Northfield Bancorp, Inc. Commences Syndicated Community Offering and Increases Purchase Limitations
September 15 2010 - 6:00AM
Northfield Bancorp, Inc. (Nasdaq:NFBK), a federal corporation and
the stock holding company for Northfield Bank, announced today that
Northfield Bancorp, Inc., the recently formed Delaware corporation
and proposed new holding company for Northfield Bank, has commenced
the syndicated community offering portion of the second-step
conversion to sell shares of common stock not subscribed for in the
subscription offering or the community offering. The
syndicated community offering is being conducted through a
syndicate of broker-dealers managed by Sandler O'Neill &
Partners, L.P., the sole book-running manager for the syndicated
community offering, and Keefe, Bruyette & Woods, Inc., the
co-manager for the syndicated community offering. The
syndicated community offering will be conducted on a best efforts
basis, and Sandler O'Neill & Partners, L.P. and Keefe, Bruyette
& Woods, Inc. are not required to purchase any shares of common
stock in the syndicated community offering.
In addition, Northfield Bancorp, Inc. has filed prospectus
supplements with the Securities and Exchange Commission increasing
the maximum purchase limitation for individual purchasers and for
purchasers associated or acting together with others from 300,000
shares to 5% of the shares sold in the offering. The purchase
limitation may be further increased to 9.99%, provided that orders
for shares of common stock exceeding 5% of the shares sold in the
offering shall not exceed in the aggregate 10% of the total shares
sold in the offering.
Consistent with the prospectus dated August 9, 2010, the only
persons who will be resolicited are those who subscribed for the
maximum purchase limit in the subscription offering.
Northfield Bancorp, Inc. has also extended the community
offering portion of the second-step conversion to 1:00 p.m.,
Friday, September 17, 2010.
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 approval of the Plan of Conversion and Reorganization
by the members of Northfield Bancorp, MHC (depositors of Northfield
Bank) and the stockholders of Northfield Bancorp, Inc. (the federal
corporation) at special meetings to be held September 27, 2010 and
the receipt of all necessary final regulatory approvals.
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 Northfield Bancorp, Inc. 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 any resolicited
subscribers in the subscription offering, an accompanying stock
order form).
Northfield Bancorp, Inc. has filed a
proxy statement/prospectus concerning the conversion with
the Securities and Exchange Commission.
Stockholders of Northfield Bancorp, Inc., the federal corporation,
are urged to read the proxy statement/prospectus because it
contains important information. Stockholders and investors are
able to obtain all documents filed with the Securities and Exchange
Commission by Northfield Bancorp, Inc. 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 Northfield Bancorp, Inc. are available free of charge
from the Corporate Secretary of Northfield Bancorp, Inc. 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 Northfield Bancorp, Inc. are
participants in the solicitation of proxies in favor of the
conversion from the stockholders of Northfield Bancorp, Inc.
Information about the directors and executive officers of
Northfield Bancorp, Inc. 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
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