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Origin Bancorp, Inc.
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Origin Bancorp, Inc.
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2025-05-02
Origin Bancorp, Inc.
References: April 30, 2025
Origin Bancorp, Inc.
Response Received
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SEC wrote to company
2022-04-20
Origin Bancorp, Inc.
Summary
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2022-04-26
Origin Bancorp, Inc.
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2022-05-03
Origin Bancorp, Inc.
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Origin Bancorp, Inc.
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2018-05-04
Origin Bancorp, Inc.
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Origin Bancorp, Inc.
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2018-05-04
Origin Bancorp, Inc.
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SEC wrote to company
2018-02-22
Origin Bancorp, Inc.
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| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-06 | SEC Comment Letter | Origin Bancorp, Inc. | LA | 001-38487 | Read Filing View |
| 2025-05-02 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2025-04-30 | SEC Comment Letter | Origin Bancorp, Inc. | LA | 001-38487 | Read Filing View |
| 2022-05-03 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2022-04-26 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2022-04-20 | SEC Comment Letter | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2018-05-04 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2018-05-04 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2018-02-22 | SEC Comment Letter | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-06 | SEC Comment Letter | Origin Bancorp, Inc. | LA | 001-38487 | Read Filing View |
| 2025-04-30 | SEC Comment Letter | Origin Bancorp, Inc. | LA | 001-38487 | Read Filing View |
| 2022-04-20 | SEC Comment Letter | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2018-02-22 | SEC Comment Letter | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-05-02 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2022-05-03 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2022-04-26 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2018-05-04 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
| 2018-05-04 | Company Response | Origin Bancorp, Inc. | LA | N/A | Read Filing View |
2025-05-06 - UPLOAD - Origin Bancorp, Inc. File: 001-38487
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> May 6, 2025 William J. Wallace, IV Chief Financial Officer Origin Bancorp, Inc. 500 South Service Road East Ruston, LA 71270 Re: Origin Bancorp, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 File No. 001-38487 Dear William J. Wallace, IV: We have completed our review of your filings. 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>
2025-05-02 - CORRESP - Origin Bancorp, Inc.
CORRESP 1 filename1.htm Document May 2, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jee Yeon Ahn and Robert Klein Re: Origin Bancorp, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 8-K filed April 23, 2025 File No. 001-38487 Ms. Ahn and Mr. Klein: Origin Bancorp, Inc. (“ Origin ”) is providing the following response to the comment received by letter dated April 30, 2025, from the staff (the “ Staff ”) of the Division of Corporation Finance of the Securities and Exchange Commission with respect to the above-referenced filing. To assist with your review, we have repeated the text of the Staff's comment in italic type immediately preceding our response. Form 8-K filed April 23, 2025 Exhibit 99.1 Non-GAAP Financial Measures (Unaudited), page 15 1. We note that your presentation of adjusted tangible common equity and adjusted tangible book value per common share represent individually tailored accounting measures given that the adjustment to exclude the impact of accumulated other comprehensive loss has the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP. Therefore, please remove the presentation of this measure from 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. Origin acknowledges the Staff’s comment. Origin will remove the presentation of adjusted tangible common equity and adjusted tangible book value per common share from future filings in conformity with 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. Please contact me at (318) 255-2222 with any questions or comments regarding this correspondence. Very truly yours, ORIGIN BANCORP, INC. By: /s/ William J. Wallace, IV Name: William J. Wallace, IV Title: Chief Financial Officer cc: Kevin Strachan, Fenimore Kay Harrison LLP
2025-04-30 - UPLOAD - Origin Bancorp, Inc. File: 001-38487
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 30, 2025 William J. Wallace, IV Chief Financial Officer Origin Bancorp, Inc. 500 South Service Road East Ruston, LA 71270 Re: Origin Bancorp, Inc. Form 10-K for Fiscal Year Ended December 31, 2024 Form 8-K filed April 23, 2025 File No. 001-38487 Dear William J. Wallace, IV: 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 8-K filed April 23, 2025 Exhibit 99.1 Non-GAAP Financial Measures (Unaudited), page 15 1. We note that your presentation of adjusted tangible common equity and adjusted tangible book value per common share represent individually tailored accounting measures given that the adjustment to exclude the impact of accumulated other comprehensive loss has the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP. Therefore, please remove the presentation of this measure from 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, action or absence of action by the staff. April 30, 2025 Page 2 Please contact Jee Yeon Ahn at 202-551-3673 or Robert Klein at 202-551-3847 with any questions. Sincerely, Division of Corporation Finance Office of Finance </TEXT> </DOCUMENT>
2022-05-03 - CORRESP - Origin Bancorp, Inc.
