SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 23, 2025

Nicole Van Denabeele
Chief Financial Officer
National Bank Holdings Corporation
7800 East Orchard Road, Suite 300
Greenwood Village, CO 80111

 Re: National Bank Holdings Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35654
Dear Nicole Van Denabeele:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 ​ April 17, 2025 ​ ​ VIA EDGAR ​ U.S. Securities and Exchange Commission Division of Corporate Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 ​ Attention: Mengyao Lu Cara Lubit ​ Re: National Bank Holdings Corporation Form 10K for Fiscal Year Ended December 31, 2024 File No. 001 – 35654 ​ ​ Dear U.S. Securities and Exchange Commission: ​ This letter response to the comments of the Staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) contained in the letter from the Staff dated April 9, 2025 (the “ Comment Letter ”) regarding the above-referenced filing on Form 10-K (the “ 10-K ”) of National Bank Holdings Corporation (the “ Company ”). ​ Form 10-K for Fiscal Year Ended December 31, 2024 ​ Tangible Common Book Value Ratios, page 47 We note your presentation, here and in Exhibit 99.1 of your earnings release 8-K dated January 22, 2025, of non-GAAP measures “tangible common book value, excluding accumulated other comprehensive loss, net of tax” and “tangible common book value per share, excluding accumulated other comprehensive loss, net of tax.” These measures exclude the impact of accumulated other comprehensive income / loss (“AOCI/L”) and represent individually tailored accounting measures, given that the adjustments to exclude AOCI have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP. Please remove the presentation of these non-GAAP measures from your future filings. Refer to Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G. ​ ​ ​ ​ 1 ​ ​ Response: The Company respectfully advises the Staff that it will remove the non-GAAP measures “tangible common book value, excluding accumulated other comprehensive loss, net of tax” and “tangible common book value per share, excluding accumulated other comprehensive loss, net of tax” in future filings beginning with Exhibit 99.1 of our first quarter 2025 earnings release 8-K. ​ In addition, we hereby acknowledge that we are responsible for the adequacy and accuracy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. ​ If you have any questions regarding the response provided herein, please call me at (720) 554 -6640. ​ ​ ​ ​ ​ ​ ​ ​ ​ Sincerely, ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Nicole Van Denabeele ​ ​ Nicole Van Denabeele ​ ​ Chief Financial Officer ​ 2 ​

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 9, 2025

Nicole Van Denabeele
Chief Financial Officer
National Bank Holdings Corporation
7800 East Orchard Road, Suite 300
Greenwood Village, CO 80111

 Re: National Bank Holdings Corporation
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35654
Dear Nicole Van Denabeele:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Tangible Common Book Value Ratios, page 47

1. We note your presentation, here and in Exhibit 99.1 of your earnings
release 8-K
 dated January 22, 2025, of non-GAAP measures tangible common book
value,
 excluding accumulated other comprehensive loss, net of tax and
tangible common
 book value per share, excluding accumulated other comprehensive loss,
net of tax.
 These measures exclude the impact of accumulated other comprehensive
income /
 loss ( AOCI/L ) and represent individually tailored accounting
measures, given that
 the adjustments to exclude AOCI have the effect of changing the
recognition and
 measurement principles required to be applied in accordance with GAAP.
Please
 remove the presentation of these non-GAAP measures from your future
filings. Refer
 to Question 100.04 of the Division of Corporation Finance s Compliance
 & Disclosure Interpretations on Non-GAAP Financial Measures and Rule
100(b) of
 Regulation G.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
 April 9, 2025
Page 2

action or absence of action by the staff.

