SEC Comment Letter for Triumph Financial, Inc. (TFIN, TFINP) (CIK 0001539638) (TFIN) — Sep 20, 2016
Triumph Financial, Inc. (TFIN, TFINP) (CIK 0001539638)
Date: Sept. 20, 2016 · CIK: 0001539638 · Accession: 0000000000-16-093559
AI Filing Summary & Sentiment
File numbers found in text: 333-213169
Letter
Mail Stop 4720 September 20, 2016 Aaron P. Graft President and 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-3 Filed September 13, 2016 File No. 333-213169
Dear Mr. Graft:
We have reviewed your amended registration statement 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 to your facts and circumstanc es 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. Unless we note otherwise , our references to prior comments are to comments in our September 8, 2016 letter .
Description of Purchase Contracts, page 29
1. We note your response to comment three and your revised disclosure . The revised disclosure indic ates that the purchase contracts may be settled in cash by “reference or linkage to the value, performance or level of our common stock or preferred stock.” Given that these contracts are not intended to be physically settled, please provide us with your legal analysis as to whether these contracts should be characterized as security -based swaps.
Aaron P. Graft Triumph Bancorp, Inc. September 20, 2016 Page 2
Please contact Eric Envall at (202) 551 -3234 me at (202) 551 -3338 with any questions.
Sincerely,
/s/ Dietrich A. King
Show Raw Text
Mail Stop 4720
September 20, 2016
Aaron P. Graft
President and 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-3
Filed September 13, 2016
File No. 333-213169
Dear Mr. Graft:
We have reviewed your amended registration statement 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 to your facts and
circumstanc es 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. Unless we note
otherwise , our references to prior comments are to comments in our September 8, 2016 letter .
Description of Purchase Contracts, page 29
1. We note your response to comment three and your revised disclosure . The revised
disclosure indic ates that the purchase contracts may be settled in cash by “reference or
linkage to the value, performance or level of our common stock or preferred
stock.” Given that these contracts are not intended to be physically settled, please
provide us with your legal analysis as to whether these contracts should be characterized
as security -based swaps.
Aaron P. Graft
Triumph Bancorp, Inc.
September 20, 2016
Page 2
Please contact Eric Envall at (202) 551 -3234 me at (202) 551 -3338 with any questions.
Sincerely,
/s/ Dietrich A. King
Dietrich A. King
Assistant Director
Office of Financial Services
cc: Mark Veblen, Wachtell, Lipton, Rosen & Katz