SecProbe.io

December 9, 2011
 Via E-mail

Donald Gaiter Acting Chief Financial Officer; Chie f of Acquisitions and Strategy
NBH Holdings Corp. 101 Federal Street, 19th Floor Boston, MA 02110
Re: NBH Holdings Corp.
  Registration Statement on Form S-1
Filed November 14, 2011
  File No. 333-177971

Dear Mr. Gaiter:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. Please update the financial statements and expa nd the MD&A discussions, as applicable,
pursuant to Rule 3-12 of Regulation S-X.
2. Please file the statement of assets acquired and liabilities assumed of Community Banks
of Colorado.
3. We note your disclosure in Risk Factors and on page 113 that Bank Midwest is subject to
an operating agreement with the OCC and an order issued by the FDIC.  Please revise your disclosure to disclose and discuss th e operating agreement and the order in the
Prospectus Summary in addi tion to your existing disclosu re regarding the operating
agreement on page 9.  Please also expand your  disclosure to more fully discuss the
material provisions of the operating agreemen t and the order, incl uding a discussion of
the actions that you have taken or that you pl an to take to comply  with the material

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 2

 provisions and provide specific informati on regarding the current status of your
compliance.
Cover Page

4. Please indicate the number of shares being offered and fill in all corresponding blanks as
soon as possible.
Market Data, page ii
5. Please delete the qualification in third sentence stating that you cannot assure the
accuracy or completeness of the data.
Prospectus Summary
Prospective Markets, page 4
6. We note that you have included th e statistic for banks in your current markets that have a
Texas Ratio of 0%.  Given your recent ac quisitions of troubled banks, please expand
disclosure in this section to address why banks with a Texas Ra tio of 0% are significant.
Our Acquisitions, page 4
7. We note your disclosure that you have comple ted four acquisitions since October 2010.
Please clarify that the trans action with Community Banks of  Colorado was FDIC assisted
and the transaction with Bank Mi dwest was not FDIC assisted.
Summary Selected Historical Consolid ated Financial Information, page 12

8. Please revise the weighted average common sh ares outstanding, basic and diluted for the
six months ended June 30, 2011 to reflect 52,235,566 shares on a diluted basis to be
consistent with the amount appearing in the income statement on page F-3, or advise. In
addition, revise the Selected Historical Consolidated Fina ncial Information on page 48.
9. Please revise the common shares outstanding for the period June 16, 2009 through
December 31, 2009 to include the founders’ shares of 250,000. As such, revise the book value and tangible book value per sh are as a result of this cha nge.  In addition, revise the
Selected Historical Consolidated  Financial Information on page 48.
Risk Factors, page 15

10. Some of your risk fact ors make statements regarding your ability to provide assurances or
predictions that a given event might happen.  Pl ease revise this section to eliminate this
type of language.  The point of a particular ri sk factor is to discuss a material risk and
explain the likelihood of the risk impacting an investment in your securities, not your
ability to provide assu rances or predictions.

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 3

 Capitalization, page 43

11. Please revise the presentation to include th e founders’ shares in the amount of 250,000 at
June 30, 2011.
Dilution, page 45
12. Please ensure that the pres entation includes th e 250,000 founders’ sh ares outstanding.
13. Please expand the last paragraph of the presenta tion to state that the discussion and tables
exclude 1,830,000 shares of class A common stoc k reserved for future issuance under the
NBH Holding Corp. 2009 E quity Incentive Plan.
Selected Historical Consolidated  Financial Information, pages 47-49
14. Revise the adjusted pre-provisi on pre-tax net revenue to risk weighted assets to be 1.97%
as of and for the twelve months ended December 31, 2010 to be consistent with the
amount presented on page 12.
15. Please expand the notes to state how you determined  the ratio of interest earning assets to
interest-bearing liabilit ies to be 119.48% and 129.11% as of  and for the six months ended
June 30, 2011 and as of and for the twelve months ended December 31, 2010.
16. Please revise to clarify  how you determined the non-interest beari ng deposits to total
deposits (end of period) ratio for as of and for the twelve months ended December 31, 2010 as 10.36% as it appears th at the ratio should be 9.39%.
About Non-GAAP Financia l Matters, page 59