 Please contact Mengyao Lu at 202-551-3471 or Cara Lubit at 202-551-5909
with any
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
</TEXT>
</DOCUMENT>

August 5, 2015

Brian F. Lilly
Chief Financial Officer
National Bank Holdings Corporation
7800 East Orchard, Suite 300
Greenwood Village, Colorado 80111

Re: National Bank Holdings Corporation
 Form 10 -K for Fis cal Year Ended December 31 , 2014
Filed February 27 , 2015
File No. 00 1-35654

Dear Mr. Lilly:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities l aws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Gus Rodriguez

Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

		7.17.2015 SEC Correspondence Letter

July 17, 2015

VIA EDGAR

Mr. Gus Rodriguez

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:     National Bank Holdings Corporation

Form 10-K for the Fiscal Year Ended December 31, 2014

Filed February 27, 2015

Form 10-Q for the Fiscal Quarter Ended March 31, 2015

Filed May 8, 2015

File No. 001-35654

Dear Mr. Rodriguez:

This letter responds to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in the letter from the Staff dated July 8, 2015 (the “Comment Letter”) regarding the above-referenced filings on Form 10-K (the “10-K”) and Form 10-Q (the “10-Q”) of National Bank Holdings Corporation (the “Company”).

Form 10-Q for Fiscal Quarter Ended March 31, 2015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Income Taxes, page 70

1.

 You disclose that you recorded an income tax benefit during the three months ended March 31, 2015 as a result of using the actual year-to-date earnings instead of the estimated annual effective tax rate. Please tell us how your accounting for the income tax benefit is in accordance with ASC 740-270-30. Please also tell us your estimated annual ordinary income and your forecasted annual effective tax rate for 2015 and the key assumptions underlying these estimates.

Response: At March 31, 2015, we concluded that we could not reliably estimate our 2015 annual effective tax rate because of (1) significant variability in our FDIC indemnification asset amortization, (2) quarterly fair value adjustments on our warrant liabilities which are based on future stock price and market volatility and (3) the relationship of our increasing tax-exempt income (municipal lending and bank-owned life insurance cash value increases) to pre-tax income.  Beginning in 2015, the impact of these factors became magnified, given the forecasted levels of our pre-tax income (loss), such that small variations in any of these items, or our forecasted pre-tax earnings (loss), produce significant variations in our estimated annual effective tax rate period-to-period.

As a result, beginning with the period ended March 31, 2015 we began applying the guidance in ASC paragraph 740-270-30-18:

“Estimates of the annual effective tax rate at the end of interim periods are, of necessity, based on evaluations of possible future events and transactions and may be subject to subsequent refinement or revision. If a reliable estimate cannot be made, the actual effective tax rate for the year to date may be the best estimate of the annual effective tax rate.”

 1

We believe the actual effective tax rate for the year-to-date period approach now provides the most accurate reflection of our tax position each quarter and complies with ASC 740.

The Company does not publically disclose estimated annual ordinary income or forecasted annual effective tax rate information.  However, to further illustrate the application of ASC 740-270-30-18, our forecasted range of potential 2015 effective tax rates could span approximately 295%.

2.

 Your effective income tax expense has fluctuated from an effective tax rate expense of 35.1% at March 31, 2014 to an effective tax rate benefit of 51.4% at March 31, 2015.   Please provide in future interim filings the income tax expense disclosures required by Item 4.08(h) of Regulation S-X and ASC 740-270-50-1.

Response:  To further clarify our application of the provisions of ASC 740-270-30-18 described above, we will revise our “Basis of Presentation” footnote disclosure contained in Note 1 of the Notes to Consolidated Interim Financial Statements in our future interim filings beginning with our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 to include the following explanation:

“Income taxes - For the three and six months ended June 30, 2015, the Company has utilized the discrete effective tax rate method, as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “Income Taxes-Interim Reporting,” to calculate its interim income tax provision. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year to date period as if it was the annual period and determines the income tax expense or benefit on that basis. The Company believes that, at this time, the use of this discrete method is more appropriate than the annual effective tax rate method as the estimated annual effective tax rate method is not reliable due to (1) the levels of tax-exempt income in relation to pre-tax income, (2) the impact of the warrant liability which is non-taxable and (3) the impact and variability of FDIC Indemnification amortization on our pre-tax income.

The income tax rate for the period ended June 30, 2015 was [*%] based on application of the discrete approach.  The quarterly tax rate differs from the federal statutory rate primarily due to interest income from tax-exempt lending, tax-exempt Bank Owned Life insurance income, non-taxable warrant liability fair value adjustment and the relationship of each of these items to our pre-tax income (loss).  Furthermore, we recorded a [$*] million tax expense related to the write-off of deferred tax assets on certain stock-based compensation awards granted to former executives which expired in the quarter.”

