Columbia Financial, Inc. To Commence Minority Stock Offering
Columbia Financial, Inc. To Commence Minority Stock Offering
FAIR LAWN, N.J., Feb. 9, 2018
FAIR LAWN, N.J., Feb. 9, 2018 /PRNewswire/ -- Columbia Financial, Inc. ("Columbia Financial"), the holding company for Columbia Bank, announced today that Columbia Financial has received all required regulatory approvals to commence its minority stock offering and that the registration statement relating to the sale of the common stock has been declared effective by the Securities and Exchange Commission. Following the offering, Columbia Financial, MHC (the "MHC"), the mutual holding company parent of Columbia Financial, will hold a majority of the outstanding shares of Columbia Financial. Columbia Bank will remain a wholly-owned subsidiary of Columbia Financial.
Columbia Financial is offering for sale up to 43,332,474 shares of common stock at a purchase price of $10.00 per share. The stock offering may be increased to up to 49,832,345 shares to reflect regulatory considerations, changes in market and financial conditions, and/or demand for the common stock. The shares will be offered in a subscription offering, first, to depositors of Columbia Bank with a qualifying deposit ($50 or more) as of the close of business on June 30, 2016; second, to Columbia Bank's tax-qualified employee stock ownership plan; third, to depositors of Columbia Bank with a qualifying deposit ($50 or more) as of the close of business on December 31, 2017; and, lastly, to depositors and certain borrowers of Columbia Bank as of the close of business on February 5, 2018. The scheduled expiration date of the subscription offering is Thursday, March 15, 2018.
Columbia Financial must sell at least 32,028,350 shares of its common stock in the stock offering. Shares of common stock that are not subscribed for in the subscription offering, if any, may be offered for sale to members of the general public in a community offering, with priority given to natural persons residing in the counties in which Columbia Bank's offices are located. If held, the community offering may be commenced during or immediately following the subscription offering. Completion of the stock offering is also subject to receipt of final bank regulatory approvals and satisfaction of other customary closing conditions.
In connection with the stock offering and continuing Columbia Bank's longstanding support of the communities it serves, Columbia Financial intends to contribute 3.0% of the total number of shares to be outstanding upon completion of the offering to the Columbia Bank Foundation, Columbia Bank's existing charitable foundation. The contribution of the shares is subject to the approval of the MHC's members (depositors and certain borrowers of Columbia Bank), and a special meeting of members has been called for that purpose on April 5, 2018.
The subscription offering and any community offering are being managed by Sandler O'Neill & Partners, L.P. Information regarding the stock offering and the special meeting of members will be mailed to persons eligible to subscribe or to vote on or about February 20, 2018. All questions concerning the stock offering or requests for offering materials should be directed to Columbia Financial's Stock Information Center at (833) 550-0717. The Stock Information Center will open at noon on Wednesday, February 21, 2018, and will be open thereafter Monday through Friday from 10:00 a.m. to 4:00 p.m., Eastern Time, excluding bank holidays, through the expiration date. The business of Columbia Bank will continue normally and without interruption during the stock offering process. The offering will have no impact on existing deposit accounts and loans and all deposit accounts will remain insured up to applicable limits by the Federal Deposit Insurance Corporation.
Headquartered in Fair Lawn, New Jersey, Columbia Bank, a wholly-owned subsidiary of Columbia Financial, Inc., has an asset base of more than $5 billion and 48 full-service offices throughout New Jersey. Columbia Bank offers a wide range of consumer and commercial products, including online and mobile banking, localized lending centers as well as title, investment and wealth management services.
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 Columbia Financial 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.
This press release contains certain forward-looking statements about the offering and the transactions contemplated by Columbia Financial's Plan of Stock Issuance (the "Plan"). 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 final regulatory approvals or consummation of the Plan, difficulties in selling shares in the offering within the expected time frame, changes in general economic conditions or conditions within the securities markets, legislative and regulatory changes that could adversely affect the business in which Columbia Financial is engaged and other risks that are described in the prospectus of Columbia Financial. Undue reliance should not be placed on any forward looking statement, which speaks only as of the date made. Neither Columbia Financial nor Columbia Bank undertakes any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
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SOURCE Columbia Financial, Inc.