| Texas New York Washington, DC Connecticut Seattle Dubai London | William S. Anderson Partner
713.221.1122 Office 713.437.5370 Fax
will.anderson@bgllp.com
Bracewell & Giuliani LLP 711 Louisiana Street Suite 2300 Houston, Texas 77002-2770 |
August 24, 2015
BY HAND AND BY EDGAR
Kathryn McHale
Senior Staff Attorney
Division of Corporation Finance
Securities and Exchange Commission 100 F Street N.E.
Washington, D.C. 20549
| RE: | Allegiance Bancshares, Inc. |
| Amendment No. 1 to |
| Draft Registration Statement on Form S-1 |
| Confidentially Submitted on June 18, 2015 |
| CIK No. 0001642081 |
Dear Ms. McHale:
Our client, Allegiance Bancshares, Inc., a Texas corporation (the “Company”), has requested that we respond to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated July 1, 2015 (the “Comment Letter”). We enclose for filing with the Commission a revised draft of the above-referenced Registration Statement on Form S-1 of the Company (the “Revised Registration Statement”), together with certain of the exhibits thereto. On behalf of the Company we wish to thank you and the other members of the Staff for your review and response to the Company’s amended confidential submission on June 18, 2015.
In addition to revisions made in response to the Staff’s comments, the Revised Registration Statement also includes other changes that are intended to update, clarify and render more complete the information contained therein, including updates to the financial statements and disclosures to reflect the Company’s financial results as of and for the six months ended June 30, 2015.
Kathryn McHale
Securities and Exchange Commission
August 24, 2015
Page 2
We are separately providing the Staff hard copies of this letter and marked copies of the Revised Registration Statement.
Set forth below are the Company’s responses to the comments in the Comment Letter. For the convenience of the Staff, we have restated in this letter each of the comments in the Comment Letter and numbered each of the responses to correspond to the numbers of the comments. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and captions in the Revised Registration Statement.
General
| 1. | We note that Article XIII of your Amended and Restated Certificate of Formation, Filed as Exhibit 3.1, includes an exclusive forum provision. Please include disclosure in the Description of Capital Stock and Risk Factors sections regarding this exclusive forum provision and discuss the effect of such provision on investors. |
Response
The Company has revised the risk factor on pages 36-37 of the Revised Registration Statement and the disclosures in the Description of Capital Stock section on page 132 of the Revised Registration Statement to discuss the exclusive forum provision in the Company’s amended and restated certificate of formation and the effect of such provision on investors in response to the Staff’s comment.
* * *
If any member of the Staff has any questions regarding the foregoing, or desires further information or clarification in connection therewith, please do not hesitate to contact the undersigned at (713) 221-1122. Thank you for your consideration.
Very truly yours,
/s/ William S. Anderson
William S. Anderson
| cc: | Babette Cooper |
| Benjamin Phippen |
| David Lin |
| Securities and Exchange Commission |
| George Martinez |
| Allegiance Bancshares, Inc. |
| 8727 West Sam Houston Parkway North, Suite 210 |
| Houston, Texas 77040 |
| Aaron Kaslow |
| Kilpatrick Townsend & Stockton LLP |
| 607 14th Street, NW, Suite 900 |
| Washington, DC 20005 |