CORRESP
1
filename1.htm
ORIGIN BANCORP, INC.
May 3, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Origin Bancorp, Inc.
Request for Accelerated Effectiveness
Registration Statement on Form S-4
File No. 333-264279
Ladies and Gentlemen:
Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Origin Bancorp, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced
Registration Statement on Form S-4, as amended, so that it will become effective on May 5, 2022, at 3:00 p.m., Eastern time, or as soon
as possible thereafter.
Please contact Jonathan Hightower
of Fenimore Kay Harrison LLP at (770) 282-5112 or Kevin Strachan of Fenimore Kay Harrison LLP at (770) 282-5117 with any questions you
may have with this request. In addition, please notify either Mr. Hightower or Mr. Strachan by telephone when this request for acceleration
has been granted.
Very truly yours,
ORIGIN BANCORP, INC.
By:
/s/ Stephen Brolly
Name:
Stephen Brolly
Title:
Senior Executive Officer and Chief Financial Officer
cc: Jonathan Hightower, Fenimore Kay Harrison LLP
Kevin Strachan, Fenimore Kay Harrison LLP
2022-04-26 - CORRESP - Origin Bancorp, Inc.
CORRESP 1 filename1.htm April 26, 2022 Division of Corporation Finance United States Securities and Exchange Commission Office of Finance Washington, D.C. 20549 Re: Origin Bancorp, Inc. Registration Statement on Form S-4 Filed April 13, 2022 File No. 333-264279 Ladies and Gentlemen: On behalf of Origin Bancorp, Inc. (the “Company”), set forth below is the Company’s response to the comments of the staff of the Commission (“Staff”) set forth in the Staff’s letter of April 20, 2022 (“Comment Letter”) relating to the Registration Statement on Form S-4, filed April 13, 2022, File No. 333-264279 (the “Registration Statement”). The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-4 (“Amendment No. 1”), which reflects the Company's responses to the comments received by the Staff and certain updated information. The numbered responses that follow relate to the questions set forth in the Comment Letter, which are reproduced below in bold print. The responses of the Company follow each reproduced comment. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in Amendment No. 1. Registration Statement on Form S-4 Opinion of BTH’s Financial Advisor, Page 59 1. Please disclose here and on page 62 the financial projections provided by BTH’s and Origin's management and used by Piper Sandler and Stephens to perform their respective financial analyses. We acknowledge the Staff's comment and have revised the Form S-4 accordingly by adding disclosure under the caption “Certain Unaudited Prospective Financial Information Considered by BTH’s Financial Advisor” at page 56 and “Certain Unaudited Prospective Financial Information Considered by Origin’s Financial Advisor” at page 71. Securities and Exchange Commission April 26, 2022 Exhibits 2. Please file the voting agreements referenced as Exhibit B and Exhibit C to Annex A as exhibits to your registration statement. The forms of voting agreements have been added as Exhibits B and C to Annex A in Amendment No. 1. 3. Please file the consent of each director nominee as an exhibit to your registration statement. Refer to Rule 438 of Regulation C. The Company has filed the written consents for each individual anticipated to become a director of the Company as Exhibits 99.5 and 99.6 to Amendment No. 1. If you have any questions, please do not hesitate to contact either of us. Very truly yours, /s/ Jonathan S. Hightower Jonathan S. Hightower /s/ Kevin E. Strachan Kevin E. Strachan Enclosure cc: Stephen Brolly, Origin Bancorp, Inc.
2022-04-20 - UPLOAD - Origin Bancorp, Inc.
United States securities and exchange commission logo
April 20, 2022
Drake Mills
Chief Executive Officer
Origin Bancorp, Inc.
