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MARK W. JEANFREAU Partner Admitted in Louisiana and Texas (504) 584-9236 jeanfrem@phelps.com | June 18, 2014 |
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attn.: Ms. Kathryn McHale, Senior Staff Attorney
| Re: | Investar Holding Corporation |
| Amendment No. 1 to Registration Statement on Form S-1 |
| Filed June 4, 2014 |
| File No. 333-196014 |
Dear Ms. McHale:
On behalf of Investar Holding Corporation (the “Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated June 10, 2014 (the “Comment Letter”) relating to the above-referenced pre-effective amendment to registration statement (the “Amended Registration Statement”). The Company is concurrently filing its Pre-Effective Amendment No. 2 to Registration Statement on Form S-1 (the “Amendment”) that responds to the Staff’s comments to the Amended Registration Statement. Among other revisions to the Amended Registration Statement, the Amendment includes the price range for the offering.
In this letter, we have reproduced the comments from the Comment Letter in italicized, boldface type and followed each comment with the Company’s response.
Exhibit Index
1. Please delete the phrase in your legal opinion that “it is not, however, to be construed as a guaranty, nor is it a warranty…” You may note that it is possible a court considering such matters may rule contrary to the opinion but purchasers are entitled to rely on the opinion. Refer to Section II.3.d of Staff Legal Bulletin 19 (October 14, 2011).
The legality opinion has been revised to delete the phrase referenced in the comment.
2. Please file a signed legality opinion and consent with your next amendment and revise the exhibit index.
A signed legality opinion has been filed as an exhibit to the Amendment, and the exhibit index has been revised accordingly. The required consent is included in the legality opinion.
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| COUNSELORS AT LAW |
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Securities and Exchange Commission
June 18, 2014
Page 2
If you have any additional questions or require any further information, please do not hesitate to contact me at (504) 584-9236.
Sincerely, |
/s/ Mark W. Jeanfreau |
| cc: | John J. D’Angelo |
| Randolf F. Kassmeier |
| Mark A. Fullmer |