First Seacoast Bancorp (Nasdaq: “FSEA”), the holding company for
First Seacoast Bank, announced today that the Board of Directors of
its parent mutual holding company, First Seacoast Bancorp, MHC, has
adopted a Plan of Conversion and Reorganization pursuant to which
First Seacoast Bancorp, MHC will undertake a “second step”
conversion from the mutual holding company structure to the stock
holding company structure.
First Seacoast Bancorp, MHC currently owns approximately 55.7%
of the outstanding shares of common stock of First Seacoast Bancorp
which it acquired in connection with the reorganization of First
Seacoast Bank into the mutual holding company structure and the
related initial public offering by First Seacoast Bancorp in July
2019.
As a result of the proposed transaction, a new stock holding
company for First Seacoast Bank, to be named First Seacoast
Bancorp, Inc. and which will succeed to First Seacoast Bancorp,
will offer for sale shares of its common stock, representing First
Seacoast Bancorp, MHC’s ownership interest in First Seacoast
Bancorp, to depositors of First Seacoast Bank and others in a
subscription offering and, if necessary, a community offering
and/or a syndicated community offering. Eligible account holders of
First Seacoast Bank as of the close of business on June 30, 2021
have first priority non-transferable subscription rights to
subscribe for shares of common stock of First Seacoast Bancorp,
Inc. The total number of shares of common stock of First Seacoast
Bancorp, Inc. to be issued in the proposed stock offering will be
based on the aggregate pro forma market value of the common stock
of First Seacoast Bancorp, Inc., as determined by an independent
appraisal. In addition, each share of common stock of First
Seacoast Bancorp owned by persons other than First Seacoast
Bancorp, MHC (the “minority stockholders”) will be converted into
and become the right to receive a number of shares of common stock
of First Seacoast Bancorp, Inc. pursuant to an exchange ratio
established at the completion of the proposed transaction. The
exchange ratio is designed to preserve in First Seacoast Bancorp,
Inc. the same aggregate percentage ownership interest that the
minority stockholders will have in First Seacoast Bancorp
immediately before the completion of the proposed transaction,
exclusive of the purchase of any additional shares of common stock
of First Seacoast Bancorp, Inc. by minority stockholders in the
stock offering and the effect of cash received in lieu of issuance
of fractional shares of common stock of First Seacoast Bancorp,
Inc., and adjusted to reflect certain assets held by First Seacoast
Bancorp, MHC.
The proposed transaction is expected to be completed in the
first quarter of 2023, subject to regulatory approval, approval by
the members of First Seacoast Bancorp, MHC (i.e., depositors and certain borrowers of First
Seacoast Bank), and approval by the stockholders of First Seacoast
Bancorp, including by a separate vote of approval by First Seacoast
Bancorp’s minority stockholders. Detailed information regarding the
proposed transaction, including the stock offering, will be sent to
stockholders of First Seacoast Bancorp and members of First
Seacoast Bancorp, MHC following regulatory approval.
Luse Gorman, PC is serving as legal counsel to First Seacoast
Bancorp, MHC, First Seacoast Bancorp and First Seacoast Bank.
Keefe, Bruyette & Woods, Inc., a Stifel Company, will act as
marketing agent in the stock offering by First Seacoast Bancorp,
Inc.
About First Seacoast Bank
First Seacoast Bank is a federally-chartered stock savings bank
serving the financial needs of residents of the Seacoast region of
New Hampshire. First Seacoast Bank operates four full-service
offices in Strafford County, New Hampshire, and one full-service in
Rockingham County, New Hampshire.
Forward-Looking Statements
This press release contains certain forward-looking statements
about the reorganization and stock offering. Forward-looking
statements include statements regarding anticipated future events
and can be identified by the fact that they do not relate strictly
to historical or current facts. They often include words such as
"believe," "expect," "anticipate," "estimate," and "intend" or
future or conditional verbs such as "will," "would," "should,"
"could," or "may". Forward-looking statements, by their nature, are
subject to risks and uncertainties. Certain factors that could
cause actual results to differ materially from expected results
include that the proposed transaction may not be timely completed,
if at all, that required regulatory, shareholder and member
approvals are not timely received, if at all, or that other
customary closing conditions are not satisfied in a timely manner,
if at all.
Important Additional Information and Where to Find It
First Seacoast Bancorp, Inc. will file with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form
S-1 that will include a proxy statement of First Seacoast Bancorp
and a prospectus of First Seacoast Bancorp, Inc., as well as other
relevant documents concerning the proposed transaction.
STOCKHOLDERS OF FIRST SEACOAST BANCORP ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS
CAREFULLY WHEN THESE DOCUEMMTS BECOME AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. When filed, these documents and other documents
relating to the proposed transaction can be obtained free of charge
from the SEC’s website at www.sec.gov. Alternatively, these
documents, when available, can be obtained free-of-charge from
First Seacoast Bancorp upon written request to First Seacoast
Bancorp, 633 Central Avenue, Dover, New Hampshire 03820, Attention:
James R. Brannen, or by calling (603) 742-4680.
Participants in the Solicitation
First Seacoast Bancorp and its directors and its executive
officers may be deemed to be participants in the solicitation of
proxies with respect of the proposed transaction. Information
regarding First Seacoast Bancorp’s directors and executive officers
is available in its definitive proxy statement for its 2022 Annual
Meeting of Stockholders, filed with the SEC on April 14, 2022.
Other information regarding the participants in the proxy
solicitation will be contained in the proxy statement, the
prospectus, and other relevant materials filed with the SEC, as
described above.
This press release is neither an offer to sell nor a
solicitation of an offer to buy common stock. The offer is made
only by the prospectus when accompanied by a stock order form. The
shares of common stock to be offered for sale by First Seacoast
Bancorp, Inc. are not savings accounts or savings deposits and are
not insured by the Federal Deposit Insurance Corporation or by any
other government agency.
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version on businesswire.com: https://www.businesswire.com/news/home/20220812005006/en/
James R. Brannen President and Chief Executive Officer First
Seacoast Bancorp (603) 742-4680
First Seacoast Bancorp (NASDAQ:FSEA)
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