We further confirm that we will provide similar disclosure in our future filings, as applicable.

***

In addition, we hereby acknowledge the following:

•

 We are responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

•

 We may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding or the responses herein provided, please call me at (720)-529-3315.

 Sincerely,

 /s/ Brian F. Lilly

 Brian F. Lilly

Chief Financial Officer and Chief Accounting Officer

cc: Stephen Penn, KPMG, LLP

 2

July 8 , 2015

Brian F. Lilly
Chief Financial Officer
National Bank Holdings Corporation
7800 East Orchard, Suite 300
Greenwood Village, Colorado 80111

Re: National Bank Holdings Corporation
 Form 10 -K for Fis cal Year Ended December 31 , 2014
Filed February 27 , 2015
Form 10 -Q for Fiscal Quarter Ended March 31, 2015
Filed May 8, 2015
File No. 00 1-35654

Dear Mr. Lilly :

We have reviewed your filing s and have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for Fiscal Quarter Ended March 31, 2015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Income Taxes, page 70

1. You disclose that you recorded an income tax benefit during the three months ended
March 31 , 2015 as a result of using the actual year -to-date earnings instead of the
estimated annual effective tax rate.  Please tell us how your accounting for the income tax
benefit is in accordance with ASC 740 -270-30. Please also tell us your estimated annual
ordinary income and your forecasted annual effective tax rate for 2015 and the key
assumptions underlying these estimates.

2. Your effective income tax expense has fluctuated from an effective tax rate expense of
35.1% at March 31, 2014 to an effective tax rate benefit of 51.4% at March 31, 2015.

Brian F. Lilly
National Bank Holdings Corporation
July 8, 2015
Page 2

 Please provide in future interim filings the income tax expense disclosures require d by
Item 4.08(h) of Regulation S -X and ASC 740 -270-50-1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not f oreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Marc Thomas at (202) 551 -3452  or me at  (202) 55 1-3492 if you have
any questions.

Sincerely,

 /s/ Gus Rodrigu ez

Gus Rodriguez
Accounting Branch Chief

CORRESP
1
filename1.htm

Acceleration  Request

 NATIONAL BANK HOLDINGS CORPORATION

5570 DTC Parkway

 Greenwood Village, Colorado 80111

 September 17, 2012

VIA EDGAR AND FACSIMILE

Ms. Kathryn McHale

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-7010

Re:
National Bank Holdings Corporation

 Registration Statement on Form S-1

 File No. 333-177971

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, National Bank Holdings Corporation (the “Company”) hereby requests that the effective date of the Company’s
Registration Statement on Form S-1 (File No. 333-177971) be accelerated by the U.S. Securities and Exchange Commission (the “Commission”) to 3:00 p.m., New York City time, on September 19, 2012 or as soon as practicable
thereafter.

 In connection with the foregoing request for acceleration of effectiveness, the Company hereby acknowledges the
following:

•

 should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert staff comments or the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 Please contact David E. Shapiro at (212) 403-1314 or Mark F. Veblen at (212) 403-1396 of
Wachtell, Lipton, Rosen & Katz with any questions you may have concerning this request, and please notify either of them when this request for acceleration has been granted.

Very truly yours,

National Bank Holdings Corporation

By:

 /s/ Mark W. Yonkman

Name:

Mark W. Yonkman

Title:

Executive Vice President, General Counsel and Secretary

cc:
Wachtell, Lipton, Rosen & Katz

 David E. Shapiro

 Mark F. Veblen

 September 17, 2012

 Division of Corporation Finance

 Securities and Exchange Commission

Washington, D.C. 20549

 Attention:
Ms. Kathryn McHale

Re:
National Bank Holdings Corporation

 Registration Statement on Form S-1 (SEC File No. 333-177971)

 Ladies and
Gentlemen:

 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act
of 1933, as amended (the “Act”), we hereby join in the request of National Bank Holdings Corporation that the effective date of the Registration Statement be accelerated to be declared effective at 3:00 p.m., Eastern Time, on
September 19, 2012 or as soon as practicable thereafter.

