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LORI METROCK, SHAREHOLDER
Direct Dial: 615.726.5768
Direct Fax: 615.744.5768
E-Mail Address: lmetrock@bakerdonelson.com
January 24, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4720
100 F Street, N.E.
Washington, D.C. 20549
Attn.: Ms. Era Anagnosti
| RE: | Franklin Financial Network, Inc. |
Registration Statement on FormS-4
Filed February 12, 2016
FileNo. 333-209527
Dear Ms. Anagnosti:
This letter is provided on behalf of Franklin Financial Network, Inc. (sometimes referred to herein as the “Company,” “FFN,” “we” or “our”), in response to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 9, 2016 to Mr. Richard E. Herrington regarding the above-referenced Registration Statement on FormS-4 (the “Registration Statement”). The Company is filing Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together with this letter. Capitalized terms used but not defined in this letter shall have the meanings ascribed to them in the Registration Statement.
For ease of reference, we have reproduced your comment immediately preceding the Company’s response.
Certain Civic Unaudited Prospective Financial Information, page 26
Financial Projections of FFN, page 28
ALABAMA FLORIDA GEORGIA LOUISIANA MISSISSIPPI TENNESSEE TEXAS WASHINGTON, D.C.
January 24, 2018
Page 2
Comment
1. We note disclosure at the end of the third paragraph on page 27 stating that financial projections have not been included “to influence your decision whether or not to vote for the merger agreement, but, rather, [are] being provided solely because [they were] made available to Civic’s financial advisor…” We note similar disclosure at the end of the second paragraph of your “Financial Projections of FFN” disclosure on page 28. Please remove or revise these disclaimers so they do not constitute an undue limitation on reliance.
Response
We have removed these statements in Amendment No. 1.
Material United States Federal Income Tax Consequences of the Merger, page 47
Comment
2. You state that disclosure relating to the material U.S. federal income tax consequences of the merger represent the opinion of Baker Donelson, opining that the merger “will constitute a reorganization under Section 368(a) of the Code.” We also note that on page 50 you have included disclosure of tax consequences “if the merger does not qualify as a reorganization.” Inclusion of this disclosure suggests that the tax consequences of the transaction are uncertain, contrary to the opinion of counsel filed as Exhibit 8.1. Please revise your disclosure to remove any uncertainties regarding the material federal tax consequences of the merger.
Response
In Amendment No. 1, we have revised the disclosure on pages 2 and 50 (of the Registration Statement) in accordance with this comment.
Exhibit 8.1
Comment
3. Please have counsel revise its tax opinion to remove:
| • | the assumption that the merger will be consummated in accordance with Tennessee law in the first sentence in the third paragraph on page 1; and |
| • | the limitation on reliance in the first sentence in the last paragraph on page 2. |
Please refer to Staff Legal Bulletin No. 19 (CF) for guidance.
January 24, 2018
Page 3
Response
We have filed a revised tax opinion as Exhibit 8.1 to Amendment No. 1 that addresses these comments.
Exhibits
Comment
4. Please file as exhibits to the registration statement the following documents:
| • | thelock-up agreements to be entered into with the directors, as discussed on pages 6 and 42; and |
| • | the employment agreements with Ms. Meyerrose, and Messrs. Howell and Bobo, which will be assumed in connection with the merger (refer to disclosure on pages37-38). |
Alternatively, please tell us why you are not required to file these documents as exhibits. Refer to Item 601(b)(10) of RegulationS-K for guidance.
Response
We have filed, as Exhibit 4.7 to Amendment No. 1, the form oflock-up agreement to be entered into with certain of Civic’s directors. With respect to the employment agreements of Civic executive officers to be assumed by FFN in connection with the merger, Ms. Meyerrose and Mr. Howell are no longer employees of Civic and are currently employees of the Company. The Company entered into an employment agreement with Ms. Meyerrose on June 21, 2016, and the Company filed that employment agreement as Exhibit 10.1 to its Current Report on Form8-K dated June 21, 2016. Mr. Howell is not an executive officer of the Company, and accordingly, the Company has not filed Mr. Howell’s employment agreement with the Commission. Furthermore, the Company respectfully submits that Item 601(b)(10) is not applicable to the Registration Statement. Footnote 1 to the exhibit table set forth in Item 601(a) of RegulationS-K states that an exhibit need not be provided if (1) an election has been made under FormS-4 to provide information about the registrant at a level prescribed by FormS-3 and (2) FormS-3 would not require the registrant to provide such exhibit if it were registering a primary offering. The Company has made an election under FormS-4 to provide information in the Registration Statement about the Company at a level prescribed by FormS-3, and Item 601(b)(10) of RegulationS-K is inapplicable to a FormS-3 registration statement.
Please contact me at (615)726-5768 if you have any questions regarding these responses.
January 24, 2018
Page 4
| BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC |
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| Lori Metrock |
cc: Richard E. Herrington, President and Chief Executive Officer