Northfield Bancorp, Inc. (the "Company") (Nasdaq:NFBK) announced
today that Northfield Bancorp, Inc., a Delaware corporation
("Northfield-Delaware"), the proposed holding company for
Northfield Bank, and Northfield Bancorp, MHC have received
conditional regulatory approval to commence Northfield-Delaware's
stock offering in connection with Northfield Bancorp, MHC's
proposed second-step conversion. The Company also announced today
that the registration statement relating to the sale of common
stock of Northfield-Delaware has been declared effective by the
Securities and Exchange Commission.
Northfield-Delaware is offering for sale the 56.6% ownership
interest in the Company currently owned by Northfield Bancorp, MHC,
which is equivalent to between $263.5 million and $356.5 million,
or between 26,350,000 and 35,650,000 shares of common stock at
$10.00 per share. Northfield-Delaware may increase the number
of shares that it sells in the offering, without notice to persons
who have subscribed for shares, by up to 15%, to $410.0 million or
40,997,500 shares at $10.00 per share, as a result of market
demand, regulatory considerations or changes in financial
markets. The number of shares to be sold in the offering is
based on an independent appraisal of the estimated pro forma market
value of Northfield-Delaware as of July 16, 2010.
At the conclusion of the conversion and offering, the existing
shares of common stock held by the public stockholders of the
Company will be exchanged for between 1.0693 and 1.4467 shares of
Northfield-Delaware, subject to a 15% increase to 1.6637 shares,
based on the independent appraisal. The exchange ratio ranges
could change as a result of regulatory review or due to updates to
the independent appraisal, reflecting, among other things, changes
in market conditions before or during the offering.
The completion of the conversion and offering is subject to,
among other things, selling a minimum of 26,350,000 shares in the
offering, the receipt of all necessary final regulatory approvals,
the receipt of the approval of the members of Northfield Bancorp,
MHC (depositors of record of Northfield Bank) as of July 30, 2010,
and the receipt of the approval of the stockholders of record of
the Company as of July 30, 2010.
After the completion of the conversion and offering,
Northfield-Delaware will be 100% owned by public stockholders, and
the Company and Northfield Bancorp, MHC will each cease to
exist.
On or about August 19, 2010, offering materials will be mailed
to Northfield Bank depositors eligible to purchase shares in the
subscription offering, and proxy solicitation materials will be
mailed to depositors and stockholders. Shares of common stock
not sold in the subscription offering will be available in the
community offering to the general public, including stockholders of
the Company. The subscription offering and community offerings
are expected to expire at 4:00 p.m., Eastern Time, on September 13,
2010. Shares not sold in the subscription and community
offerings are expected to be sold in a syndicated community
offering.
Northfield-Delaware has established a Stock Information Center
to handle inquiries of its depositors and stockholders with respect
to the subscription and community offerings. The Stock
Information Center will open on August 19, 2010. The Stock
Information Center's telephone number is (877) 651-9234. Hours
of operation will be from 10:00 a.m. to 4:00 p.m., Monday through
Friday, except bank holidays. A copy of the prospectus and
stock order form relating to the subscription and community
offerings may be obtained from the Stock Information Center
beginning on August 19, 2010.
Sandler O'Neill & Partners, L.P. is assisting
Northfield-Delaware in selling its common stock in the subscription
and community offerings on a best efforts basis. In the
syndicated community offering, Sandler O'Neill & Partners, L.P.
will serve as sole book-running manager and Keefe, Bruyette &
Woods, Inc. will serve as co-manager.
This press release contains certain forward-looking statements
about the conversion and reorganization. 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 consummation of the transactions
contemplated by the Plan of Conversion and Reorganization,
difficulties in selling the conversion stock or in selling the
conversion stock within the expected time frame, increased
competitive pressures, changes in the interest rate environment,
general economic conditions or conditions within the securities
markets, and legislative and regulatory changes that could
adversely affect the business in which the Company and its
subsidiaries are engaged.
A registration statement relating to these securities
has been filed with the United States Securities and Exchange
Commission. This press release is neither an offer to sell nor
a solicitation of an offer to buy common stock. The offer will
be made only by means of the written prospectus forming part of the
registration statement (and, in the case of the subscription
offering, an accompanying stock order form).
The Company has filed a proxy statement/prospectus
concerning the conversion with the Securities and Exchange
Commission. Stockholders of the Company are urged to read the
proxy statement/prospectus because it contains important
information. Investors are able to obtain all documents filed
with the Securities and Exchange Commission by the Company and
Northfield-Delaware free of charge at the Securities and Exchange
Commission's website, www.sec.gov. In addition, documents filed
with the Securities and Exchange Commission by the Company and
Northfield-Delaware are available free of charge from the Corporate
Secretary of the Company at 581 Main Street, Suite 810, Woodbridge,
New Jersey 07095, Attention: Corporate Secretary.
The directors, executive officers, and certain other
members of management and employees of the Company are participants
in the solicitation of proxies in favor of the conversion from the
stockholders of the Company Information about the directors
and executive officers of the Company is included in the proxy
statement/prospectus filed with the Securities and Exchange
Commission.
The shares of common stock are not savings accounts or
savings deposits, may lose value and are not insured by the Federal
Deposit Insurance Corporation or any other government
agency.
CONTACT: Northfield Bancorp, Inc.
Steven M. Klein, Chief Financial Officer
(732) 499-7200 ext. 2510
Northfield Bancorp (NASDAQ:NFBK)
Historical Stock Chart
From May 2024 to Jun 2024
Northfield Bancorp (NASDAQ:NFBK)
Historical Stock Chart
From Jun 2023 to Jun 2024