 Pursuant to Rule 460 under the Act, please be advised that, as
representatives of the underwriters, we have distributed the following approximate number of copies of the preliminary prospectus dated September 10, 2012 through the date hereof:

No. of
Copies

Institutions

2438

Prospective Underwriters, Dealers and Others

160

Total

2.598

 The undersigned, as representatives of the several underwriters, has and will, and each underwriter and
dealer has advised the undersigned that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [SIGNATURE PAGE FOLLOWS]

 Very truly yours,

 Goldman, Sachs & Co.

 By:

 /s/ Adam Greene

Name: Adam Greene

Title: Vice President

 Keefe, Bruyette & Woods, Inc.

 By:

 /s/ Scott Studwell

Name: Scott Studwell

Title: Managing Director

 For themselves and as Representatives of the other Underwriters named in Schedule I to the Underwriting Agreement between
National Bank Holdings Corporation and the Underwriters named therein

April 25, 2012
 Via E-mail

Donald Gaiter Chief of Acquisitions and Strategy National Bank Holdings Corporation 101 Federal Street, 19th Floor Boston, MA 02110
Re: National Bank Holdings Corporation
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed April 2, 2012
  File No. 333-177971

Dear Mr. Gaiter:
 We have reviewed your amendment and respons e letter dated April 2, 2012 and have the
following 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Act of 2012 (“the Ac t”), please disclose  on your prospectus
cover page that you are an emerging growth  company, and revise your prospectus to
provide the following additional disclosures:
 Describe how and when a company may lose emerging growth company status;
 A brief description of the various exemptions that ar e available to you, such as
exemptions from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section
14A(a) and (b) of the Securities Exchange Act of 1934; and
 Your election under Secti on 107(b) of the Act:

Donald Gaiter National Bank Holdings Corporation April 25, 2012 Page 2

 o If you have elected to opt out
 of the extended transition period for
complying with new or revised accounting standards pursuant to Section 107(b) of the Act, include a statement that the election is  irrevocable; or
o If you have elected to use the extend ed transition period for complying
with new or revised accounting stan dards under Section 102(b)(2)(B) of
the Act, provide a risk factor explai ning that this election allows you to
delay the adoption of new or revi sed accounting standards that have
different effective dates for public  and private companies until those
standards apply to private companies.  Please state in your risk factor that,
as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates.  Include a similar statemen t in your critical accounting policy
disclosures in MD&A.
Prospectus Summary

Our Competitive Strengths, page 6

2. We note the title NBH (Core) Pre-Tax Pre Provision Net Revenue (1)/ Risk Weighted
Assets for the year ended December 31, 2011, Note 2 to the presentation and the reconciliation of this non-GAAP measure in Note 6 to the Se lected Financial Information
appearing on page 15.  In addition, we not e the presentation of Core pre-tax, pre-
provision net revenue under the title Other Financial Data an d Core pre-tax, pre-provision
net revenue to risk weighted assets under the title Other Information – Financial Ratios
on pages 13 and 14, respectively.  In this regar d, the use of the word “core” implies that
you are referring to your most central or essen tial operations and results. The add-back of
the provision to arrive at “core pre-tax, pr e-provision net revenue” implies that credit
losses are not an inherent part of your core operations. Thus, we believe that it would be
more appropriate to use a more descrip tive title for these non-GAAP measures and
eliminate the use of the word “core” in its  entirety.  Accordin gly, please revise
throughout the document.
Risk Factors

As a public company, we will be required to meet periodic reporting requirements…, page 27
3. We note that you have identified a material  weakness in your internal control over
financial reporting for the year ended Decem ber 31, 2011.  Please separate the disclosure
related to your internal contro ls into its own risk factor.
4. We reissue comment 10 of our letter date d December 9, 2011 which requested that you
eliminate language from your risk factors di sclosure regarding your ability to provide
assurances that a given event might happen.

