Ponce Bank Mutual Holding Company and PDL Community Bancorp
BRONX, NY, May 25, 2021 (GLOBE NEWSWIRE) – Ponce Bank Mutual Holding Company and PDL Community Bancorp (NASDAQ: PDLB), the holding company of Ponce Bank and Mortgage World Bankers, Inc., announced today that their boards of ‘administration unanimously adopted a conversion and reorganization plan under which Ponce Bank Mutual Holding Company and PDL Community Bancorp will reorganize into a new joint stock holding company and make a second offer to purchase new shares. ordinary actions.
As a result of the proposed ‘second stage’ conversion transaction, the current mutual holding company structure of Ponce Bank Mutual Holding Company, PDL Community Bancorp, Ponce Bank and Mortgage World Bankers, Inc. will convert to a stock of ‘fully converted shares. company structure. A new holding company for Ponce Bank and Mortgage World Bankers, Inc., called PDL Community Financial Corp. and which will succeed PDL Community Bancorp, will offer for sale shares of its common stock, representing Ponce Bank Mutual Holding Company stake in PDL Community Bancorp, to depositors of Ponce Bank and others in a subscription offer and, if necessary, a community offer and / or a syndicated community offer. Eligible account holders of Ponce Bank as of the close of business on April 30, 2020 will have first priority non-transferable subscription rights to subscribe for the common shares of PDL Community Financial Corp. In addition, each ordinary share of PDL Community Bancorp shares held by persons other than Ponce Bank Mutual Holding Company (the âMinority Shareholdersâ) will convert into and become entitled to receive a certain number of ordinary shares of PDL Community Financial Corp. Exchange ratio, established at the end of the proposed transaction, intended to preserve in PDL Community Financial Corp. the same overall percentage of ownership that minority shareholders will hold in PDL Community Bancorp immediately prior to the completion of the proposed transaction, excluding the purchase of any additional shares of common stock of PDL Community Financial Corp. by minority shareholders in connection with the share offering and the effect of cas received in lieu of the issuance of fractions of ordinary shares of PDL Community Bancorp, and adjusted to reflect certain assets held by Ponce Bank Mutual Holding Company . The total number of common shares of PDL Community Financial Corp. to be issued under the proposed transaction will be based on the aggregate pro forma market value of the common shares of PDL Community Financial Corp., determined by an independent body. Evaluation.
As part of the conversion, a contribution will be made to the Ponce De Leon Foundation in the form of ordinary shares issued upon conversion and cash for amounts to be determined. The foundation will continue to be dedicated to promoting charitable purposes in the communities served by Ponce Bank, including community development and grants and donations to support housing assistance and nonprofits.
Carlos P. Naudon, President and CEO, said, âWe believe that the second stage of the transaction will help us advance our growth and strategic plans. We are proud to make a significant additional contribution to the foundation that will be funded as part of our conversion, as it reflects our continued commitment to the communities we serve.
The conversion and the offer will not affect the terms and conditions of accounts held by depositors and borrowers or other customers of Ponce Bank. The transactions contemplated by the Conversion Plan, including the financing of the foundation, are subject to the approval of the shareholders of PDL Community Bancorp (including approval by a majority of the shares held by persons other than Ponce Bank Mutual Holding Company), members of Ponce Bank Mutual Holding Company and the Federal Reserve Board of Governors.
As part of the proposed transaction, PDL Community Financial Corp. will file with the Securities and Exchange Commission (the âSECâ) a registration statement on Form S-1 which will include a power of attorney from PDL Community Bancorp and a prospectus from PDL Community Financial Corp., as well as other relevant documents regarding the proposed transaction. This communication does not constitute an offer to sell or the solicitation of an offer to buy securities or a solicitation of a vote or approval. SHAREHOLDERS OF PDL COMMUNITY BANCORP ARE URGED TO READ CAREFULLY THE REFERENCE STATEMENT, THE PROXY STATEMENT AND THE PROSPECTUS WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY MATERIAL CHANGES OR SUPPLEMENT. . Once filed, these 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, may be obtained free of charge from PDL Community Bancorp upon written request from PDL Community Bancorp, 2244 Westchester Avenue, Bronx, New York, 10462, attention of the Secretary General, or by calling on (718) 931-9000.
PDL Community Bancorp and certain of its directors, officers and employees may be considered participants in the proxy solicitation with respect to the proposed transaction. Information regarding the directors and officers of PDL Community Bancorp is available in its final proxy statement for its 2021 annual meeting of shareholders, filed with the SEC on April 23, 2021. Other information regarding participants in the solicitation of proxies and a description of their indirect interests, by security or otherwise, will be contained in the proxy circular, prospectus and other relevant documents filed with the SEC, as described above.
The common shares of PDL Community Financial Corp. will not be savings accounts or savings deposits, may lose value, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.
About PDL Community Bancorp
PDL Community Bancorp is the financial holding company of Ponce Bank and Mortgage World Bankers, Inc. Ponce Bank is a federally chartered savings association. Ponce Bank is designated a Minority Depository Institution, Community Development Financial Institution, and Certified Lender by the Small Business Administration. The activity of Ponce Bank consists mainly in receiving deposits from the general public and to a lesser extent in alternative sources of financing and in investing these deposits, as well as the funds generated by operations and borrowings, in mortgages, constituted from 1 to 4 family residences (owned by investors). and owner-occupied), multi-family residences, non-residential properties and construction and land and, to a lesser extent, business and consumer loans. Ponce Bank also invests in securities, which consist of US government and federal agency securities and securities issued by government enterprises or owned by the government, as well as mortgage-backed securities, bonds and bonds. companies and shares of the Federal Home Loan Bank. World Bankers Mortgage, Inc. is a mortgage lender operating in five states. As a Federal Housing Administration (âFHAâ) approved Title II lender, Mortgage World Bankers, Inc. creates and sells FHA-guaranteed single-family mortgages to investors, as well as conventional mortgages.
Certain statements contained herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be covered by the Safe Harbor provisions. of the Private Securities Litigation Reform Act of 1995. These statements can be identified by words such as “believes”, “will”, “would”, “expects”, “project”, “may”, “could”, ” developments â,â strategic â,â launch, ââ Opportunities â,â anticipates â,â estimates â,â intends â,â plans â,â targets âand similar expressions. These statements are based on the current beliefs and expectations of the management of the company and are subject to significant risks and uncertainties. Actual results may differ materially from those stated in forward-looking statements due to many factors. Factors that could cause such differences include, but are not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on the Company’s business operations; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions on a national basis or in the local markets in which the Company operates, including changes that adversely affect the ability of borrowers to service and repay Company loans; the anticipated impact of the novel coronavirus COVID-19 pandemic and societal mitigation attempts; changes in the value of securities in the Company’s investment portfolio; changes in default and write-off rates; fluctuations in real estate values; the adequacy of loan loss reserves; declining deposit levels requiring increased borrowing to fund loans and investments; operational risks, including, but not limited to cybersecurity, fraud and natural disasters; changes in government regulations; changes in accounting standards and practices; the risk that intangible assets recorded in the company’s financial statements will depreciate; demand for loans in the Company’s market area; the company’s ability to attract and hold deposits; risks associated with the implementation of acquisitions, disposals and restructuring; the risk that the Company will not succeed in implementing its business strategy; changes in the assumptions used to make these forward-looking statements and the risk factors described in the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the âSECâ), which are available on the SEC’s website, www.sec.gov. If one or more of these risks materialize or if underlying beliefs or assumptions prove to be incorrect, the actual results of PDL Community Bancorp could differ materially from those discussed. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any obligation to publicly update or revise forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law or regulation applicable requires it.