SEC Company Response from Professional Holding Corp. (CIK 0001630856) — Jan 17, 2020
Professional Holding Corp. (CIK 0001630856)
Date: Jan. 17, 2020 · CIK: 0001630856 · Accession: 0001104659-20-005201
AI Filing Summary & Sentiment
File numbers found in text: 333-235822
Referenced dates: January 10, 2020
Letter
VIA EDGAR Division of Corporation Finance Re: Professional Holding Corp. Registration Statement on Form S-1 Filed January 6, 2020 File No. 333-235822
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 January 10, 2020 to the Company (the “Comment Letter”), we are submitting the following information.
Concurrently with the submission of this letter, the Company is publicly filing Amendment No.1 to its registration statement on Form S-1 (the “Amendment”). For your reference, copies of this letter, along with clean copies of the Amendment and copies marked to show all changes to the Registration Statement on Form S-1 filed on January 6, 2020, 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.
Form S-1 Filed January 6, 2020
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 17, 2020
Page 2
1. We have reviewed your response to prior comment number 1. We note that the option fair value of $6,916,549 is based on MBI options vested and exercisable in the amount of 686,329. However, on page 33 of Note B - Pro Forma Adjustments (i) and page F-75 you disclose that you had outstanding options for MBI of 964,386. On page 16 under the title Prospectus Summary - Recent Developments - MBI Acquisition, you also disclose that all MBI stock options granted and outstanding prior to the closing of the merger will be converted into an option to purchase shares of Professional's Class A Common Stock based on the exchange ratio. Please revise your calculation and related disclosures.
RESPONSE: We acknowledge the Staff’s comment and have revised the pro forma financial information on pages 39 and 43 through 46 of the prospectus and related disclosures to reflect the fair value of all outstanding MBI options, which will be converted into Company options upon consummation of the merger in accordance with the terms of the merger agreement.
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.
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 17, 2020
VIA EDGAR
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.
Registration
Statement on Form S-1
Filed January
6, 2020
File No.
333-235822
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
January 10, 2020 to the Company (the “Comment Letter”), we are submitting the following information.
Concurrently with the
submission of this letter, the Company is publicly filing Amendment No.1 to its registration statement on Form S-1 (the “Amendment”).
For your reference, copies of this letter, along with clean copies of the Amendment and copies marked to show all changes to the
Registration Statement on Form S-1 filed on January 6, 2020, 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.
Form
S-1 Filed January 6, 2020
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 17, 2020
Page 2
1. We have reviewed your response to prior comment number 1. We note that the option fair value
of $6,916,549 is based on MBI options vested and exercisable in the amount of 686,329. However, on page 33 of Note B - Pro Forma
Adjustments (i) and page F-75 you disclose that you had outstanding options for MBI of 964,386. On page 16 under the title Prospectus
Summary - Recent Developments - MBI Acquisition, you also disclose that all MBI stock options granted and outstanding prior to
the closing of the merger will be converted into an option to purchase shares of Professional's Class A Common Stock based on the
exchange ratio. Please revise your calculation and related disclosures.
RESPONSE:
We acknowledge the Staff’s comment and have revised the pro forma financial information on pages 39 and 43 through 46
of the prospectus and related disclosures to reflect the fair value of all outstanding MBI options, which will be converted into
Company options upon consummation of the merger in accordance with the terms of the merger agreement.
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.
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