Donald Gaiter National Bank Holdings Corporation April 25, 2012 Page 3

 5. We note your disclosure that the material  weakness identified did not affect your
independent auditor’s report on your consolidated  financial statements .  Please describe
how you discovered the internal control defici encies and please explain the actions that
were taken between December 31, 2011 and the f iling of the auditor’s report to allow for
your independent auditors to provide assuranc e that the financial statements are free of
material misstatement.
The Market price of our Cl ass A common stock could decline significantly…, page 37

6. Please revise your disclosure to provide the ownership percentage amounts of the holders
that are entitled to the benefits of the registration rights agr eement filed on March 30,
2012.
Compensation Discussion and Analysis
Setting Compensation for our Named Executive Officers, page 142
7. We note your disclosure in the first fu ll paragraph on page 143 that Mr. Gaiter’s
compensation “is based on arrangements that we re negotiated directly  with investors at
the time that [the] Company was founded.”  Pl ease file any agreement that memorializes
these arrangements with Mr. Ga iter, or any other executive o fficer, as an exhibit to your
registration statement.
Senior Executive Bonus Plan, page 146
8. Please file the Senior Executive Bonus Plan as  an exhibit to the registration statement.
Mr. Fitzgerld’s Separation Letter, page 158
9. Please file this separation letter as an exhibit to the re gistration statement
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Act of 1933 and all
applicable Securities Act rules require. Since the company and its management are in possession of
all facts relating to a company’s disclosure, they ar e responsible for the accuracy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of
the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

Donald Gaiter National Bank Holdings Corporation April 25, 2012 Page 4

  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the compan y from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of
the fact that those requesting acceleration are aw are of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public
offering of the securities specified in the above registration statement. Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration statement.
You may contact Christina Harl ey at (202) 551-3695 or Paul  Cline at (202) 551-3851 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-343 4 with any other questions.

Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Staff Attorney
 cc. Via E-mail

 David E. Shapiro, Esq.  Wachtell, Lipton, Rosen & Katz

December 30, 2011
 Via E-mail

Donald Gaiter Acting Chief Financial Officer; Chie f of Acquisitions and Strategy
NBH Holdings Corp. 101 Federal Street, 19th Floor Boston, MA 02110
Re: NBH Holdings Corp.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed December 23, 2011
  File No. 333-177971

Dear Mr. Gaiter:
 We have reviewed your amended registra tion statement and have the following
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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. Please refer to your response to comment 2 of our December 9, 2011 letter and tell us
when you intend to file the Statement of A ssets Acquired and Liab ilities Assumed of
Community Banks of Colorado.

Prospectus Summary
 Our Competitive Strengths, page 6

2. We note that the company’s strategy is to create long-term stockholder value through the
acquisition and operation of community banking franchises and that you state on page 59
that stock-based compensation expense will continue to be a significant recurring

Donald Gaiter NBH Holdings Corp. December 30, 2011 Page 2

 expense. Therefore, please revise your discussion of Non-GAAP financial measures
throughout the document to explain why, in vi ew of your long-term plans, excluding
these charges provides a measur e that accurately reflects management’s intended plan of
operations.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Financial Condition

 Non-performing Assets, page 76

3. Please revise the percentage of total non-perf orming covered loans to total covered loans
of 13.31% at September 30, 2011 to reflect the in formation presented.  It appears the ratio
is not correctly calculated.

Past Due Loans, page 77

4. Please revise the percentage of total past  due and nonaccrual loans non-covered to total
non-covered loans of 7% and the percentage  of total past due and nonaccrual loans
covered to total covered loans of 7% at September 30, 2011 to reflect the information
presented.  It appears the rati o is not correctly calculated.

Allowance for Loan Losses, page 80

5. Please revise the ratio of the allowance for loan losses to total non-performing loans at
period end of 30.25% and the ratio of the a llowance for loan losses to non-performing,
non-covered loans at period end of 19.40% included in the tabul ar presentation to reflect
the information presented.  It appears the ratio is not correctly calculated.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Donald Gaiter NBH Holdings Corp. December 30, 2011 Page 3

 You may contact Christina Harl ey at (202) 551-3695 or Paul  Cline at (202) 551-3851 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-343 4 with any other questions.

Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Staff Attorney
 cc. Via E-mail

 David E. Shapiro, Esq.  Wachtell, Lipton, Rosen & Katz

December 9, 2011
 Via E-mail

Donald Gaiter Acting Chief Financial Officer; Chie f of Acquisitions and Strategy
NBH Holdings Corp. 101 Federal Street, 19th Floor Boston, MA 02110
Re: NBH Holdings Corp.
  Registration Statement on Form S-1
Filed November 14, 2011
  File No. 333-177971

Dear Mr. Gaiter:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. Please update the financial statements and expa nd the MD&A discussions, as applicable,
pursuant to Rule 3-12 of Regulation S-X.
2. Please file the statement of assets acquired and liabilities assumed of Community Banks
of Colorado.
3. We note your disclosure in Risk Factors and on page 113 that Bank Midwest is subject to
an operating agreement with the OCC and an order issued by the FDIC.  Please revise your disclosure to disclose and discuss th e operating agreement and the order in the
Prospectus Summary in addi tion to your existing disclosu re regarding the operating
agreement on page 9.  Please also expand your  disclosure to more fully discuss the
material provisions of the operating agreemen t and the order, incl uding a discussion of
the actions that you have taken or that you pl an to take to comply  with the material

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 2

 provisions and provide specific informati on regarding the current status of your
compliance.
Cover Page

4. Please indicate the number of shares being offered and fill in all corresponding blanks as
soon as possible.
Market Data, page ii
5. Please delete the qualification in third sentence stating that you cannot assure the
accuracy or completeness of the data.
Prospectus Summary
Prospective Markets, page 4
6. We note that you have included th e statistic for banks in your current markets that have a
Texas Ratio of 0%.  Given your recent ac quisitions of troubled banks, please expand
disclosure in this section to address why banks with a Texas Ra tio of 0% are significant.
Our Acquisitions, page 4
7. We note your disclosure that you have comple ted four acquisitions since October 2010.
Please clarify that the trans action with Community Banks of  Colorado was FDIC assisted
and the transaction with Bank Mi dwest was not FDIC assisted.
Summary Selected Historical Consolid ated Financial Information, page 12

8. Please revise the weighted average common sh ares outstanding, basic and diluted for the
six months ended June 30, 2011 to reflect 52,235,566 shares on a diluted basis to be
consistent with the amount appearing in the income statement on page F-3, or advise. In
addition, revise the Selected Historical Consolidated Fina ncial Information on page 48.
9. Please revise the common shares outstanding for the period June 16, 2009 through
December 31, 2009 to include the founders’ shares of 250,000. As such, revise the book value and tangible book value per sh are as a result of this cha nge.  In addition, revise the
Selected Historical Consolidated  Financial Information on page 48.
Risk Factors, page 15

10. Some of your risk fact ors make statements regarding your ability to provide assurances or
predictions that a given event might happen.  Pl ease revise this section to eliminate this
type of language.  The point of a particular ri sk factor is to discuss a material risk and
explain the likelihood of the risk impacting an investment in your securities, not your
ability to provide assu rances or predictions.

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 3

 Capitalization, page 43

11. Please revise the presentation to include th e founders’ shares in the amount of 250,000 at
June 30, 2011.
Dilution, page 45
12. Please ensure that the pres entation includes th e 250,000 founders’ sh ares outstanding.
13. Please expand the last paragraph of the presenta tion to state that the discussion and tables
exclude 1,830,000 shares of class A common stoc k reserved for future issuance under the
NBH Holding Corp. 2009 E quity Incentive Plan.
Selected Historical Consolidated  Financial Information, pages 47-49
14. Revise the adjusted pre-provisi on pre-tax net revenue to risk weighted assets to be 1.97%
as of and for the twelve months ended December 31, 2010 to be consistent with the
amount presented on page 12.
15. Please expand the notes to state how you determined  the ratio of interest earning assets to
interest-bearing liabilit ies to be 119.48% and 129.11% as of  and for the six months ended
June 30, 2011 and as of and for the twelve months ended December 31, 2010.
16. Please revise to clarify  how you determined the non-interest beari ng deposits to total
deposits (end of period) ratio for as of and for the twelve months ended December 31, 2010 as 10.36% as it appears th at the ratio should be 9.39%.
About Non-GAAP Financia l Matters, page 59

