December 14, 2021
VIA EDGAR
Eric Envall
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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First Interstate BancSystem, Inc.
Registration Statement on Form S-4
File No. 333-260771
Request for Effectiveness
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Dear Mr. Envall:
Reference is made to the Registration Statement on Form S-4 (File No. 333-260771) filed by First Interstate BancSystem, Inc. (the “Company”) with the U.S. Securities and
Exchange Commission (the “SEC”) on November 4, 2021 (the “Registration Statement”).
The Company hereby requests the Registration Statement be made effective at 12:00 p.m., Eastern Time, on December 16, 2021, or as soon as possible thereafter, in accordance
with Rule 461 promulgated under the Securities Act of 1933, as amended.
Please contact George R. Bason, Jr. at (212) 450-4340 or george.bason@davispolk.com or Evan Rosen at (212) 450-4505 or evan.rosen@davispolk.com with any questions you may have
concerning this letter, or if you require any additional information. Please notify Mr. Bason or Mr. Rosen when this request for acceleration of effectiveness of the Registration Statement has been granted.
[Signature Page Follows]
| Very truly yours, |
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FIRST INTERSTATE BANCSYSTEM, INC.
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By:
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/s/ Kevin P. Riley
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Kevin P. Riley
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President and Chief Executive Officer |
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George R. Bason, Jr., Davis Polk & Wardwell LLP
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Evan Rosen, Davis Polk & Wardwell LLP
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