United States securities and exchange commission logo
July 6, 2021
Andrew Samuel
Chief Executive Officer
LINKBANCORP, Inc.
3045 Market Street
Camp Hill, PA 17011
Re: LINKBANCORP, Inc.
Amendment No. 1
Registration Statement on Form S-4
Filed on June 21,
2021
File No. 333-255908
Dear Mr. Samuel:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
3, 2021 letter.
Amendment No. 1 to Form S-4 filed June 21, 2021
Opinion of Boenning & Scattergood, Inc., Financial Advisor to GNB, page
2
1. We note your response
and revised disclosure in response to our prior comment 3. Please
also address if the
fairness opinion given to the board of directors of GNB addressed the
consideration to be
received for the fractional shares. Further, please address under
"GNB's Reasons for the
Merger," at page 105, how the consideration to be received for
fractional shares was
considered as factor in evaluation of the merger and the merger
agreement, or advise.
Accounting Treatment of the Merger, page 17
2. We note your response
to our comment 5. Please expand your analysis of ASC 805-10-55-
Andrew Samuel
FirstName LastNameAndrew Samuel
LINKBANCORP, Inc.
Comapany
July 6, 2021NameLINKBANCORP, Inc.
July 6,2 2021 Page 2
Page
FirstName LastName
11 through 55-15, to address the items below.
Clarify the reasons, under the authoritative literature, why the
cash component was
not considered to be an indicative component in the determination
of the accounting
acquirer given that the GNB Board considered this an important
factor in the
approval of the business combination.
Indicate if the LINK outstanding stock options and warrants were
considered to be
in-the-money and if so, the reasons why these instruments
were not considered in
the determination of the voting interest ownership of the combined
entity.
Indicate if the warrants and stock options issued and outstanding
are expected to
remain outstanding or are they expected to be exercised with the
proposed
combination;
We note the CEO had a large voting interest in LINK prior to the
merger. Address
how this was considered, along with the other directors and
executive officers of
LINK in the determination of the existence of a large minority
voting interest in the
determination of the accounting acquirer.
Provide a more detailed analysis evaluating the composition of
senior management of
the combined entity. The analysis should consider the executive
chairman of the
board, the chief executive officer, the chief operating officer,
the chief financial
officer, and members of the executive committee, if one exists, as
well as any other
specific factors considered.
Given the significance of the premium paid, which was an important
factor in the
GNB Board approval of the business combination, provide an
expanded discussion of
why the per share amount to be paid by LINK would not support a
reliable
determination of fair market value, as your response has
indicated.
Provide an expanded discussion which also addresses the operating
results and
financial position of both entities reflective of the interim
period ended March 31,
2021 in addressing ASC 805-10-55-13.
Discuss whether LINK or GNB initiated the merger discussion and
how this was
considered in addressing ASC 805-10-55-14.
Unaudited Pro Forma Combined Financial Data for LINKBANCORP, Inc.
Notes to Unaudited Pro Forma Combined Financial Statements, page 28
3. Please revise to provide a reconciliation which specifies the details
of the individual
adjustments for both Surplus and Retained Earnings within
Shareholders' Equity as of
March 31, 2021.
Material U.S. Federal Income Tax Consequences of the Merger, page 139
4. We note your response to prior comment 14. We further note the
revision at page 140 that
the opinions are set forth in the prospectus. Please clarify to us if
exhibit 8.2 is intended
to be a short-form opinion, or advise. If it is intended to be a
short-form opinion, the
exhibit must also state clearly that the disclosure in the tax
consequences section of the
Andrew Samuel
LINKBANCORP, Inc.
July 6, 2021
Page 3
prospectus is the opinion of the named counsel. Also, if the
prospectus is serving as the
opinion, please remove your disclosure that suggests this section
represents a "summary"
of the tax opinion. For guidance, refer to Section III.B.1. and 2. of
Staff Legal Bulletin
No. 19. In exhibit 8.2, please remove the statement limiting reliance
by any other person
or entity other than the Board of Directors, when you file your signed
and dated opinion.
Refer to Section III.D.1. of Staff Legal Bulletin No. 19.
You may contact Michael Henderson at 202-551-3364 or Marc Thomas at
202-551-
3462 if you have questions regarding comments on the financial statements and
related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at
202-551-3210 with any
other questions.
FirstName LastNameAndrew Samuel Sincerely,
Comapany NameLINKBANCORP, Inc.
Division of
Corporation Finance
July 6, 2021 Page 3 Office of Finance
FirstName LastName