Cullman Bancorp, Inc. Announces Adoption of Plan of Conversion for Second-Step Stock Offering
Cullman Bancorp, Inc. (OTC Pink: CULL) has announced a Plan of Conversion and Reorganization to transition to a fully public stock holding company structure. This involves a second-step stock offering of new common shares, with depositors from January 31, 2020, given priority for purchase. The conversion will not affect the Bank's depositors or customers and is contingent upon approval from shareholders, MHC members, and the Federal Reserve. A prospectus will be issued following regulatory approval detailing the conversion and stock offering.
- Conversion to a fully public stock holding company structure may enhance capital-raising capabilities.
- Depositors from January 31, 2020, have priority in the upcoming stock offering, potentially increasing investor interest.
- The success of the conversion and stock offering is contingent upon multiple approvals, which introduces uncertainty.
- Shares in the new holding company will not be insured by the FDIC, posing a risk to potential investors.
Cullman Bancorp, Inc. (the “Company”) (OTC Pink: CULL), the holding company for Cullman Savings Bank (the “Bank”), announced today that its Board of Directors, together with the Board of Directors of Cullman Savings Bank, MHC (the “MHC”), has adopted a Plan of Conversion and Reorganization (the “Plan of Conversion”).
Pursuant to the Plan of Conversion, the Company will reorganize into a new fully public stock holding company structure and as part of the conversion will conduct a second-step stock offering of new shares of common stock.
As part of the conversion, the Bank will become a wholly owned subsidiary of a new holding company, which will also be named Cullman Bancorp, Inc. Shares of common stock of the Company held by persons other than the MHC will be converted into shares of common stock of the new holding company pursuant to an exchange ratio generally intended to preserve the percentage ownership interests of such persons. Shares of Company common stock owned by the MHC will be canceled and the amount of the MHC’s ownership interest in the Company will be sold through the second-step stock offering. In the stock offering, depositors of the Bank with qualifying deposits as of January 31, 2020, will have first priority to purchase the new shares of common stock.
The conversion and offering will have no impact on depositors, borrowers or other customers of the Bank. The transactions contemplated by the Plan of Conversion are subject to approval by the Company’s stockholders (including approval by a majority of the shares held by persons other than the MHC), the members of the MHC (depositors of the Bank) and the Board of Governors of the Federal Reserve System.
A prospectus or proxy statement/prospectus, as applicable, and other materials containing detailed information relating to the Plan of Conversion, details of the offering, and business and financial information about the Company will be sent to stockholders of the Company and depositors of the Bank following receipt of regulatory approval.
This release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the prospectus when accompanied by a stock order form. The shares of common stock of the new holding 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.
Raymond James & Associates, Inc. will act as selling agent for the Company in the conversion. Luse Gorman, PC is serving as the Company’s legal counsel and Kilpatrick Townsend & Stockton LLP is acting as Raymond James & Associates, Inc.’s legal counsel.
Forward-Looking Statements
Certain statements contained herein constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “may,” “will,” “would,” “intend,” “believe,” “expect,” “plan,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. These statements are based upon the current beliefs and expectations of Company management and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors. Factors that could cause such differences to exist include, but are not limited to: the failure to obtain the requisite approvals of the Company’s stockholders, the MHC’s members and the Board of Governors of the Federal Reserve System for the proposed conversion and related stock offering, delays in obtaining such approvals, or adverse conditions imposed in connection with such approvals; those related to the real estate and economic environment, particularly in the market areas in which the Company operates; fiscal and monetary policies of the U.S. Government; changes in government regulations affecting financial institutions, including regulatory compliance costs and capital requirements; fluctuations in the adequacy of loan loss reserves; decreases in deposit levels necessitating increased borrowing to fund loans and investments; the effects of any pandemic, including COVID-19; operational risks including, but not limited to, cybersecurity, fraud and natural disasters; the risk that the Company may not be successful in the implementation of its business strategy; changes in prevailing interest rates; credit risk management; asset-liability management; and other risks described in filings Cullman Bancorp, Inc. will make with the Securities and Exchange Commission, which will be available at the SEC’s website, www.sec.gov.
The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above or other factors could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions, which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
About Cullman Bancorp, Inc.
The Company is a federal corporation based in Cullman, Alabama. The Company’s banking subsidiary, Cullman Savings Bank, opened in 1887 and currently operates three full-service offices in Cullman, Alabama and one full-service office in Hanceville, Alabama.
Important Additional Information and Where to Find It
In connection with the proposed transaction, Cullman Bancorp, Inc. will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 that will include a proxy statement of the Company and a prospectus of Cullman Bancorp, Inc., as well as other relevant documents concerning the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS CAREFULLY WHEN THE BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When filed, these documents and other documents relating to the proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free-of-charge from the Company upon written request to Cullman Bancorp, Inc., 316 Second Avenue S.W., Cullman, Alabama 35055, Attention: Corporate Secretary, or by calling (256) 734-1740.
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FAQ
What is the Plan of Conversion for Cullman Bancorp, Inc.?
When will the stock offering take place?
Who has priority to purchase the new shares in the stock offering?
What impact will the conversion have on customers of Cullman Savings Bank?
What approvals are needed for the Plan of Conversion to proceed?
