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SEC Company Response from Professional Holding Corp. (CIK 0001630856) — Jan 28, 2020

Professional Holding Corp. (CIK 0001630856)
Date: Jan. 28, 2020 · CIK: 0001630856 · Accession: 0001104659-20-007349

AI Filing Summary & Sentiment

Date
January 28, 2020
Author
Matthew M. Guest
Form
CORRESP
Company
Professional Holding Corp. (CIK 0001630856)

Letter

[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]

January 28, 2020

VIA HAND DELIVERY AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Julia Griffith

Dietrich King

Re: Professional Holding Corp.

Draft Registration Statement on Form S-4

Submitted December 23, 2019

CIK No. 0001630856

Ladies and Gentlemen:

On behalf of Professional Holding Corp. (the “Company”), we are providing the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in its letter, dated January 15, 2020, with respect to the above-referenced Draft Registration Statement on Form S-4 (the “Draft Registration Statement”). The Company is concurrently filing its Registration Statement on Form S-4 (the “Registration Statement”) via EDGAR, and five courtesy copies of the Registration Statement marked to show changes to the Draft Registration Statement are being sent to the Staff under separate cover.

For the Staff’s convenience, the text of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Terms not otherwise defined in this letter shall have the meanings set forth in the Registration Statement. All references to page numbers in these responses are to the pages of the Registration Statement.

U.S. Securities and Exchange Commission

January 28, 2020

Page 2

Draft Registration Statement on Form S-4

Questions and Answers about the Merger and the Special Meetings

Q: Will the value of the merger consideration change between the date of this document and the time the merger is completed?, page 2

1. Please revise the answer to clarify that currently there is no public market for Professional Class A common stock. In addition, please clarify in the answer how Marquis shareholders can obtain current sale prices for Professional Class A common stock. Finally, please disclose in the answer that at the time of the Marquis special meeting, Marquis shareholders will not know the market value of the

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 2 of the Registration Statement.

* * * * * *

If you have any questions, please do not hesitate to contact Matthew M. Guest at (212) 403-1341 or MGuest@wlrk.com.

Very
truly yours,
/s/
Matthew M. Guest

Show Raw Text
CORRESP
1
filename1.htm

[LETTERHEAD
OF WACHTELL, LIPTON, ROSEN & KATZ]

January 28, 2020

VIA HAND DELIVERY AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:
     Julia Griffith

    Dietrich King

    Re:
    Professional Holding Corp.

    Draft Registration Statement on Form S-4

    Submitted December 23, 2019

    CIK No. 0001630856

Ladies and Gentlemen:

On behalf of Professional Holding Corp.
(the “Company”), we are providing the Company’s responses to the comments of the Staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
set forth in its letter, dated January 15, 2020, with respect to the above-referenced Draft Registration Statement on Form S-4
(the “Draft Registration Statement”). The Company is concurrently filing its Registration Statement on Form
S-4 (the “Registration Statement”) via EDGAR, and five courtesy copies of the Registration Statement marked
to show changes to the Draft Registration Statement are being sent to the Staff under separate cover.

For the Staff’s convenience, the text
of the Staff’s comments is set forth below in bold, followed in each case by the Company’s response. Terms not otherwise
defined in this letter shall have the meanings set forth in the Registration Statement. All references to page numbers in these
responses are to the pages of the Registration Statement.

U.S. Securities and Exchange Commission

January 28, 2020

Page 2

Draft Registration Statement on Form S-4

Questions and Answers about the Merger and the Special
Meetings

Q: Will the value of the merger consideration change between
the date of this document and the time the merger is completed?, page 2

 1. Please revise the answer to clarify that currently there is no public market for Professional Class A common stock. In addition,
please clarify in the answer how Marquis shareholders can obtain current sale prices for Professional Class A common stock. Finally,
please disclose in the answer that at the time of the Marquis special meeting, Marquis shareholders will not know the market value
of the

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 2 of the Registration Statement.

    *
    *
    *
    *
    *
    *

If you have any questions, please do not
hesitate to contact Matthew M. Guest at (212) 403-1341 or MGuest@wlrk.com.

    Very
    truly yours,

    /s/
    Matthew M. Guest

 cc: Daniel R. Sheehan, Chairman and Chief Executive Officer
(Professional Holding Corp.)