Oritani Financial Corp. Completes Second Step Conversion and $413.6 Million Stock Offering
24 June 2010 - 11:39PM
Oritani Financial Corp. ('the "Company") (Nasdaq:ORITD), the
holding company for Oritani Bank, announced today that it has
completed the conversion from the mutual holding company structure
and related public offering and is now a stock form holding company
that is fully owned by the public. Oritani Bank is now 100%
owned by the Company and the Company is 100% owned by public
stockholders. The Company sold a total of 41,363,214 shares of
common stock at a purchase price of $10.00 per share in the
offering. Stifel, Nicolaus & Company, Incorporated acted as
selling agent for the subscription offering and community offering
portions of the offering. Stifel, Nicolaus & Company,
Incorporated acted as sole book-running manager and Sandler O'Neill
& Partners, L.P. and Sterne, Agee & Leach, Inc. acted as
co-managers for the syndicated community offering portion of the
offering.
Concurrent with the completion of the offering, shares of
Oritani Financial Corp. common stock owned by public stockholders
were exchanged for 1.500 shares of the Company's common
stock. Cash in lieu of fractional shares will be paid at a
rate of $10.00 per share. As a result of the offering, the
exchange and the automatic vesting of certain stock awards, the
Company will have approximately 56,202,617 shares outstanding and a
market capitalization of approximately $562.0 million after giving
effect to the transaction.
The shares of common stock sold in the offering and issued in
the exchange will begin trading on the NASDAQ Global Select Market
on June 24, 2010 under the symbol "ORITD" for a period of 20
trading days and will thereafter be "ORIT." Stock certificates
for shares purchased in the subscription offering and community
offering are expected to be mailed to subscribers on or about June
24, 2010. Oritani Financial Corp. stockholders holding shares
in street name or in book-entry form will receive shares of Company
common stock within their accounts. Oritani Financial Corp.
stockholders holding shares in certificated form will be mailed a
letter of transmittal on or about June 28, 1010 and receive their
shares of Company common stock and cash in lieu of fractional
shares after returning their stock certificates and a properly
completed letter of transmittal to the Company's transfer
agent.
Luse Gorman Pomerenk & Schick, Washington, D.C., served as
special counsel to the Company and Oritani Financial Corp. for the
conversion and offering. Sonnenschein Nath & Rosenthal
LLP, Washington, DC, served as special counsel to Stifel, Nicolaus
& Company, Incorporated and the co-managers. RP Financial,
LC., Arlington, Virginia served as independent appraiser for the
conversion and offering.
This release may contain certain "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995, and may be identified by the use of such words as
"believe," "expect," "anticipate," "should," "planned,"
"estimated," and "potential." Examples of forward looking
statements include, but are not limited to, estimates with respect
to the financial condition, results of operations and business of
Oritani Financial Corp. and Oritani Bank that are subject to
various factors which could cause actual results to differ
materially from these estimates. These factors include, but are not
limited to, general economic and market conditions, legislative and
regulatory conditions, changes in interest rates that affect
Oritani Bank's interest rate spread, changes in deposit flows, loan
demand or real estate values and other economic, governmental,
competitive, regulatory and technological factors that may affect
Oritani Financial Corp.'s and Oritani Bank's operations.
CONTACT: Oritani Financial Corp.
Kevin J. Lynch, President and Chief Executive Officer
(201) 664-5400
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