SEC Comment Letter for EQUITY BANCSHARES INC (EQBK) (CIK 0001227500) (EQBK) — Jan 18, 2017
EQUITY BANCSHARES INC (EQBK) (CIK 0001227500)
Date: Jan. 18, 2017 · CIK: 0001227500 · Accession: 0000000000-17-001903
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-215330
Letter
Mail Stop 4720 January 18, 2017 Brad S. Elliott Chairman and Chief Executive Officer Equity Bancshares, Inc. 7701 East Kellogg Drive, Suite 300 Wichita, KS 67207
Re: Equity Bancshares, Inc. Registration Statement on Form S-4 Filed December 27, 2016 File No. 333-215330
Dear Mr. Elliott :
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.
The Merger, page 43
Prairie’s Reasons for the Merger; Recommendation of the Prairie Board , page 45
1. Please supplementally provide us with any presentation materials that Capital presented to the board of directors relati ng to this transaction.
2. Please revise to disclose the extent to which Prairie’s board considered the fact that Capital had based its fairness determination upon the valuations in mergers involving Kansas based institutions, and that some of the transactio ns involved insti tutions who had significantly different financial health and earnings performance. Also, we note that in the last bullet point on page 45, the board considered the “financial analyses presented by Capital.” To the extent that Capital eng aged in any analyses other than the market value analysis described beginning on page 49, please describe those analyses.
Brad S. Elliott Equity Bancshares, Inc. January 18, 2017 Page 2
Opinion of Prairie’s Financial Advisor, page 47
3. We note that on page 47, Capital indicated that it received financial projections fr om Prairie and State Bank. To the extent that those projections impacted any of the financial analyses referenced in the final bullet point on the top of page 48, disclose the projections necessary for an investor to evaluate the relevant analysis.
Interests of Prairie’s Directors and Executive Officers in the Merger, page 53
Employment Agreements, page 53
4. Please revise to provide more details regarding these agreements. Specifically, if known, please indicate which Prairie officers will have their compensation changed when they join Equity and the amount of any increase in their compensation.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact William H. Dorton, Staff Attorney , at (202) 551 -3107 or me at (202) 551 - 3419 with any other questi ons.
Sincerely,
/s/ Christian Windsor
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Mail Stop 4720 January 18, 2017 Brad S. Elliott Chairman and Chief Executive Officer Equity Bancshares, Inc. 7701 East Kellogg Drive, Suite 300 Wichita, KS 67207 Re: Equity Bancshares, Inc. Registration Statement on Form S-4 Filed December 27, 2016 File No. 333-215330 Dear Mr. Elliott : 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. The Merger, page 43 Prairie’s Reasons for the Merger; Recommendation of the Prairie Board , page 45 1. Please supplementally provide us with any presentation materials that Capital presented to the board of directors relati ng to this transaction. 2. Please revise to disclose the extent to which Prairie’s board considered the fact that Capital had based its fairness determination upon the valuations in mergers involving Kansas based institutions, and that some of the transactio ns involved insti tutions who had significantly different financial health and earnings performance. Also, we note that in the last bullet point on page 45, the board considered the “financial analyses presented by Capital.” To the extent that Capital eng aged in any analyses other than the market value analysis described beginning on page 49, please describe those analyses. Brad S. Elliott Equity Bancshares, Inc. January 18, 2017 Page 2 Opinion of Prairie’s Financial Advisor, page 47 3. We note that on page 47, Capital indicated that it received financial projections fr om Prairie and State Bank. To the extent that those projections impacted any of the financial analyses referenced in the final bullet point on the top of page 48, disclose the projections necessary for an investor to evaluate the relevant analysis. Interests of Prairie’s Directors and Executive Officers in the Merger, page 53 Employment Agreements, page 53 4. Please revise to provide more details regarding these agreements. Specifically, if known, please indicate which Prairie officers will have their compensation changed when they join Equity and the amount of any increase in their compensation. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact William H. Dorton, Staff Attorney , at (202) 551 -3107 or me at (202) 551 - 3419 with any other questi ons. Sincerely, /s/ Christian Windsor Christian Windsor Special Counsel Office of Financial Services