500 South Service Road East
Ruston, LA 71270
Re:Origin Bancorp, Inc.
Registration Statement on Form S-4
Filed April 13, 2022
File No. 333-264279
Dear Mr. Mills:
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
Opinion of BTH's Financial Advisor, page 50
1.Please disclose here and on page 62 the financial projections provided by BTH's and
Origin's management and used by Piper Sandler and Stephens to perform their respective
financial analyses.
Exhibits
2.Please file the voting agreements referenced as Exhibit B and Exhibit C to Annex A as
exhibits to your registration statement.
3.Please file the consent of each director nominee as an exhibit to your registration
statement. Refer to Rule 438 of Regulation C.
FirstName LastNameDrake Mills
Comapany NameOrigin Bancorp, Inc.
April 20, 2022 Page 2
FirstName LastName
Drake Mills
Origin Bancorp, Inc.
April 20, 2022
Page 2
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.
Please contact Tonya K. Aldave at (202) 551-3601 or J. Nolan McWilliams, Acting Legal
Branch Chief, at (202) 551-3217 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Kevin Strachan, Esq.
2018-05-04 - CORRESP - Origin Bancorp, Inc.
CORRESP 1 filename1.htm Document May 4, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3561 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Chris Dunham, Staff Attorney Re: Origin Bancorp, Inc. Registration Statement on Form S-1 File No. 333-224225 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the representatives of the prospective underwriters of the above issue, hereby join in the request of Origin Bancorp, Inc. (the “Company”) that the effectiveness of the Registration Statement on Form S-1 (Registration No. 333-224225) be accelerated so that the Registration Statement will become effective at 3:00 P.M. Eastern Time on May 8, 2018, or as soon thereafter as practicable. Pursuant to Rule 460 under the Securities Act of 1933, as amended, and in connection with the foregoing, please note that the underwriters have distributed approximately 2,960 copies of the preliminary prospectus dated April 27, 2018, through the date hereof, to prospective underwriters, institutional investors, dealers and others. The undersigned, as the representatives of the prospective underwriters of the above issue, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering. [Remainder of Page Intentionally Left Blank; Signature Page Follows] [Signature Page to Acceleration Request] Very truly yours, STEPHENS INC. RAYMOND JAMES & ASSOCIATES, INC. By: STEPHENS INC. By: /s/ Jay Brogdon Name: Jay Brogdon Title: Managing Director By: RAYMOND JAMES & ASSOCIATES, INC. By: /s/ Matthew H. Paramore Name: Matthew H. Paramore Title: Senior Vice President, Investment Banking [Signature Page to Acceleration Request]
2018-05-04 - CORRESP - Origin Bancorp, Inc.
CORRESP 1 filename1.htm Document May 4, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mr. Chris Dunham, Staff Attorney Re: Origin Bancorp, Inc. Registration Statement on Form S-1 File No. 333-224225 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Origin Bancorp, Inc., a Louisiana corporation (the “Company”), hereby requests that the effective date of the Company’s registration statement on Form S-1 (File No. 333-224225) be accelerated by the Securities and Exchange Commission (the “Commission”) to 3:00 p.m., Eastern Time, on Tuesday, May 8, 2018, or as soon thereafter as practicable. We request that we be notified of such effectiveness by a telephone call to Geoffrey S. Kay of Fenimore, Kay, Harrison & Ford, LLP, the Company’s counsel, at (512) 583-5909 and that such effectiveness also be confirmed in writing. The Company hereby acknowledges: • 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; • 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 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. Very truly yours, Origin Bancorp, Inc. By: /s/ Drake Mills Name: Drake Milles Title: Chairman, President and Chief Executive Officer
2018-02-22 - UPLOAD - Origin Bancorp, Inc.
