SEC Comment Letter for Triumph Financial, Inc. (TFIN, TFINP) (CIK 0001539638) (TFIN) — Oct 24, 2014
Triumph Financial, Inc. (TFIN, TFINP) (CIK 0001539638)
Date: Oct. 24, 2014 · CIK: 0001539638 · Accession: 0000000000-14-053086
AI Filing Summary & Sentiment
File numbers found in text: 333-198838
Referenced dates: October 2, 2014
Letter
October 24, 2014 Via E -mail Aaron P. Graft Chief Executive Officer Triumph Bancorp, Inc. 12700 Park Central Drive, Suite 1700 Dallas, TX 75251
Re: Triumph Bancorp, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 17 , 2014 File No. 333-198838
Dear Mr. Graft :
We have reviewed your amended registration statement and related response letter 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 t o 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.
Amendment No. 1 to Registration Statement on Form S -1
General
1. We note your response to comment one in our letter dated October 2, 2014 and reissue in part. Please revise your filing to include all information that may not properly be excluded pursuant to Rule 430A under the Securities Act of 1933.
Security Ownership of Beneficial Owners and Management, page 133
2. We note your response to comment two in our letter dated October 2, 2014 that certain executive officers and directors s hare voting and investment power over securities held by TCC. However, these shares do not seem to be included in the beneficial ownership
Aaron P. Graft Triumph Bancorp, Inc. October 24, 2014 Page 2
calculation for each of these directors. Please revise the beneficial ownership amounts or disclose and tell us why this is not appropriate.
Exhibit Index
3. We note your response to comment three in our letter dated October 2, 2014 . Please file all outstanding exhibits to allow adequate time for staff review. Additionally, please also file your articles of incorporat ion and bylaws “as currently in effect” or tell us when these governing documents will be in effect. Refer to Item 601(b)(3) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be cer tain 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 regist ration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing ef fective, 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 f ull 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 federa l securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests 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.
Aaron P. Graft Triumph Bancorp, Inc. October 24, 2014 Page 3
Please contact Christopher Dunham, Staff Attorney, at (202) 551 -3783 or me at (202) 551-3464 with any other questions.
Sincerely,
/s/ Kathryn McHale
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October 24, 2014 Via E -mail Aaron P. Graft Chief Executive Officer Triumph Bancorp, Inc. 12700 Park Central Drive, Suite 1700 Dallas, TX 75251 Re: Triumph Bancorp, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 17 , 2014 File No. 333-198838 Dear Mr. Graft : We have reviewed your amended registration statement and related response letter 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 t o 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. Amendment No. 1 to Registration Statement on Form S -1 General 1. We note your response to comment one in our letter dated October 2, 2014 and reissue in part. Please revise your filing to include all information that may not properly be excluded pursuant to Rule 430A under the Securities Act of 1933. Security Ownership of Beneficial Owners and Management, page 133 2. We note your response to comment two in our letter dated October 2, 2014 that certain executive officers and directors s hare voting and investment power over securities held by TCC. However, these shares do not seem to be included in the beneficial ownership Aaron P. Graft Triumph Bancorp, Inc. October 24, 2014 Page 2 calculation for each of these directors. Please revise the beneficial ownership amounts or disclose and tell us why this is not appropriate. Exhibit Index 3. We note your response to comment three in our letter dated October 2, 2014 . Please file all outstanding exhibits to allow adequate time for staff review. Additionally, please also file your articles of incorporat ion and bylaws “as currently in effect” or tell us when these governing documents will be in effect. Refer to Item 601(b)(3) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be cer tain 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 regist ration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing ef fective, 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 f ull 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 federa l securities laws of the United States. Please refer to Rules 460 and 461 regarding requests 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. Aaron P. Graft Triumph Bancorp, Inc. October 24, 2014 Page 3 Please contact Christopher Dunham, Staff Attorney, at (202) 551 -3783 or me at (202) 551-3464 with any other questions. Sincerely, /s/ Kathryn McHale Kathryn McHale Senior Staff Attorney cc: Via E -mail Mark F. Veblen, Esq.