LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER’S DIRECT DIAL NUMBER | WRITER’S EMAIL |
(202) 274-2003 | mbrown@luselaw.com |
March 9, 2011
Via Email and EDGAR
cfitedgar@sec.gov
Division of Corporation Finance
Office of EDGAR Information and Analysis
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: | IF Bancorp, Inc. |
Proposed Registration Statement on Form S-1
Dear Sir or Madam:
On behalf of IF Bancorp, Inc., a Maryland corporation (the “Company”), we hereby request a continuing hardship exemption from the requirement to electronically file the supporting financial schedules to Exhibit 99.3 to the Company’s Registration Statement on Form S-1. Exhibit 99.3 is the Valuation Appraisal Report prepared by RP Financial, LC., an independent appraiser retained by the Company to determine the pro forma market value of the Company in connection with its proposed stock offering. The Company is the proposed holding company for Iroquois Federal Savings and Loan Association. The Company is offering for sale shares of its common stock pursuant to a registration statement to be filed with the Securities and Exchange Commission (“SEC”).
The Company anticipates filing its registration statement with the SEC on or about March 14, 2011, and will file its appraisal report as an exhibit thereto. The Company has determined after conversations with RP Financial, LC. and the financial printer performing the electronic filing that the supporting financial schedules to the appraisal report, the bulk of which are generated by a computer model, cannot be easily translated into any format that can be converted to the EDGAR system. The financial printer has advised the Company that the only means by which it can file the financial schedules to the appraisal report electronically is to manually re-type most of them. Due to the fact that the financial schedules to the appraisal report are expected to be in excess of 80 pages and are comprised largely of small print financial data, an accurate completion of this task prior to the March 14, 2011 filing date cannot be guaranteed. The Company has been further advised that it would add significant cost to re-type this portion of the report. Furthermore, the Company is concerned about the likelihood of error associated with manually re-typing pages of this length and detail, as well as the cost involved, both in
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
Division of Corporation Finance
March 9, 2011
Page 2
preparing the initial EDGAR draft, and in reviewing the document for accuracy. Therefore, pursuant to Rule 202 of Regulation S-T, we hereby request a continuing hardship exemption from filing this portion of the exhibit electronically, and represent that the Company will file a paper copy of the supporting financial schedules as part of a paper copy of the entire appraisal report under cover of Form SE concurrently with its filing of its registration statement.
Please contact the undersigned at (202) 274-2003 if you should have any questions. We appreciate your prompt attention to this matter.
Sincerely, | |
/s/ Michael Brown | |
Michael Brown |
cc: Alan D. Martin, President and Chief
Executive Officer
Lawrence M.F. Spaccasi, Esq.