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February 22, 2019
Curtis C. Griffith
Chairman and Chief Executive Officer
South Plains Financial, Inc..
5219 City Bank Parkway
Lubbock, Texas 79407
Re: South Plains Financial, Inc.
Draft Registration Statement on Form S-1
Submitted on January 16, 2019
CIK No. 0001163668
Dear Mr. Griffith:
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 circumstances
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.
Draft Registration Statement on Form S-1 filed January 16, 2019
Prospectus Summary
Our Strategy
Growth Through Acquisitions, page 2
1. Revise to disclose that there are no current arrangements,
understandings, or agreements
to make any material acquisitions other than the mortgage operations
from the Kansas
based company. In addition, disclose the material terms of that
acquisition, when expected
to be completed, and file the agreement as an exhibit in your public
filing.
Curtis C. Griffith
FirstName LastNameCurtis C. Griffith
South Plains Financial, Inc..
Comapany NameSouth Plains Financial, Inc..
February 22, 2019
February 22, 2019 Page 2
Page 2
FirstName LastName
Improving Efficiency and Profitability, page 3
2. Revise to disclose the efficiency ratio for the end of 2017 and 2018.
The Offering, page 10
3. Noting the granting of options in connection with the offering, add
disclosure to the
Summary of the details including the name(s) of those receiving
options, the exercise
price, and, any other material terms.
Selected Historical Consolidated Financail and Operating Information, page 12
4. Please revise to explain how your efficiency ratio is calculated.
Executive Compensation
Director Compensation, page 118
5. Revise to add the disclosures for Richard Bass as required by Item
402(r) (2) (i) of
Regulation S-K.
Description of Capital Stock
Exclusive Forum, page 125
6. Revise to add a risk factor for "Limits on ability of shareholders to
obtain favorable
shareholder forum" or similar caption and describe the impact of this
provision on
shareholders. In addition, disclose whether this provision applies to
actions arising under
the Securities Act or Exchange Act. In that regard, please note that
while Section 27 of
the Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce
any duty or liability created by the Exchange Act, Section 22 of the
Securities Act creates
concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
duty or liability created by the Securities Act or the rules and
regulations thereunder. If
this provision applies to claims arising under the Securities Act,
then please disclose that
there is uncertainty as to whether a court would enforce such
provision in this context, and
to state that shareholders will not be deemed to have waived the
company's compliance
with the federal securities laws and the rules and regulations
thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange
Act, please also
ensure that the exclusive forum provision in the governing documents
states this clearly.
Consolidated Financial Statements, page F-1
7. We note that you have not provided a footnote presenting your parent
only financial
statements. Refer to Rule 5-04 of Regulation S-X and revise as
necessary, or tell us why
this information is not required.
Curtis C. Griffith
FirstName LastNameCurtis C. Griffith
South Plains Financial, Inc..
Comapany NameSouth Plains Financial, Inc..
February 22, 2019
February 22, 2019 Page 3
Page 3
FirstName LastName
Consolidated Statement of Comprehensive Income, page F-4
8. We note that you have not disclosed earnings per share (EPS) data.
Please address the
following:
Revise to disclose your historic basic and diluted EPS on the face
of this financial
statement.
Revise your historical financial statements to include a separate
column for pro forma
tax and related EPS data. Refer to section 3410.1 (a) and (b) of
the Division of
Corporation Finance Financial Reporting Manual.
Revise the notes to your consolidated financial statements to
include an EPS footnote,
refer to ASC 260-10-50. See also the guidance relating to the
two-class method within
ASC 260-10-45.
Notes to Consolidated Financial Statements
3. Loans, page F-13
9. Please revise to provide the disclosures required by ASC
310-10-50-11C.
10. Please revise your tabular disclosure, here and throughout your
registration statement, to
disaggregate your consumer loans into 1-4 family residential loans,
indirect auto loans,
and other consumer loans.
8. Employee Benefits, page F-20
11. We note your disclosure here and on page iv that ESOP participants
have the right to
require you to repurchase in cash the shares that were distributed to
them by the ESOP,
and that your December 31, 2018 consolidated balance sheet will
include a line item
appearing between total liabilities and shareholders' equity. Please
explain your
accounting treatment and presentation within your consolidated
financial statements (i.e.
balance sheet, statement of comprehensive income, etc.), and address
the applicability of
ASC 480 in your response. Please advise or revise as necessary.
13. Fair Value Disclosures, page F-24
12. For your assets measured at fair value on a recurring and nonrecurring
basis, please revise
to provide the disclosure required by paragraphs bbb, c, and f of ASC
820-10-50-2.
13. We note your tabular disclosure of estimated fair values and related
carrying amounts of
financial instruments at the bottom of page F-26. Please revise to
provide the disclosures
required by ASC 825-10-50-10.
Item 17 - Undertakings, page II-3
14. Revise to include the undertaking required by Item 512 (f) of
Regulation S-K.
Curtis C. Griffith
South Plains Financial, Inc..
February 22, 2019
Page 4
You may contact Michael Henderson (Staff Accountant) at 202-551-3364 or
Hugh West
(Branch Chief) at 202-551-3872 if you have questions regarding comments on the
financial
statements and related matters. Please contact Michael Clampitt (Staff
Attorney) at 202-551-
3434 or Pam Long (Assistant Director) at 202-551-3765 with any other questions.
FirstName LastNameCurtis C. Griffith Sincerely,
Comapany NameSouth Plains Financial, Inc..
Division of
Corporation Finance
February 22, 2019 Page 4 Office of Financial
Services
FirstName LastName