SEC Company Response from Professional Holding Corp. (CIK 0001630856) — Jan 6, 2020
Professional Holding Corp. (CIK 0001630856)
Date: Jan. 6, 2020 · CIK: 0001630856 · Accession: 0001104659-20-001629
AI Filing Summary & Sentiment
Referenced dates: December 23, 2019
Letter
Division of Corporation Finance Re: Professional Holding Corp. Draft Registration Statement on Form S-1 Submitted December 13, 2019 CIK No.
Dear Ms. Griffith:
On behalf of Professional Holding Corp. (the “Company”) and in response to the comments by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated December 23, 2019 to the Company (the “Comment Letter”), we are submitting the following information.
Concurrently with the submission of this letter, the Company is publicly filing a registration statement Form S-1 (the “Registration Statement”). For your reference, copies of this letter, along with clean copies of the Registration Statement and copies marked to show all changes to the most recent Draft Registration Statement on Form S-1 submitted on December 13, 2019, are being delivered to the Staff under separate cover. The changes reflected in the Registration Statement include those made in response to the Staff’s comments and certain other changes that are intended to update and clarify certain information.
The Company’s responses are numbered to relate to the corresponding comments in the Comment Letter. For your convenience, each of the Company’s responses is preceded with an italicized recitation of the corresponding comment from the Comment Letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed December 13, 2019
Note B - Pro Forma Adjustments, page
Las Olas Centre, Suite 1400, 450 East Las Olas Boulevard · Fort Lauderdale, FL 33301-4206 | 954-462-2000 | Fax: 954-523-1722 | www.gunster.com
BOCA RATON · FORT LAUDERDALE · JACKSONVILLE · KEY LARGO · MIAMI · orlando · PALM BEACH · STUART · TALLAHASSEE · tampa · VERO BEACH · WEST PALM BEACh · Winter Park
U.S. Securities and Exchange Commission
January 6, 2020
Page 2
1. Please supplementally provide the computation of the fair value of consideration paid for MBI’s common equity of $84,358 in adjustment (i).
RESPONSE: The fair value of the consideration to be paid for MBI’s common equity has been revised to reflect $82,096 (dollars in thousands) in adjustment (i). This amount is based on: (i) 3,419,188 shares of MBI common stock outstanding, (ii) 686,329 exercisable MBI options outstanding with a weighted average exercise price of $11.91 per share, (iii) an exchange ratio of 1.2048 shares of Professional Holding Corp. Class A Common Stock for each share of MBI common stock in accordance with the merger agreement and (iv) an assumed value of $18.25 per share of Professional Holding Corp. Class A Common Stock in accordance with the merger agreement. See calculation below.
(a) MBI shares outstanding 3,419,188
(b) Company Class A shares to be issued (1.2048 * (a)) 4,119,438
(c) Stock fair value ($18.25 * (b)) $ 75,179,738
(d) Exercisable MBI Options Outstanding 686,329
(e) Company Class A options to be issued (1.2048 * (d)) 826,889
(f) Options fair value $ 6,916,549
Fair value of total consideration ((c)+(f)) $ 82,096,287
Comparative Historical And Unaudited Pro Forma Per Share Data, page 35
2. Please tell us how you determined the actual amounts of Company End of Period Diluted Shares Outstanding and MBI End of Period Diluted Shares Outstanding at September 30, 2019 and December 31, 2018, respectively.
RESPONSE: The Company determined the actual amounts of Company End of Period Diluted Shares Outstanding and MBI End of Period Diluted Shares Outstanding by adding the applicable number of exercisable options to the Company End of Period Shares Outstanding and MBI End of Period Shares Outstanding, respectively, at September 30, 2019 and December 30, 2018, respectively. The amounts for September 30, 2019 have been revised in the Registration Statement.
We are available to discuss any of the Company’s responses with you at your convenience. Should you have any questions or want to discuss these matters further, please contact me at (954) 468-1373.
U.S. Securities and Exchange Commission
January 6, 2020
Page 3
Very truly yours,
/s/ Gustav L. Schmidt
Show Raw Text
CORRESP
1
filename1.htm
Our
File Number: 42282.00005
Writer’s
Direct Dial Number: (954) 468-1373
Writer’s
Direct Fax Number: (954) 888-2002
Writer’s
E-Mail Address: gschmidt@gunster.com
January 6, 2020
VIA FEDEX
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attn: Julia Griffith
Re: Professional Holding Corp.
