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Manuel Garciadiaz | ||||||
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 |
tel 212.450.6095 manuel.garciadiaz@davispolk.com |
August 6, 2014
Re: | C1 Financial, Inc. |
Amendment No. 2 to
Registration Statement on Form S-1
Submitted July 31, 2014
CIK No. 0001609132
Mr. Michael Clampitt
Senior Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Mr. Clampitt:
On behalf of C1 Financial, Inc., a Florida corporation (the Company), this letter sets forth the Companys response to the comment of the staff (the Staff) of the Division of Corporation Finance of the Securities and Exchange Commission set forth in your letter dated August 1, 2014 (the Comment Letter), regarding Amendment No. 2 to the Companys Registration Statement on Form S-1 (Amendment No. 2). The Company has revised Amendment No. 2 in response to the Staffs comments and is submitting concurrently with this letter Amendment No. 3 to its Registration Statement on Form S-1 (Amendment No. 3), which reflects the revisions to Exhibit 5.
For the convenience of the Staff, the comment from the Comment Letter is restated in italics prior to its response. We are also sending, under separate cover, a marked copy of Amendment No. 3 showing changes to Exhibit 5 filed with Amendment No. 2.
Amendment No. 2 to Draft Registration Statement on Form S-1
Exhibit 5
1. | Counsel may not assume the due execution and delivery of documents of the party it is representing. Please revise the second sentence of the fourth paragraph of the opinion accordingly or tell us why this assumption is necessary or appropriate. |
Mr. Michael Clampitt U.S. Securities and Exchange Commission August 6, 2014 |
2 |
Response: The Company has filed a revised Exhibit 5 to Amendment No. 3 in response to the Staffs comment.
Please do not hesitate to contact the undersigned at 1-212-450-6095 if you should have any questions.
Very truly yours,
/s/ Manuel Garciadiaz
Manuel Garciadiaz
cc: | Trevor R. Burgess, Chief Executive Officer, C1 Financial, Inc. |
William Knibloe, Partner, Crowe Horwath LLP |
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