June 9, 2016
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Attn: Era Anagnosti, Legal Branch Chief
Re: | Responses to Comments on ChemicalFinancialCorporation’s Amendment No. 2 to Registration StatementonFormS-4 FiledJune 2, 2016 FileNo. 333-210520 |
DearMs. Anagnosti:
This letter, along with Pre-Effective Amendment No. 3 to Form S-4 Registration Statement (“Amendment No. 3”) filed today with the Securities and Exchange Commission, provides Chemical Financial Corporation’s (“Chemical”) responses in reply to the Staff’s comment letter dated June 6, 2016 (the “Comment Letter”).
For your convenience, each of your comments in your Comment Letter is set forth below in italicized print immediately prior to Chemical’s response.
Form S-4 Registration Statement, Amendment No. 2
Comment #1:
Wenoteyourresponseand revised disclosureinresponse tocomments 1and2.Please furtherrevise thissectionofyourregistration statementto includethe informationyou provided to us inyourresponseletter relatingto:
| · | Thediscussion on page3ofyourresponse that notes that KBWregularlydiscussed strategic opportunities with Talmerandwas askedbyTalmer tofeel outvarious potential opportunities; |
| · | Thediscussion on page4ofyourresponse that states that KBWwasacting within the direction oftheTalmer StrategicInitiative CommitteeonJuly21, 2015; |
| · | Thediscussion on page5ofyourresponse regardingwhyKBWobtainedTalmer’s knowledge andapprovalprior to meeting withChemical; and |
| · | Thediscussion on page5ofyourresponse regardingTalmer’s conclusions thatits interactions with KBW and Chemical regarding apotential merger servedTalmer’s interests. |
Response:
With respect to bullet point #1, as requested, the discussion has been included on pages 40 and 41 of Amendment No. 3. With respect to bullet point #2, as requested, the discussion has been included on page 46 of Amendment No. 3. With respect to bullet point #3, as requested, the discussion has been included on page 46 of Amendment No. 3. With respect to bullet point #4, as requested, the discussion has been included on page 49 of Amendment No. 3.
Chemical’s management is available to discuss any of its responses with you at your convenience. Should you have any questions or want to discuss these matters further, please feel free to contact the undersigned by phone at (989) 839-5358, by fax at (989) 633-0416, or by email atLori.Gwizdala@ChemicalBankMI.com.
Sincerely,
Chemical Financial Corporation
/s/Lori A. Gwizdala
Lori A. Gwizdala
Executive Vice President and Chief Financial Officer
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