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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 14e-1(b)

No Action, Interpretive and/or Exemptive Letter:
Citizens Republic Bancorp, Inc.

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

August 21, 2009

Alan Sinsheimer, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498


Citizens Republic Bancorp, Inc. — Exchange Offer

Dear Mr. Sinsheimer:

We are responding to your letter dated August 21, 2009 addressed to Nicholas P. Panos, as supplemented by telephone conversations with the staff, with regard to your request for no-action relief. To avoid having to recite or summarize the facts set forth in your letter, our response is attached to the enclosed copy of your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and facts presented in your letter, the staff of the Division of Corporation Finance will not recommend that the Securities and Exchange Commission take enforcement action under Rule 14e-1(b) under the Securities Exchange Act of 1934 if the Offeror conducts the Exchange Offer by using the pricing mechanism and stating the amount of securities sought as described in your letter. In issuing this no-action position, we considered the following facts, among others:

  • the Offeror discloses a specified dollar value of its Common Shares issuable for each Subject Security accepted for exchange;

  • the formula for determining the number of Common Shares to be issued in exchange for Subject Securities, the cap on the consideration and the method for determining the prioritization of acceptances have been disclosed in the offering materials disseminated to security holders; the formula, cap and the prioritization of acceptances will remain fixed throughout the duration of the Exchange Offer; and, if there is a change in the formula, cap or the prioritization of acceptances, the Exchange Offer will remain open for at least 10 business days;

  • the Common Shares offered as consideration in the Exchange Offer and used as the reference security in the pricing mechanism are listed on the Nasdaq Global Select Market;

  • the Offeror has published on a website maintained for the Exchange Offer the daily indicative calculated per share values and exchange ratios and has provided a toll-free number that its security holders can use to obtain Exchange Offer pricing related information;

  • the Offeror will publish the final exchange ratio on the Exchange Offer website and in a press release no later than 4:30 p.m., New York City time, on the expiration date of the Exchange Offer, and electronically file that information pursuant to Rule 165 on Form 425;

  • the Offeror will make available forms of VOI and notice of withdrawal in its printed materials and on the Exchange Offer website, will permit tenders and withdrawals to be made until 11:59 p.m. on the expiration date, and has disclosed the procedures for making tenders and withdrawals in the offering materials disseminated to security holders;

  • the Offeror will use a proration mechanism to determine the exact amount of tendered Subject Securities to be accepted for exchange in the event that accepting the total number of Subject Securities tendered would necessitate the issuance of shares in excess of the maximum amount available for payment; and

  • the Exchange Offer discloses that the Offeror is seeking to buy up to all of the Subject Securities, subject to certain terms and conditions being satisfied.

The foregoing no-action position is based solely on your representations and the facts presented in your letter dated August 21, 2009 as supplemented by telephone conversations with the staff. Any different facts or circumstances may require a different conclusion. This relief is strictly limited to the application of Rule 14e 1(b) to the Offeror's use of the pricing mechanism and disclosure regarding the amount of securities sought. This response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented. The Offeror should discontinue the Exchange Offer pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 9(a), 10(b) and 14(e) of the Exchange Act and Rule 10b-5 and Rule 14e-3 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws rests with the participants in the Exchange Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the Exchange Offer may raise, including any questions relating to the adequacy of the disclosure regarding, compliance with the Form S-4 item requirements concerning, and the applicability of the Securities Act of 1933 or any other federal or state laws to, the pricing mechanism, the amount of securities sought or the Exchange Offer.


Nicholas P. Panos
Senior Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 08/24/2009