NorthEast Community Bancorp, Inc. Announces Completion of Second-Step Conversion and Subscription Offering
13 July 2021 - 8:13AM
NorthEast Community Bancorp, Inc., a Maryland corporation (the
“Company”) (NasdaqCM: NECB), announced today that it has completed
its “second-step” conversion pursuant to which NorthEast Community
Bancorp, MHC has converted to the stock holding company form of
organization. The Company, the new stock holding company for
NorthEast Community Bank (the “Bank”), sold 9,784,077 shares of
common stock at $10.00 per share, for gross offering proceeds of
$97.8 million in its subscription offering.
Concurrent with the completion of the conversion
and reorganization, shares of common stock of NorthEast Community
Bancorp, Inc., a federally chartered corporation and the former
parent company for the Bank (the “Mid-Tier Holding Company”), owned
by public shareholders have been exchanged for 1.3400 shares of the
Company’s common stock so that the former public shareholders of
the Mid-Tier Holding Company now own approximately the same
percentage of the Company’s outstanding common stock as they owned
of the Mid-Tier Holding Company’s outstanding common stock
immediately prior to the conversion, subject to adjustment as
disclosed in the offering prospectus. Cash in lieu of fractional
shares will be paid based on the offering price of $10.00 per
share. As a result of the offering and the exchange of shares, the
Company has 16,378,201 shares of common stock outstanding, subject
to adjustment for fractional shares.
The shares of the Company’s common stock are
expected to begin trading on the Nasdaq Capital Market on July 13,
2021 under the trading symbol “NECB.”
The Company’s transfer agent expects to mail
Direct Registration System (“DRS”) statements for shares of Company
common stock on or about July 13, 2021 to persons who purchased
common stock in the subscription offering. Existing Mid-Tier
Holding Company shareholders holding shares in street name will
receive shares of Company common stock within their accounts.
Shareholders holding shares in certificated form will be mailed a
letter of transmittal containing instructions as to how to exchange
their shares. Shareholders will receive a DRS statement and cash in
lieu of fractional shares after returning their Mid-Tier Holding
Company stock certificates and a properly completed letter of
transmittal to the Company’s transfer agent.
Piper Sandler & Co. acted as marketing agent
to the Company. Kilpatrick Townsend & Stockton LLP acted as
legal counsel to the Company and Luse Gorman, PC acted as legal
counsel to Piper Sandler & Co.
About NorthEast Community Bancorp,
Inc.
The Company is the holding company for NorthEast
Community Bank. NorthEast Community Bank is a New York State
chartered savings bank that operates six full-service branches in
New York and three full-service branches Massachusetts and loan
production offices in White Plains and New City, New York.
Cautionary Note About Forward-Looking
Statements
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, but are not limited to, changes in market interest
rates, regional and national economic conditions, the effect of the
COVID-19 pandemic (including its impact on the Bank’s business
operations and credit quality, on our customers and their ability
to repay their loan obligations and on general economic and
financial market conditions), legislative and regulatory changes,
monetary and fiscal policies of the United States government,
including policies of the United States Treasury and the Federal
Reserve Board, the quality and composition of the loan or
investment portfolios, demand for loan products, deposit flows,
competition, demand for financial services in the Bank’s market
area, changes in the real estate market values in the Bank’s market
area and changes in relevant accounting principles and
guidelines. These risks and uncertainties should be
considered in evaluating any forward-looking statements and undue
reliance should not be placed on such statements. Except as
required by applicable law or regulation, the Company does not
undertake, and specifically disclaims any obligation, to release
publicly the result of any revisions that may be made to any
forward-looking statements to reflect events or circumstances after
the date of the statements or to reflect the occurrence of
anticipated or unanticipated events.
The shares of common stock of the
Company 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:
Kenneth A. Martinek
Chairman and Chief Executive Officer
PHONE:
(914) 684-2500
NorthEast Community Banc... (NASDAQ:NECB)
Historical Stock Chart
From Jun 2024 to Jul 2024
NorthEast Community Banc... (NASDAQ:NECB)
Historical Stock Chart
From Jul 2023 to Jul 2024