SEC Comment Letter for NICOLET BANKSHARES INC (NIC) (CIK 0001174850) (NIC) — Jan 8, 2016
NICOLET BANKSHARES INC (NIC) (CIK 0001174850)
Date: Jan. 8, 2016 · CIK: 0001174850 · Accession: 0000000000-16-060768
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 4720 January 8, 2016 Robert B. Atwell Chairman, President, and Chief Executive Officer Nicolet Bankshares, Inc. 111 North Washington Street Green Bay, Wisconsin 54301
Re: Nicolet Bankshares, Inc. Amendment No. 1 to Re gistration Statement on Form S -4 Filed December 30, 2015 File No. 333 -208192
Dear Mr. Atwell :
We have reviewed your amended registration statement and have the following comment . 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 comment applies 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 this comment , we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our December 18, 2015 letter .
Pro Forma Condensed Statements of Income (Unaudited), page 13
1. We note discl osure in footnote five on page 14 that you have included within the pro forma adjustment to the “Other expense” line item amounts related to “cost savings as a result of merger.” Please tell us and revise your filing to describe these cost savings in furt her detail by providing both qualitative and quantitative information included in the pro forma adjustment for each of the periods presented. Please also tell us how you determined that these cost savings were directly attributable to the merger, expected to have continuing impact, and are factually supportable pursuant to Rule 11 -02(b)(6) of Regulation S -X.
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 re garding comments on the
Robert B. Atwell Nicolet Bankshares, Inc. January 8, 2016 Page 2
financial statements and related matters. 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
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Mail Stop 4720 January 8, 2016 Robert B. Atwell Chairman, President, and Chief Executive Officer Nicolet Bankshares, Inc. 111 North Washington Street Green Bay, Wisconsin 54301 Re: Nicolet Bankshares, Inc. Amendment No. 1 to Re gistration Statement on Form S -4 Filed December 30, 2015 File No. 333 -208192 Dear Mr. Atwell : We have reviewed your amended registration statement and have the following comment . 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 comment applies 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 this comment , we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our December 18, 2015 letter . Pro Forma Condensed Statements of Income (Unaudited), page 13 1. We note discl osure in footnote five on page 14 that you have included within the pro forma adjustment to the “Other expense” line item amounts related to “cost savings as a result of merger.” Please tell us and revise your filing to describe these cost savings in furt her detail by providing both qualitative and quantitative information included in the pro forma adjustment for each of the periods presented. Please also tell us how you determined that these cost savings were directly attributable to the merger, expected to have continuing impact, and are factually supportable pursuant to Rule 11 -02(b)(6) of Regulation S -X. 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 re garding comments on the Robert B. Atwell Nicolet Bankshares, Inc. January 8, 2016 Page 2 financial statements and related matters. 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