17. Please expand the disclosure to present th e tax effect of stock-based compensation
parenthetically or in a footnote to the rec onciliation and show how the tax effect was
calculated.
18. Please revise the adjusted non-interest income  expense to average assets ratio and the
adjusted efficiency ratio to show the impact  of stock-based compen sation as of and for
the twelve months ended December 31, 2010 to result in the amounts of 3.23% and
55.74% consistent with the amounts presented on page 48.
Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
Select Historical Financial Data  Derived from Assets Acquired and Liabilities Assumed, page 94
19. We note that you have provided certain histori cal financial information for three of the
four acquisitions you have completed sin ce 2010.  Please revise to provide similar
disclosure regarding your acquisition  of Community Banks of Colorado.

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 4

 Business, page 99

20. We note that you have acquired several re tirement banking centers.  Please include
disclosure regarding services and products  related to these co mmunities and whether you
intend to continue to devel op this area of your business.
Lending Activities, page 107
21. Please provide more specific disclosure in this section regarding the various loan
products you offer and their terms, including: closed and open end loans, fixed rate and
variable, senior and junior collateral pos itions, and the underwriting standards you apply.
Compensation Discussion and Analysis
2010 Summary Compensation Table, page 136
22. It appears that the footnotes to this table ar e incorrect, in particular notes 4 and 6 in the
Salary column.  Please confir m and revise as appropriate.
Employment Agreements with Named Executive Officers, page 137
23. We note your disclosure on page 138 that  you intend to enter into employment
agreements with Mr. Gaiter, Mr. Metzger a nd Ms. Hinderhofer in connection with the
offering.  Please confirm that you will file these agreements as exhibits to the registration
statement as soon as possible.  Refer to Item 601(b)(10) of Regulation S-K.
Security Ownership of Certain Beneficial Owners, Management and Selling Stockholders
Greater than 5% Stockholders, page 152
24. Please revise the footnotes in this section to identify an individual who has voting and
dispositive power over the shares held.  In addition, please confirm that for any selling
stockholder that is not a natural person, you w ill include the persons who have sole or
shared voting or investment  power over the entity.
Selling Stockholders, page 152

25. Identify whether any of the selling stockholde rs are broker dealers or the affiliates of
broker dealers.  If any of the selling stockholders are broker d ealers, revise the disclosure
to clarify that those selling stockholders ar e underwriters.  Any selling stockholder who is
an affiliate of a broker dealer must make the following representations:
a. The selling stockholder purchased the securities to be resold in the ordinary course of
business, and

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 5

 b. at the time of the purchase, the sell ing stockholder had no agreements or
understandings, directly or i ndirectly, with any person to distribute th e securities.

If the selling stockholders are not able to ma ke these representations, they must also be
identified as underwriters.
Description of Capital Stock, page 153

26. You may not qualify your disclosure by re ference to your amended and restated
certificate of incorporation and by-laws.  Pleas e therefore revise the second sentence of
the introductory paragraph.
Balance Sheet, page F-2
27. Please revise the balance sheet and throughout the filing to present Federal Reserve Bank
and Federal Home Loan Bank stock separately from the total of investment securities.
Consolidated Financial Statements as of a nd for the Year Ended December 31, 2010 and as of
and for the period from June 16, 2009 to December 31, 2009
Note 6 Covered Loans, page F-55
28. Expand the note to describe how prepayments are considered in the determination of
contractual cash flows and cash flows to be expected to be collected pursuant to ASC
310-30-50-1.
29. Please revise to clarify in more detail how acquired loans are accounted for on a pooled
basis and considered to be performing. In addition, changes should be made, as
applicable under the title Past Due Loans appearing on page 75.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Donald Gaiter NBH Holdings Corp. December 9, 2011 Page 6

  the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
You may contact Christina Harl ey at (202) 551-3695 or Paul  Cline at (202) 551-3851 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin Purnell at (202)  551-3454 or me at (202) 551-343 4 with any other questions.

Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Attorney
 cc. Via E-mail

 David E. Shapiro, Esq.  Wachtell, Lipton, Rosen & Katz