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United States securities and exchange commission logo
November 16, 2022
Mark Veblen, Esq.
Partner
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Re: Triumph Bancorp,
Inc.
Schedule TO-I
Filed November 7,
2022
File No. 005-88643
Dear Mark Veblen:
We have reviewed your filing 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 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.
All defined terms used here have the same meaning as in your offering
materials.
Schedule TO-I filed November 7, 2022
Cautionary Note on Forward Looking Statements, page 10
1. We note the disclaimer
that you do not undertake any obligation to update any forward
looking statements.
This disclaimer is inconsistent with the requirements of General
Instruction F of
Schedule TO and your obligations under Rule 13e-4(c)(3) to amend the
Schedule to reflect a
material change in the information previously disclosed. Please
revise the offer to
purchase to delete this statement.
Conditions of the Tender Offer, page 26
2. We note the following
statement in the last paragraph on page 27 "Our failure at any time
to exercise any of the
foregoing rights will not be deemed a waiver of any right, and each
such right will be
deemed an ongoing right that may be asserted at any time prior to the
Expiration Date." This
language suggests that if a condition is "triggered" and the
Mark Veblen, Esq.
Wachtell, Lipton, Rosen & Katz
November 16, 2022
Page 2
Company fails to assert the condition, it will not lose the right to
assert the condition at a
later time. Please note that when a condition is triggered and the
offeror wishes to
proceed with the offer anyway, we believe that this decision
constitutes a waiver of the
triggered condition(s). Also, please note that when an offer condition
is triggered by
events that occur during the offer period and before expiration of the
offer, the offeror
should inform holders how it intends to proceed immediately, rather
than waiting until the
end of the offer period, unless the condition is one where
satisfaction of the condition may
be determined only upon expiration. Please revise the cited language
accordingly.
3. While the Offer may be conditioned on any number of objective and
clearly-described
conditions, reserving the right to assert such conditions and by
implication terminate the
Offer regardless of the circumstances giving rise to any such
conditions potentially
renders the Offer illusory because the action or inaction of the
Company or its affiliates
could serve as justification for terminating the Offer. To avoid the
Offer potentially
constituting an illusory offer in contravention of Section 14(e) of
the Exchange Act,
please revise to remove the implication that the Offer conditions may
be triggered by
action or inaction of the Company or any of its affiliates.
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 Michael Killoy at 202-551-7576 or
Christina Chalk at 202-
551-3263.
FirstName LastNameMark Veblen, Esq. Sincerely,
Comapany NameWachtell, Lipton, Rosen & Katz
Division of
Corporation Finance
November 16, 2022 Page 2 Office of
Mergers & Acquisitions
FirstName LastName