Southern First
P.O. Box 17465 - Greenville, SC 29606
(864)679-9000
June 21, 2012
Michael F. Johnson
Staff Attorney
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street NE
Washington, D.C. 20549
Re: Southern First Bancshares, Inc.
(the Registrant)
Registration Statement on Form S-1 (File No. 333-181198)
Dear Mr. Johnson:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the Securities Act), the Registrant hereby requests that the effective date for the above-referenced Registration Statement be accelerated so that it will be declared effective under the Securities Act at 9:00 a.m., New York City time, on Monday, June 25, 2012.
In connection with this request, the Registrant hereby acknowledges that:
1. should the Securities and Exchange Commission (the Commission) or the staff of the Commission (the Staff), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
2. the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
3. the Registrant 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.
[Remainder of the Page Intentionally Left Blank]
Very truly yours,
Southern First Bancshares, Inc.
By: /s/Michael D. Dowling
Name: Michael D. Dowling
Title: Chief Financial Officer
2
June 21, 2012
Michael F. Johnson
Staff Attorney
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Southern First Bancshares, Inc.
Registration Statement on Form S-1 (SEC File No. 333-181198)
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 Southern First Bancshares, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 9:00 a.m., Eastern Time, on June 25, 2012.
Pursuant to Rule 460 under the Act, please be advised the undersigned intends to effect the following approximate distribution of copies of the Preliminary Prospectus to be dated June 25, 2012 (the Preliminary Prospectus):
|
No. of Copies |
Institutions |
850 |
Others |
100 |
Total |
950 |
[SIGNATURE PAGE FOLLOWS]
8303845
Very truly yours,
MERRILL LYNCH, PIERCE,
FENNER & SMITH
INCORPORATED
SANDLER ONEILL & PARTNERS, L.P.
By: MERRILL
LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By:/s/ William D. Hobbs
Authorized Signatory
By:
SANDLER ONEILL & PARTNERS, L.P.
By: Sandler ONeill & Partners Corp.,
the sole general partner
By: /s/ Christopher S. Hooper
Name: Christopher S. Hooper
Title: An Officer of the Corporation
For themselves and as Representatives of the other Underwriters named in Schedule A to the Underwriting Agreement
8303845