United States securities and exchange commission logo
May 20, 2022
Danilo M. Rapadas
Senior Vice President, General Counsel and Chief Risk Officer
BankGuam Holding Company
111 W Chalan Santo Papa
Hag t a, Guam 96910
Re: BankGuam Holding
Company
Schedule 13E-3
filed April 26, 2022
File No. 005-86694
Preliminary Proxy
Statement on Schedule 14A filed April 25, 2022
File No. 000-54483
Dear Mr. Rapadas:
We have reviewed your filings and have the following comments on
the preliminary
proxy statement. In some of our comments, we may ask you to provide us
with information so
we may better understand your disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule 13E-3 filed April 25, 2022 and Preliminary Proxy Statement
filed April 26, 2022
Substantive Fairness (PRE14A), page 28
1. The factors listed in
Instruction 2 to Item 1014 of Regulation M-A are generally relevant
to each filing person
s fairness determination and should be discussed in reasonable detail.
See Question Nos. 20
and 21 of the Exchange Act Release No. 34-17719 (April 13, 1981).
Please revise this
section to either include the factors described in clauses (iii), (iv) and
(viii) of Instruction 2
to Item 1014 or explain why such factors were not deemed material
or relevant. We note
the disclosure on the bottom of page 28 regarding the Special
Committee s, as
opposed to the Board's, adoption of Mercer Capital s analyses and
conclusions with
respect to going concern value. However, such statement does not
satisfy the Board s
obligation to provide the disclosure described in Item 1014(a) and
Instruction 2 thereto.
To the extent applicable, the Board may similarly adopt the analyses
and conclusions of
Mercer Capital with respect to going concern value.
Danilo M. Rapadas
BankGuam Holding Company
May 20, 2022
Page 2
General
2. Please revise the proxy statement to provide the legend required by
Exchange Act 13e-
3(e)(1)(iii). Refer to paragraph 1 of the Instructions to Paragraph
(e)(1).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameDanilo M. Rapadas
Division of
Corporation Finance
Comapany NameBankGuam Holding Company
Office of Mergers &
Acquisitions
May 20, 2022 Page 2
cc: Stephen Hinton, Esq.
FirstName LastName