Mail Stop 4720 February 22, 2018 Drake Mills Chairman, President and Chief Executive Officer Origin Bancorp, Inc. 500 South Service Road East Ruston, LA 71270 Re: Origin Bancorp, Inc. Draft Registration Statement on Form S -1 Submitted January 26, 2018 CIK No. 0001516912 Dear Mr. Mills : We have reviewed your draft registration 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumst ances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. General 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications. Prospectus Summary, page 1 2. We note that your Summary includes a di scussion of your competitive strengths and banking strategy. Please balance this disclosure by including a brief summary of the most significant risks that your business faces in this section of your prospectus. Drake Mills Origin Bancorp, Inc. February 22, 2018 Page 2 Selected Historical Consolidated Financial Data, page 11 3. You disclose a non -GAAP financial measure described as “Pre -tax pre -provision income.” Please tell us why the provision for loan losses is not a part of your core operations. Please refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations for guidance and Item 10(e) (ii)(B) of Regulation S -K. Please make conforming changes to your disclosure on page 75. Risk Factors Risks Related to Our Business Material w eakness in our financial reporting or internal controls could result in a materi al misstatement in our financial statements and negatively affect investor confidence , page 26 4. Please revise to disclose in more specific detail the material weaknesses relating to the allowance for loan losses and the provision for income taxes. Please disclose any adjustments made as well as the remedial measures taken to address these material weaknesses. Cautionary Note Regarding Forward -Looking Statements, page 41 5. Please either delete your references to Section 27A of the Securities Act of 1933 a nd Section 21E of the Exchange Act or disclose that the safe harbor for forward -looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the statements made in connection with this offering . Please refer to Section 27A(b)(2)(D) of the Securities Act of 1933 and Section 21E(b)(2)(D) of the Secur ities Exchange Act of the 1934 for guidance. Use of Proceeds, page 43 6. We note your disclosure on page 121 that the redemption of your SBLF preferred stock is subject to the prior approval of the Federal Reserve. Please disclose the status of this approval and, if material, your intended uses of proceeds if approval cannot be obtained in a timely fashion or at all. Dilution, page 47 7. Please revise the table on page 48 to disclose the effective cash costs of your common stock for officers, directors, p romoters and affiliated persons, acquired in transactions during the past five years or for which they have the right to acquire, if materially different from the effecti ve cash costs of your existing shareholders as of December 31, 2016. Please refer to Item 506 of Regulation S -K, for guidance. Drake Mills Origin Bancorp, Inc. February 22, 2018 Page 3 Executive Compensation, page 104 8. Please update to disclose information for your last completed fiscal year. Please refer to Item 402(m) of Regulation S -K. Principal Shareholders, page 112 9. Please revise footnote (1) to disclose the number of shares of common stock underlying your Series D preferred stock that will be convertible within 60 days of completion of the offering. Pl ease refer to Instruction 1 to Item 403 of Regulation S -K and Exchange Act Rule 13d -3(d)(1) for guidance. Certain Relationships and Related Party Transactions Agreements with Certain Institutional Investors Non-Dilution Rights, page 115 10. Please disclose whether Pine Brook affiliates, Castle Creek or Banc Fund affiliates intend to exercise their rights to purchase a pro rata share of securities issued in your initial public offering, the timing for this decision and the manner in which such shares would be issued. Notes to Consolidated Financial Statements Note 10 – Income Taxes, page F -29 11. Please tell us the reasons for the change in the method of tax accounting for originated mortgage servicing rights, IRC section 475 securities, deferred rent and tenant improvement allowances for certain leases and how these changes resulted in the generation of operating losses and credit carryforwards for the 2016 tax year. 12. Please tell us about the nature of the income tax receivable true -ups of $2.5 million and the return to provision adjustments of ($1.0) million in 2016. Please also tell us the factors that resulted in the true -ups and adjustments in 2016. Note 13 – Stock and Incentive Compensation Plans, page F -34 13. You disclose that you recogn ize compensation for stock option grants based on the grant date fair value. Please disclose the method and the assumptions used to determine the grant date fair value of your stock option grants. Please refer to ASC 718 -10-50. Drake Mills Origin Bancorp, Inc. February 22, 2018 Page 4 You may contact Marc Thom as, Staff Accountant, at (202) 551 -3452 or Gus Rodriguez, Accounting Branch Chief, at (202) 551 -3752 if you have questions regarding comments on the financial statements and related matters. Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 or, in his absence, me at (202) 551 -3391 with any other questions. Sincerely, /s/ Erin E. Martin Erin E. Martin Special Counsel Office of Financial Services cc: Geoffrey S. Kay, Esq.