[Letterhead of Wachtell, Lipton, Rosen & Katz]
March 14, 2012
VIA EDGAR
Securities and Exchange Commission
Washington, D.C. 20549
Attention: David S. Lyon
Financial Analyst,
Division of Corporation Finance
Re: SCBT Financial Corporation
Registration Statement on Form S-4
Filed February 28,
2012
File No. 333-179748
Dear Mr. Lyon:
On behalf of SCBT Financial Corporation (“SCBT”), this letter and the filing amendment referred to below respond to the comment of the Staff of the Securities and Exchange Commission (the “Staff”) with respect to the filing listed above that was contained in your letter dated March 2, 2012.
For the convenience of the Staff, the comment is repeated in bold before the response.
General
1. Please update the financial statements in your Form S-4 in accordance with Rule 3-05 of Regulation S-X.
SCBT has filed an amended Registration Statement on Form S-4/A to provide updated financial statements in response to the Staff’s comment.
If you have any questions or comments, please do not hesitate to contact me at (212) 403-1155 with respect to the Registration Statement.
Very truly yours,
/s/ Matthew M. Guest, Esq._____
Matthew
M. Guest, Esq.
1
cc: Michael F. Johnson, Esq., Staff Attorney, U.S. Securities and Exchange Commission
Robert R. Hill, Jr., SCBT Financial Corporation
Keith Rainwater, SCBT Financial Corporation
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