SEC Division of Corporation Finance no-action letter: Citizens Republic Bancorp, Inc.

Rule 14e-1(b)
Securities Exchange Act of 1934
125 Broad Street TELEPHONE: 1-212-558-4000
FACSIMILE: 1-212-558-3588 New York, NY 10004-2498 WWW.SULLCROM.COM LOS ANGELES • PALO ALTO • WASHINGTON, D.C. FRANKFURT • LONDON • PARIS BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY August 21, 2009 Office of Mergers and Acquisitions, Division of Corporation Finance, Securities and Exchange Commission, Mail Stop 3628, 100 F. Street, N.E., Washington, D.C. 20549-3628. Attention: Nicholas P. Panos, Senior Special Counsel Re: VWAP Pricing in Exchange Offer by Citizens Republic Bancorp, Inc. Dear Mr. Panos:
Citizens Republic Bancorp, Inc. (the “Offeror”) has commenced offers (collectively, the “Exchange Offer”) to issue common shares of the Offeror (“Common Shares”)1 in exchange for outstanding securities of the Offeror (the “Subject Securities”).2 Morgan Stanley & Co. Incorporated (as sole arranger and lead manager) and Keefe, Bruyette & Woods, Inc. are acting as dealer managers. The Offeror has filed a registration statement on Form S-4 under the Securities Act of 1933 (the “1933 Act”) to register the issuance of Common Shares in the Exchange Offer. We are writing to request that the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) confirm that it will not recommend that the SEC take enforcement action against the Offeror pursuant to Rule 14e-1(b) under the 1934 Act if 1 The Common Shares are listed on the Nasdaq Global Select Market. 2 The Subject Securities are non-convertible subordinated notes and trust preferred securities of the Offeror issued under indentures qualified under the Trust Indenture Act of 1939 and are therefore interpreted as debt for purposes of the tender offer rules. The Exchange Offer is thus subject to Rule 14e-1(b) but not Rule 13e-4 or Regulation 14D under the Securities Exchange Act of 1934 (the “1934 Act”). NY12528:377996.11