July 8, 2016
Ms. Erin E. Martin
Special Counsel
Office of Financial Services
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: | Pacific Continental Corporation |
Registration Statement on Form S-4
Filed June 9, 2016
File No. 333-211942
Dear Ms. Martin:
On behalf of Pacific Continental Corporation (the Company), we hereby electronically transmit, pursuant to Regulation S-T, Amendment Number 1 to Registration Statement on Form S-4 (File No. 333-211942) (including exhibits thereto) of the Company (the Registration Statement) for filing under the Securities Act of 1933, as amended (the Securities Act), which has been marked to indicate changes from the Registration Statement as filed with the Securities and Exchange Commission (the Commission) on June 9, 2016.
This letter responds to the comments of the staff of the Commission received by E-mail, dated June 30, 2016, relating to the Registration Statement.
We have discussed the staffs comments with representatives of the Company. The Commissions numbered comments are set forth below in bold font and italics, with our response immediately following. Unless otherwise indicated, defined terms used herein have the meanings given to them in the prospectus forming a part of the Registration Statement.
Prospectus Cover Page
1. | Please disclose on the cover page that the merger is contingent on shareholders equity being no less than $46,128,000. Make corresponding disclosure that includes the actual shareholders equity as of a recent date in the Summary section on page 13, Conditions that Must Be Satisfied or Waived for the Merger to Occur, and in the corresponding section beginning on page 70. |
Response: The Company has added the requested disclosure on the cover page of the prospectus. In addition, corresponding disclosure that includes the actual shareholders equity of Foundation Bancorp, Inc., at March 31, 2016, has been added in the Summary
Ms. Erin E. Martin
Securities and Exchange Commission
July 8, 2016
Page 2
section Conditions that Must Be Satisfied or Waived for the Merger to Occur on page 14, and in the corresponding section The Merger Agreement Conditions to Completion of the Merger on page 71.
Summary
What the Holder of Foundation Bancorp Preferred Stock Will Receive in the Merger, page 10
2. | Please disclose more specifically how the current preferred stock will be treated to clarify whether the $4.03 million dividend payment to be made at closing to preferred holders represents the total cumulative dividend through 2020 or a portion of dividends to be paid. |
Response: The Company has added disclosure in the Summary section What the Holder of Foundation Bancorp Preferred Stock Will Receive in the Merger on page 10, and in the corresponding section The Merger Agreement Treatment of Foundation Bancorp Preferred Stock on page 65, clarifying that the amount set forth as the cumulative cash dividend the preferred stockholder will receive at closing represents the total cumulative dividend payable to such preferred stockholder through March 25, 2020.
The Merger
Opinion of Foundation Bancorps Financial Advisor, page 42
3. | Please expand the last paragraph of this section on page 54 to disclose all compensation paid to KBW during the last two years for all services. Please refer to Section 1015(b)(4) of Regulation M-A. |
Response: The Company has expanded the last paragraph of the section The Merger Opinion of Foundation Bancorps Financial Advisor on page 54 to include the requested disclosure.
Interests of Foundation Bancorps Directors and Officers in the Merger
Change in Control Payments, page 55
4. | Please revise to disclose the transaction bonus to be paid to each officer rather than disclosing the range for all of the officers. |
Response: The Company has revised the disclosures in Summary Interests of Foundation Bancorps Directors and Officers in the Merger on page 13, Risk Factors
Ms. Erin E. Martin
Securities and Exchange Commission
July 8, 2016
Page 3
Certain of Foundation Bancorps directors and officers have interests in the merger that may differ from the interests of Foundation Bancorps shareholders on page 19, and The Merger Change in Control Payments on page 56, to provide the amount of the transaction bonus to be paid to each officer.
We believe that the proposed modifications to the Registration Statement are responsive to the staffs comments. Please direct any further communications relating to this filing to the undersigned at 415.983.1845.
Very truly yours,
/s/ Patricia F. Young
Enclosures
cc: | Richard R. Sawyer |
Roger S. Busse