17. Please expand the disclosure to present th e tax effect of stock-based compensation
parenthetically or in a footnote to the rec onciliation and show how the tax effect was
calculated.
18. Please revise the adjusted non-interest income  expense to average assets ratio and the
adjusted efficiency ratio to show the impact  of stock-based compen sation as of and for
the twelve months ended December 31, 2010 to result in the amounts of 3.23% and
55.74% consistent with the amounts presented on page 48.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Select Historical Financial Data  Derived from Assets Acquired and Liabilities Assumed, page 94
19. We note that you have provided certain histori cal financial information for three of the
four acquisitions you have completed sin ce 2010.  Please revise to provide similar
disclosure regarding your acquisition  of Community Banks of Colorado.

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 4

 Business, page 99

20. We note that you have acquired several re tirement banking centers.  Please include
disclosure regarding services and products  related to these co mmunities and whether you
intend to continue to devel op this area of your business.
Lending Activities, page 107
21. Please provide more specific disclosure in this section regarding the various loan
products you offer and their terms, including: closed and open end loans, fixed rate and
variable, senior and junior collateral pos itions, and the underwriting standards you apply.
Compensation Discussion and Analysis
2010 Summary Compensation Table, page 136
22. It appears that the footnotes to this table ar e incorrect, in particular notes 4 and 6 in the
Salary column.  Please confir m and revise as appropriate.
Employment Agreements with Named Executive Officers, page 137
23. We note your disclosure on page 138 that  you intend to enter into employment
agreements with Mr. Gaiter, Mr. Metzger a nd Ms. Hinderhofer in connection with the
offering.  Please confirm that you will file these agreements as exhibits to the registration
statement as soon as possible.  Refer to Item 601(b)(10) of Regulation S-K.
Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders
Greater than 5% Stockholders, page 152
24. Please revise the footnotes in this section to identify an individual who has voting and
dispositive power over the shares held.  In addition, please confirm that for any selling
stockholder that is not a natural person, you w ill include the persons who have sole or
shared voting or investment  power over the entity.
Selling Stockholders, page 152

25. Identify whether any of the selling stockholde rs are broker dealers or the affiliates of
broker dealers.  If any of the selling stockholders are broker d ealers, revise the disclosure
to clarify that those selling stockholders ar e underwriters.  Any selling stockholder who is
an affiliate of a broker dealer must make the following representations:
a. The selling stockholder purchased the securities to be resold in the ordinary course of
business, and

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 5

 b. at the time of the purchase, the sell ing stockholder had no agreements or
understandings, directly or i ndirectly, with any person to distribute th e securities.

If the selling stockholders are not able to ma ke these representations, they must also be
identified as underwriters.
Description of Capital Stock, page 153

26. You may not qualify your disclosure by re ference to your amended and restated
certificate of incorporation and by-laws.  Pleas e therefore revise the second sentence of
the introductory paragraph.
Balance Sheet, page F-2
27. Please revise the balance sheet and throughout the filing to present Federal Reserve Bank
and Federal Home Loan Bank stock separately from the total of investment securities.
Consolidated Financial Statements as of a nd for the Year Ended December 31, 2010 and as of
and for the period from June 16, 2009 to December 31, 2009
Note 6 Covered Loans, page F-55
28. Expand the note to describe how prepayments are considered in the determination of
contractual cash flows and cash flows to be expected to be collected pursuant to ASC
310-30-50-1.
29. Please revise to clarify in more detail how acquired loans are accounted for on a pooled
basis and considered to be performing. In addition, changes should be made, as
applicable under the title Past Due Loans appearing on page 75.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 6

  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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Christina Harl ey at (202) 551-3695 or Paul  Cline at (202) 551-3851 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-343 4 with any other questions.

Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Attorney
 cc. Via E-mail

 David E. Shapiro, Esq.  Wachtell, Lipton, Rosen & Katz