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
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CORRESP
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[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.
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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.)