First Seacoast Bancorp Announces Expected Closing Date of Conversion Transaction
January 13 2023 - 4:15PM
Business Wire
First Seacoast Bancorp (Nasdaq: FSEA), the holding company for
First Seacoast Bank, announced today that all regulatory approvals
have been received to close the conversion of First Seacoast
Bancorp, MHC from mutual to stock form and the related stock
offering by First Seacoast Bancorp, Inc., the proposed new stock
holding company for First Seacoast Bank.
Closing is expected to occur after the close of business on
January 19, 2023. First Seacoast Bancorp, Inc.’s common stock is
expected to begin trading on the Nasdaq Capital Market under the
trading symbol “FSEA” on January 20, 2023.
As a result of the subscription offering, the community offering
and the syndicated community offering, First Seacoast Bancorp, Inc.
expects to sell a total of 2,805,000 shares of its common stock
(the minimum of the offering range) at a price of $10.00 per share,
which includes 224,400 shares to be sold to First Seacoast Bank’s
Employee Stock Ownership Plan. All valid stock orders submitted by
eligible purchasers in the subscription offering and the community
offering will be filled in full. All valid stock orders submitted
by eligible purchasers in the syndicated community offering will be
filled according to the allocation procedures disclosed in First
Seacoast Bancorp, Inc.’s Prospectus dated November 14, 2022, as
supplemented by the Prospectus Supplement dated December 21,
2022.
First Seacoast Bancorp, Inc.’s transfer agent, American Stock
Transfer & Trust Company, LLC (“AST”), expects to mail Direct
Registration System (“DRS”) Book-Entry statements for shares
purchased in the subscription offering and the community offering,
and interest checks, on or about January 20, 2023.
As part of the conversion transaction, each outstanding share of
First Seacoast Bancorp common stock owned by the public
stockholders of First Seacoast Bancorp (stockholders other than
First Seacoast Bancorp, MHC) as of the closing date will be
converted into shares of First Seacoast Bancorp, Inc. common stock
based on an exchange ratio of 0.8358 shares of First Seacoast
Bancorp, Inc. common stock for each share of First Seacoast Bancorp
common stock. Cash will be issued in lieu of a fractional share of
First Seacoast Bancorp, Inc. common stock based on the offering
price of $10.00 per share.
AST expects to mail DRS Book-Entry statements for shares of
First Seacoast Bancorp, Inc. common stock issued in exchange for
shares of First Seacoast Bancorp common stock, plus checks for cash
in lieu of fractional shares, on or about January 20, 2023. First
Seacoast Bancorp stockholders who hold their shares in street name
through a broker will receive their shares of First Seacoast
Bancorp, Inc. common stock and cash in lieu of fractional shares
within their accounts automatically.
Upon the completion of the conversion and stock offering,
approximately 5,077,492 shares of First Seacoast Bancorp, Inc.
common stock are expected to be outstanding before adjustment for
fractional shares.
Eligible purchasers in the subscription offering, the community
offering and/or the syndicated community offering may contact the
Stock Information Center at 1-(877) 892-9472 (toll-free) if they
have any questions regarding their stock orders. The Stock
Information Center is open Monday through Friday between 10:00 a.m.
and 4:00 p.m., Eastern time, except bank holidays. In addition,
beginning on January 18, 2023, eligible purchasers in the
subscription offering and the community offering may confirm their
stock orders online at https://allocations.kbw.com.
Luse Gorman, PC has acted as legal counsel to the First Seacoast
Bancorp, Inc. and First Seacoast Bancorp. Keefe, Bruyette &
Woods, Inc., a Stifel Company, acted as marketing agent for First
Seacoast Bancorp, Inc. in subscription offering and the community
offering and as sole manager in the syndicated community offering.
Breyer & Associates PC has acted as legal counsel to Keefe,
Bruyette & Woods, Inc., a Stifel Company.
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
office in Rockingham County, New Hampshire.
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 conversion and stock offering;
possible unforeseen delays in delivering DRS Book-Entry statements
or refund and interest checks; and/or delays in the start of
trading due to market disruptions or otherwise.
Legal Disclosures
The shares of common stock of First Seacoast Bancorp, Inc.
are not savings accounts or deposit accounts and are not insured by
the Federal Deposit Insurance Corporation or by any other
governmental agency.
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version on businesswire.com: https://www.businesswire.com/news/home/20230113005322/en/
James R. Brannen President and Chief Executive Officer First
Seacoast Bancorp (603) 742-4680
First Seacoast Bancorp (NASDAQ:FSEA)
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