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SEC Comment Letter for Bank First Corp (BFC) (CIK 0001746109) (BFC) — Oct 11, 2022

Bank First Corp (BFC) (CIK 0001746109)
Date: Oct. 11, 2022 · CIK: 0001746109 · Accession: 0000000000-22-011162

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File numbers found in text: 333-267621

Date
October 11, 2022
Author
Office of Finance
Form
UPLOAD
Company
Bank First Corp (BFC) (CIK 0001746109)

Letter

United States securities and exchange commission logo October 11, 2022 Kelly Dvorak General Counsel Bank First Corporation 402 North 8th Street Manitowoc, WI 54220 Re:Bank First Corporation Registration Statement on Form S-4 Filed September 26, 2022 File No. 333-267621 Dear Kelly Dvorak: We have limited our review of your registration statement to those issues we have addressed in our 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. Registration Statement on Form S-4 filed September 26, 2022 General 1.It appears that you have not included all of the disclosure concerning Hometown Bancorp, Ltd. called for under Item 17 of Form S-4. Please provide us with an analysis as to why you believe this information is not required or amend your registration statement to include this information. Summary Board Composition and Management of Bank First after the Merger, page 13 2.We note your disclosure that Bank First will appoint Timothy J. McFarlane, Chief Executive Officer and Chairman of Hometown Bancorp, as a director of both Bank First and Bank First, N.A. at the effective time of the merger. Please file the consent of Mr.

FirstName LastNameKelly Dvorak Comapany NameBank First Corporation October 11, 2022 Page 2 FirstName LastName Kelly Dvorak Bank First Corporation October 11, 2022 Page 2 McFarlane required by Rule 438 of the Securities Act, or tell us why you are not required to do so. The Merger Background of the Merger, page 34 3.Please expand your disclosure to describe how the merger consideration was determined and how the board of Hometown took this factor into account in recommending the transaction. 4.We note your disclosure in the penultimate paragraph of this section that Piper Sandler & Co. provided a fairness opinion to the Bank First board. Please file the opinion and Piper's consent as exhibits to your registration statement, or advise. Refer to Rule 436 of the Securities Act. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202- 551-3758 with any questions. Sincerely, Division of Corporation Finance Office of Finance cc: Mark C. Kanaly

Show Raw Text
United States securities and exchange commission logo
October 11, 2022
Kelly Dvorak
General Counsel
Bank First Corporation
402 North 8th Street
Manitowoc, WI 54220
Re:Bank First Corporation
Registration Statement on Form S-4
Filed September 26, 2022
File No. 333-267621
Dear Kelly Dvorak:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-4 filed September 26, 2022
General
1.It appears that you have not included all of the disclosure concerning Hometown Bancorp,
Ltd. called for under Item 17 of Form S-4.  Please provide us with an analysis as to why
you believe this information is not required or amend your registration statement to
include this information.
Summary
Board Composition and Management of Bank First after the Merger, page 13
2.We note your disclosure that Bank First will appoint Timothy J. McFarlane, Chief
Executive Officer and Chairman of Hometown Bancorp, as a director of both Bank First
and Bank First, N.A. at the effective time of the merger.  Please file the consent of Mr.

 FirstName LastNameKelly Dvorak
 Comapany NameBank First Corporation
 October 11, 2022 Page 2
 FirstName LastName
Kelly Dvorak
Bank First Corporation
October 11, 2022
Page 2
McFarlane required by Rule 438 of the Securities Act, or tell us why you are not required
to do so.
The Merger
Background of the Merger, page 34
3.Please expand your disclosure to describe how the merger consideration was determined
and how the board of Hometown took this factor into account in recommending the
transaction.
4.We note your disclosure in the penultimate paragraph of this section that Piper Sandler
& Co. provided a fairness opinion to the Bank First board.  Please file the opinion and
Piper's consent as exhibits to your registration statement, or advise.  Refer to Rule 436 of
the Securities Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer at 202-
551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mark C. Kanaly