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SEC Comment Letter for Professional Holding Corp. (CIK 0001630856) — Jan 30, 2020

Professional Holding Corp. (CIK 0001630856)
Date: Jan. 30, 2020 · CIK: 0001630856 · Accession: 0000000000-20-000801

AI Filing Summary & Sentiment

File numbers found in text: 333-235822

Date
January 29, 2020
Author
Office of Finance
Form
UPLOAD
Company
Professional Holding Corp. (CIK 0001630856)

Letter

January 29, 2020 Daniel R. Sheehan Chairman and Chief Executive Officer Professional Holding Corp. 396 Alhambra Circle, Suite 255 Coral Gables, FL 33134 Re:Professional Holding Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 17, 2020 File No. 333-235822 Dear Mr. Sheehan: 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 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. Unless we note otherwise, our references to prior comments are to comments in our January 10, 2020 letter. Form S-1 Amendment Filed January 17, 2020 Unaudited Pro Forma Combined Condensed Financial Information Notes To Unaudited Pro Forma Condensed Combined Consolidated Financial Information Note C - Pro Forma Allocation Of Purchase Price, page 43 1.We have reviewed your response to comment 1. Based on your disclosures throughout the document and in Note B - Pro Forma Adjustments (i) it appears that the fair value of consideration paid would be approximately $86,671. Please revise or provide us with your detailed calculation of the pro forma purchase price disclosed in the amount of $84,898.

FirstName LastNameDaniel R. Sheehan Comapany NameProfessional Holding Corp. January 29, 2020 Page 2 FirstName LastName Daniel R. Sheehan Professional Holding Corp. January 29, 2020 Page 2

Item 16. Exhibits and Financial Statement Schedules (a) Exhibit Index Exhibit 23.1 - Consent of Crowe LLP, page II-6 2.We note the reference to the consolidated financial statements of Marquis Bank, Inc. In your next amendment, please revise the consent to refer to the consolidated financial statements of Marquis Bancorp, Inc. You may contact Christina Harley at 202-551-3695 or Gus Rodriguez at 202-551-3752 if you have questions regarding comments on the financial statements and related matters. Please contact Julia Griffith at 202-551-3267 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Finance

Show Raw Text
January 29, 2020
Daniel R. Sheehan
Chairman and Chief Executive Officer
Professional Holding Corp.
396 Alhambra Circle, Suite 255
Coral Gables, FL 33134
Re:Professional Holding Corp.
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 17, 2020
File No. 333-235822
Dear Mr. Sheehan:
            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
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.  Unless we note
otherwise, our references to prior comments are to comments in our January 10, 2020 letter.
Form S-1 Amendment Filed January 17, 2020
Unaudited Pro Forma Combined Condensed Financial Information
Notes To Unaudited Pro Forma Condensed Combined Consolidated Financial Information
Note C - Pro Forma Allocation Of Purchase Price, page 43
1.We have reviewed your response to comment 1. Based on your disclosures throughout the
document and in Note B - Pro Forma Adjustments (i) it appears that the fair value of
consideration paid would be approximately $86,671. Please revise or provide us with your
detailed calculation of the pro forma purchase price disclosed in the amount of $84,898.

 FirstName LastNameDaniel R.  Sheehan
 Comapany NameProfessional Holding Corp.
 January 29, 2020 Page 2
 FirstName LastName
Daniel R.  Sheehan
Professional Holding Corp.
January 29, 2020
Page 2

Item 16. Exhibits and Financial Statement Schedules
(a) Exhibit Index
Exhibit 23.1 - Consent of Crowe LLP, page II-6
2.We note the reference to the consolidated financial statements of Marquis Bank, Inc. In
your next amendment, please revise the consent to refer to the consolidated financial
statements of Marquis Bancorp, Inc.
            You may contact Christina Harley at 202-551-3695 or Gus Rodriguez at 202-551-3752 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance