0001144204-15-070169.txt : 20151209 0001144204-15-070169.hdr.sgml : 20151209 20151209172144 ACCESSION NUMBER: 0001144204-15-070169 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20151209 DATE AS OF CHANGE: 20151209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Planters Holding Co CENTRAL INDEX KEY: 0001654551 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640646149 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10499 FILM NUMBER: 151279059 BUSINESS ADDRESS: STREET 1: 212 CATCHINGS AVENUE CITY: INDIANOLA STATE: MS ZIP: 38751 BUSINESS PHONE: 662-887-3363 MAIL ADDRESS: STREET 1: 212 CATCHINGS AVENUE CITY: INDIANOLA STATE: MS ZIP: 38751 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001654551 XXXXXXXX 024-10499 PLANTERS HOLDING COMPANY MS 1980 0001654551 6022 64-0646149 149 22 212 CATCHINGS AVENUE INDIANOLA MS 38751 662-887-3363 James H. Clayton Banking 32412000.00 345508000.00 410359000.00 13084000.00 825862000.00 1726000.00 742536000.00 3575000.00 755197000.00 70665000.00 825862000.00 14210000.00 1833000.00 386000.00 4487000.00 10.72 10.72 BKD, LLP Common Stock 418686 000000000 N/A N/A 0 000000000 N/A N/A 0 000000000 N/A true true Tier1 Audited Equity (common or preferred stock) N N N N N N 74856 418686 266.00 19911696.00 0.00 0.00 0.00 19911696.00 BKD, LLP 15000.00 Jones Walker LLP 25000.00 0 0.00 Issuer is issuing securities as consideration for the merger of Covenant Financial Corporation with and into Issuer. Therefore, the net cash proceeds to the Issuer is 0. true AL AK FL GA IL IN MN MS MO NC OH OR SC TN TX DC true PART II AND III 2 v426485_1a-a.htm PART II AND III

Explanatory Note

PLANTERS HOLDING COMPANY has prepared this Pre-Effective Amendment No. 1 to Form 1-A solely for the purpose of filing Exhibits 15.2 - 15.5 pursuant to Rule 252(d).

PART III –EXHIBITS

Index to Exhibits

Exhibit No.		Description
2.1		Articles of Incorporation of Planters Holding Company (incorporated by reference to the copy thereof submitted as Exhibit 2.1 to the Company's Form 1-A filed on December 7, 2015)
2.2		Bylaws of Planters Holding Company (incorporated by reference to the copy thereof submitted as Exhibit 2.2 to the Company's Form 1-A filed on December 7, 2015)
7.1		Agreement and Plan of Merger, dated as of July 22, 2015, by and among Planters Holding Company and Covenant Financial Corporation (included in the Offering Circular as Annex A and incorporated herein by reference) (incorporated by reference to the copy thereof submitted as Exhibit 7.1 to the Company's Form 1-A filed on December 7, 2015)
10.1		Power of Attorney (incorporated by reference to and included on signature page to the Company's Form 1-A filed on December 7, 2015)
11.1		Consent of BKD LLP (independent auditors of Planters Holding Company) (incorporated by reference to the copy thereof submitted as Exhibit 11.1 to the Company's Form 1-A filed on December 7, 2015)
11.2		Consent of Reynolds, Bone & Griesbeck PLC (independent auditors of Covenant Financial Corporation) (incorporated by reference to the copy thereof submitted as Exhibit 11.2 to the Company's Form 1-A filed on December 7, 2015)
11.3		Consent of Jones Walker LLP (included in and incorporated by reference to the copy thereof submitted as Exhibit 12.1 to the Company's Form 1-A filed on December 7, 2015)
12.1		Opinion of Jones Walker LLP as to the legality of the shares of Planters Holding Company common stock to be issued in the merger (incorporated by reference to the copy thereof submitted as Exhibit 12.1 to the Company's Form 1-A filed on December 7, 2015)
12.2		Opinion of Jones Walker LLP as to certain tax matters (incorporated by reference to the copy thereof submitted as Exhibit 12.2 to the Company's Form 1-A filed on December 7, 2015)
15.1		Form of Proxy Card of Covenant Financial Corporation (incorporated by reference to the copy thereof submitted as Exhibit 15.1 to the Company's Form 1-A filed on December 7, 2015)
15.2		Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.3		Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.4		Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.5*		Correspondence by or on behalf of the issuer previously submitted pursuant to Rule 252(d)

*	Filed herewith

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Indianola, Mississippi on December 9, 2015.

Planters Holding Company

By:	/s/ James H. Clayton
	Name:	James H. Clayton
	Title:	Vice Chairman and Chief Executive Officer

III-2

EX1A-15 ADD EXHB 3 v426485_ex15-5.htm EXHIBIT 15.5

Exhibit 15.5

190 East Capitol Street, Suite 800 (39201)

P.O. Box 427

Jackson, Mississippi 39205-0427

601-949-4900

Fax 601-949-4804

Neal C. Wise

Direct Dial: 601-949-4631

Direct Fax: 601-949-4861

nwise@joneswalker.com

November 16, 2015

Via E-mail

Michael Clampitt, Esq.

Eric Envall, Esq.

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:

Planters Holding Company; Draft Offering Statement on Form 1-A
Submitted October 9, 2015; CIK No. 0001654551

Dear Mr. Clampitt:

Amendment No. 1 to the Draft Offering Statement on Form 1-A of Planters Holding Company (the “Company”) is being filed today through the EDGAR filing system. Amendment No. 1 is submitted in response to the SEC's comment letter dated November 3, 2015 (“Comment Letter”). For your convenience, enclosed is a marked copy of Amendment No. 1 to the Draft Offering Statement on Form 1-A.

The Company's responses below are keyed to the Comment Letter.

Part II – Information Required in Offering Circular

Material U.S. Federal Income Tax Consequences of the Merger, page 75

1. In response to your comments, we have provided a tax opinion as Exhibit 12.2 to the Amendment No. 1 to the Draft Offering Statement on Form 1-A.

Unaudited Pro Forma Combined Condensed Financial Information, page 90



Alabama ▪ Arizona ▪ California ▪ District of Columbia ▪ Florida ▪ Georgia ▪ Louisiana ▪ Mississippi ▪ New York ▪ Ohio ▪ Texas

2. In response to your comments, the Company has provided a pro forma income statement for the ended December 31, 2014 and for the six month period ended June 30, 2015 in accordance with paragraph (b)(7)(iv) of Part F/S of Form 1-A and paragraph (b) of Rule 8-05 of Regulation S-X. These financial statements may be found on pp. 93-94 of the marked copy.

Item 9 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 95

3. In response to your comments, the Company has revised the Management’s Discussion and Analysis of Financial Condition and Results of Operation section to discuss the interim period’s results (i.e., as of and for the six-month period ended June 30, 2015) of Planters Holding Company.

Part F/S

4. Interim financial statements for Planters Holding Company for the six months ended June 30, 2015 and the comparable period ended June 30, 2014 have been added as Annex D.

5. Interim financial statements for the six months ended June 30, 2015 of Covenant Financial Corporation have been added as Annex F.

We trust that these revisions will be sufficiently responsive to your requests. Please contact me if you have questions or need additional information.

Sincerely,

/s/ Neal C. Wise

Neal C. Wise

Attachment

c: James H. Clayton

190 East Capitol Street, Suite 800 (39201)

P.O. Box 427

Jackson, Mississippi 39205-0427

601-949-4900

Fax 601-949-4804

www.joneswalker.com

Neal C. Wise

Direct Dial: 601-949-4631

Direct Fax: 601-949-4861

nwise@joneswalker.com

December 1, 2015

Via E-mail

Michael Clampitt, Esq.

Eric Envall, Esq.

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4561

Re:	Planters Holding Company; Amendment No. 1 to Draft Offering Statement on Form 1-A
	Submitted November 16, 2015; CIK No. 0001654551

Dear Mr. Clampitt:

Amendment No. 2 to the Draft Offering Statement on Form 1-A of Planters Holding Company (the “Company”) is being filed today through the EDGAR filing system. Amendment No. 2 is submitted in response to the SEC's comment letter dated November 30, 2015 (“Comment Letter”). For your convenience, enclosed is a marked copy of Amendment No. 2 to the Draft Offering Statement on Form 1-A.

The Company's responses below are keyed to the Comment Letter.

Part II – Information Required in Offering Circular

Material U.S. Federal Income Tax Consequences of the Merger .. . . . page 75

1. In response to your comments, we have revised the penultimate and last paragraphs on page 76 to the Amendment No. 2 to the Draft Offering Statement on Form 1-A.

Part F/S

Alabama ▪ Arizona ▪ California ▪ District of Columbia ▪ Florida ▪ Georgia ▪ Louisiana ▪ Mississippi ▪ New York ▪ Ohio ▪ Texas

Annex D – Unaudited Consolidated Financial Statements of Planters Holding Company as of and for the Six Month Period Ended June 30, 2015

2. In response to your comment, we have included the required statement on page D-1 of Annex D.

Annex F – Unaudited Consolidated Interim Financial Statements of Covenant Financial Corporation as of and for the Six Month Period Ended June 30, 2015

3. In response to your comment, comparative June 30, 2014 interim financial statements of Covenant Financial Corporation have been added to Annex F.

4. In response to your comment, we have included the required statement on page F-1 of Annex F.

We trust that these revisions will be sufficiently responsive to your requests. Please contact me if you have questions or need additional information.

Sincerely,

/s/ Neal C. Wise

Neal C. Wise

Attachment

c: James H. Clayton