Draft Registration
Statement on Form S-1
Submitted
December 13, 2019
CIK No.
0001630856
Dear Ms. Griffith:
On behalf of Professional
Holding Corp. (the “Company”) and in response to the comments by the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated
December 23, 2019 to the Company (the “Comment Letter”), we are submitting the following information.
Concurrently with the
submission of this letter, the Company is publicly filing a registration statement Form S-1 (the “Registration Statement”).
For your reference, copies of this letter, along with clean copies of the Registration Statement and copies marked to show all
changes to the most recent Draft Registration Statement on Form S-1 submitted on December 13, 2019, are being delivered to the
Staff under separate cover. The changes reflected in the Registration Statement include those made in response to the Staff’s
comments and certain other changes that are intended to update and clarify certain information.
The Company’s
responses are numbered to relate to the corresponding comments in the Comment Letter. For your convenience, each of the Company’s
responses is preceded with an italicized recitation of the corresponding comment from the Comment Letter.
Amendment No. 1 to Draft Registration
Statement on Form S-1 filed December 13, 2019
Note B - Pro Forma Adjustments, page
32
Las
Olas Centre, Suite 1400, 450 East Las Olas Boulevard ·
Fort Lauderdale, FL 33301-4206 | 954-462-2000 | Fax:
954-523-1722 | www.gunster.com
BOCA
RATON · FORT
LAUDERDALE · JACKSONVILLE
· KEY
LARGO · MIAMI
· orlando
· PALM
BEACH · STUART
· TALLAHASSEE
· tampa
· VERO
BEACH · WEST
PALM BEACh · Winter
Park
U.S. Securities and Exchange Commission
January 6, 2020
Page 2
1. Please supplementally provide the computation of the fair value of consideration paid for MBI’s
common equity of $84,358 in adjustment (i).
RESPONSE: The
fair value of the consideration to be paid for MBI’s common equity has been revised to reflect $82,096 (dollars
in thousands) in adjustment (i). This amount is based on: (i) 3,419,188 shares of MBI common stock outstanding, (ii) 686,329
exercisable MBI options outstanding with a weighted average exercise price of $11.91 per share, (iii) an exchange ratio of
1.2048 shares of Professional Holding Corp. Class A Common Stock for each share of MBI common stock in accordance with the
merger agreement and (iv) an assumed value of $18.25 per share of Professional Holding Corp. Class A Common Stock in
accordance with the merger agreement. See calculation below.
(a) MBI shares outstanding
3,419,188
(b) Company Class A shares to be issued (1.2048 * (a))
4,119,438
(c) Stock fair value ($18.25 * (b))
$ 75,179,738
(d) Exercisable MBI Options Outstanding
686,329
(e) Company Class A options to be issued (1.2048 * (d))
826,889
(f) Options fair value
$ 6,916,549
Fair value of total consideration ((c)+(f))
$ 82,096,287
Comparative Historical And Unaudited
Pro Forma Per Share Data, page 35
2. Please tell us how you determined the actual amounts
of Company End of Period Diluted Shares Outstanding and MBI End of Period Diluted Shares Outstanding at September 30, 2019 and
December 31, 2018, respectively.
RESPONSE: The Company
determined the actual amounts of Company End of Period Diluted Shares Outstanding and MBI End of Period Diluted Shares Outstanding
by adding the applicable number of exercisable options to the Company End of Period Shares Outstanding and MBI End of Period Shares
Outstanding, respectively, at September 30, 2019 and December 30, 2018, respectively. The amounts for September 30, 2019 have been
revised in the Registration Statement.
We are available to
discuss any of the Company’s responses with you at your convenience. Should you have any questions or want to discuss these
matters further, please contact me at (954) 468-1373.
U.S. Securities and
Exchange Commission
January 6, 2020
Page 3
Very truly yours,
/s/ Gustav L. Schmidt
Gustav L. Schmidt
cc: Dietrich King, U.S. Securities and Exchange Commission
Christina Harley,
U.S. Securities and Exchange Commission
Gus Rodriguez, U.S.
Securities and Exchange Commission
Daniel R. Sheehan,
Chief Executive Officer, Professional Holding Corp.
Mary Usategui, Chief
Financial Officer, Professional Holding Corp.
Frank M. Conner III, Covington &
Burling LLP
Michael P. Reed, Covington
& Burling LLP
Christopher J. DeCresce,
Covington & Burling LLP
Lisa Roney, Crowe
LLP
Robert B. Lamm, Gunster