First Seacoast Bancorp and Federal Savings Bank Announce Stock Offering Results and Expected Closing Date
DOVER, N.H.–(BUSINESS WIRE)–Federal Savings Bank (the “Bank”) announced today it has received all requisite regulatory approvals to close its mutual holding company reorganization and the related stock offering by First Seacoast Bancorp (the “Company”), the Bank’s proposed mid-tier stock holding company. Upon closing the reorganization and stock offering, the Bank will change its name to “First Seacoast Bank.” Closing is expected to occur at the close of business on July 16, 2019. The Company’s common stock is expected to begin trading on the NASDAQ Capital Market under the symbol “FSEA” on July 17, 2019.
As a result of the subscription offering that ended on June 18, 2019, the Company expects to sell a total of 2,676,740 shares of common stock, which includes 238,473 shares to be sold to the First Seacoast Bank Employee Stock Ownership Plan, at a price of $10.00 per share. In addition, as part of the reorganization, the Company expects to contribute 3,345,925 shares of common stock to First Seacoast Bancorp, MHC (the “MHC”), the Bank’s proposed parent mutual holding company, and 60,835 shares of common stock to First Seacoast Community Foundation, Inc., a charitable foundation that has been formed in connection with the reorganization and will be dedicated to supporting charitable organizations operating in the Bank’s local community. A total of 6,083,500 shares of common stock of the Company are expected to be issued and outstanding upon closing.
At a Special Meeting of Members held on June 27, 2019, the Bank’s members approved both the Plan of Reorganization from Mutual Savings Bank to Mutual Holding Company and Stock Issuance Plan and the establishment and funding of First Seacoast Community Foundation, Inc.
The subscription offering was oversubscribed in the first priority category by the Bank’s eligible depositors as of the close of business on December 31, 2017. All valid stock orders submitted by eligible depositors will be filled according to the allocation procedures described in the Company’s Prospectus dated May 14, 2019. Eligible depositors may confirm their allocations online at https://allocations.kbw.com or by contacting the Stock Information Center at 1-(877) 892-9472 (toll-free) between 10:00 a.m. and 4:00 p.m., Eastern time. Subscribers whose orders were not filled because of the oversubscription by the Bank’s eligible depositors will be mailed refund checks for their subscriptions funds, plus interest, on or about July 16, 2019.
The Company’s transfer agent, American Stock Transfer & Trust Company, LLC, expects to mail Direct Registration System (DRS) statements for shares purchased in the subscription offering, and interest checks for subscribers who submitted payment by check, on or about July 16, 2019.
Luse Gorman, PC has acted as legal counsel to the MHC, the Company and the Bank. Keefe, Bruyette & Woods, Inc., a Stifel Company, has acted as marketing agent for the Company in connection with the subscription offering, and Breyer & Associates PC has acted as legal counsel to Keefe, Bruyette & Woods, Inc., a Stifel Company.
About Federal Savings Bank
Federal Savings Bank has served the banking needs of its customers in the Seacoast communities of New Hampshire since 1890. The Bank operates from its main office located in Dover, NH and four branch offices located in Barrington, NH, Durham, NH, Portsmouth, NH, and Rochester, NH.
A registration statement relating to the common stock has been filed with the Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock.
The shares of common stock are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
Disclosures Concerning Forward Looking Statements
This press release contains certain forward-looking statements about the reorganization and subscription 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 delays in closing the reorganization and stock offering; possible unforeseen delays in delivering DRS statements or refund and interest checks; and/or delays in the start of trading due to market disruptions or otherwise.