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United States securities and exchange commission logo
March 11, 2021
James Beckwith
President and Chief Executive Officer
Five Star Bancorp
3100 Zinfandel Drive
Suite 650
Rancho Cordova, CA 95670
Re: Five Star Bancorp
Draft Registration
Statement on Form S-1
Submitted February
12, 2021
CIK No. 0001275168
Dear Mr. Beckwith:
We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Risk Factors
We could be subject to environmental risks and associated costs . . . ,
page 31
1. If material, please
revise to state, as of a recent date, the amount and type of real estate of
which the company has
taken title and is therefore the potential source of environmental
liabilities.
We are an emerging growth company, as defined in the JOBS Act . . . ,
page 40
2. Since you are also a
smaller reporting company, please add a separate risk
factor disclosing that
even if you no longer qualify as an emerging growth company, you
James Beckwith
Five Star Bancorp
March 11, 2021
Page 2
may still be subject to reduced reporting requirements so long as you
are a smaller
reporting company.
Cautionary Note Regarding Forward-Looking Statements, page 52
3. We note your reference to forward-looking statements within the
meaning of the Private
Securities Litigation Reform Act of 1995. Please be advised that the
safe harbor for
forward-looking statements is inapplicable in this context, because
the company is not
currently a reporting company. See Section 27A(a)(1) of the Securities
Act. Therefore,
please either delete any references to the Private Securities
Litigation Reform Act or make
clear that the safe harbor does not apply to this offering.
Use of Proceeds, page 54
4. Please revise to disclose in greater detail your intended use of
proceeds, to the extent
known. As applicable, please describe any preliminary plans,
arrangements or
understandings for future growth or acquisitions, or alternatively,
disclose that there are
none. You may reserve the right to change the use of proceeds as
indicated in Instruction
7 to Item 504 of Regulation S-K. Disclosure on use of proceeds is
required even if
management will have broad discretion in allocating the proceeds. If
you have no current
specific plans for your use of proceeds other than a cash distribution
to existing
shareholders, please revise to so state and clarify the principal
reasons for the offering.
Refer generally to Item 504 of Regulation S-K, including Instruction 6
thereto.
Loan Portfolio, page 73
5. Given the significance of the commercial real estate loans, please
revise to provide an
enhanced discussion and a breakdown of the types of collateral as well
as the related loan-
to value ranges for these loans for the periods presented, discussing
any trends.
6. Please revise to provide an enhanced discussion of the types of loans
located outside of
California during the periods presented.
Deposits, page 84
7. Given the significant amount of large deposit relationships, please
revise to address the
following:
Provide a discussion of the types of entities from which these
deposits are received as
well as the typical type of deposit;
Indicate if such activities have been consistent over time and have
helped to continue
to grow the deposit base; and
FirstName
Identify the singleBeckwith
LastNameJames largest depositor which represented over $133
million of total
Comapany deposits
NameFive at Star Bancorp
December 31, 2020, as well as the level of such
deposits at December 31,
2019.Page 2
March 11, 2021
FirstName LastName
James Beckwith
FirstName LastNameJames Beckwith
Five Star Bancorp
Comapany
March NameFive Star Bancorp
11, 2021
March3 11, 2021 Page 3
Page
FirstName LastName
Notes to Consolidated Financial Statements
Note 10 Income Taxes, page F-38
8. In regard to the Accumulated Adjustments Account estimated amount of
$35 million at
December 31, 2020, please revise to disclose the types of taxes
previously paid and
indicate how these earnings will be impacted by the conversion to a C
Corporation. Also,
indicate if the dividend distribution limits discussed on page F-43
will impact the amount
of any distributable earnings.
General
9. Please supplementally provide us with copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
whether or not they retain copies of the communications. Please
contact the staff member
associated with the review of this submission to discuss how to submit
the materials, if
any, to us for our review.
You may contact Lory Empie at (202) 551-3714 or Marc Thomas at (202)
551-3452 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at (202) 551-3448 or David Lin at (202) 551-3552
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Finance