baylake will own 52% of the post -
acquisition combined common stock.

 Post-acquisition, the Board of Directors will be comprised of equal representation from
both Nicolet and Baylake.

 Post-acquisition, the CEO s from both Nic olet and Baylake will serve as co-CEO s.

Reasons for the Merger

Opinion of Keefe, Bruyette & Woods, Inc., page  34

3. We note that Nicolet management provided certain financial forecasts and projections to
KBW and that KBW relied upon these financial projections in preparing its fairness
opinion.  In addition, we note your disclosure on page 36 that KBW relied upon Nicolet’s
management in relation to “street estimates” of Baylake.  Please disclose the financial
projections and forecasts provided to KBW or explain why such information is not
material to security holders.

Opinion of Sandler O’Neill & Partners, L.P.

Sandler O’Neill’s Relationship, page  56

4. Please provide quantitative disclosure of the fees that Sandler O’Neill received from
Nicolet in the three years preceding the da te of its opinion.

Material U.S. Federal Income Tax Consequences of the Merger

Qualification of the Merger as a Reorganization, page  76

5. We note your disclosure that the merger is conditioned in part upon receipt of a tax
opinion from Bryan Cave  LLP to the effect that, among other things, the merger will
constitute a “reorganization” within the meaning of Section  368(a) of the Internal
Revenue Code, and that such tax opinion is filed as Exhibit  8.1 to the registration
statement.  We further note that, in its legal opinion, Bryan Cave LLP opines only that
the legal conclusions contained in the relevant portion of the prospectus accurately set

Robert B. Atwell
Nicolet Bankshares, Inc.
December  18, 2015
Page 3

 forth the material U.S. federal income tax consequences of the transaction.  Please revise
your disclosure to state clearly that the discussion in the tax consequences section of the
prospectus is counsel’s opinion.  Alternatively, please have counsel revise its opinion to
provide a long -form tax opinion.

We urge all persons who are responsible for the accurac y and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please prov ide 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 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 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 request s 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 Act 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 date of the
registration statement.

Robert B. Atwell
Nicolet Bankshares, Inc.
December  18, 2015
Page 4

 You may contact John A. Spitz, Staff Accountant,  at (202) 551 -3484  or Amit Pande,
Accounting Branch Chief,  at (202) 551 -3423  if you have questions regarding comments on the
financial statements and related matter s.  Please contact William H. Dorton, Staff Attorney,  at
(202) 551 -3107  or me at (202) 551 -3391  with any other questions.

Sincerely,

/s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services