First Seacoast Bancorp (Nasdaq: “FSEA”), the holding company for
First Seacoast Bank, announced today the increase in the maximum
purchase limits in the stock offering being conducted by First
Seacoast Bancorp, Inc., the proposed successor to First Seacoast
Bancorp, in connection with the conversion of First Seacoast
Bancorp, MHC from mutual to stock form. Both the maximum individual
purchase limit and the maximum group limit have been increased from
40,000 shares ($400,000) to 5% of the shares issued in all
categories of the stock offering. At the minimum of the offering
range disclosed in First Seacoast Bancorp, Inc.’s prospectus dated
November 14, 2022, the new limits equate to $1,402,500 (140,250
shares).
Consistent with the prospectus dated November 14, 2022, as
supplemented by the prospectus supplement dated December 21, 2022,
only those persons who subscribed for the maximum number of shares
in the subscription offering or the community offering will be
resolicited and given the opportunity to order additional shares up
to the new purchase limits. Supplemental stock order forms will be
distributed to those subscribers. A properly completed supplemental
stock order form for any increased stock order, together with full
payment of immediately available funds, must be received by First
Seacoast Bancorp, Inc. (not postmarked) by 2:00 p.m., Eastern time,
on January 4, 2023. All other eligible subscribers who submitted
valid stock order forms in the subscription offering or the
community offering will have their stock orders filled in full.
First Seacoast Bancorp, Inc. has commenced a syndicated
community offering to sell the shares of common stock not
subscribed for in the subscription offering or the community
offering, both of which expired on December 16, 2022. In the
subscription offering and the community offering, First Seacoast
Bancorp, Inc. received valid stock orders for approximately 48.8%
of the shares offered for sale at the 2,805,000-share minimum of
the offering range. Keefe, Bruyette & Woods, Inc. acted as
marketing agent in the subscription offering and the community
offering.
The terms and conditions of the syndicated community offering
are more fully set forth in First Seacoast Bancorp, Inc.’s
prospectus dated November 14, 2022, as supplemented by a prospectus
supplement dated December 21, 2022. The offering of shares in the
syndicated community offering is made only by the prospectus, as
supplemented by the prospectus supplement, and shares may only be
ordered by using the stock order forms provided by First Seacoast
Bancorp, Inc. The syndicated community offering will expire at 2:00
p.m., Eastern time, on January 17, 2023, but First Seacoast
Bancorp, Inc. reserves the right to select an earlier expiration
time and date once it receives valid orders for at least 2,805,000
shares of common stock at the minimum of the offering range,
inclusive of the valid orders received in the subscription offering
and the community offering. Keefe, Bruyette & Woods, Inc. is
managing the syndicated community offering and is not obligated to
purchase any shares offered for sale in the syndicated community
offering.
Completion of the conversion and stock offering remains subject
to final regulatory approval, the approval of the stockholders of
First Seacoast Bancorp and the members of First Seacoast Bancorp,
MHC, and the sale of at least 2,805,000 shares of common stock at
the minimum of the offering range. First Seacoast Bancorp intends
to close the stock offering at the minimum of the offering
range.
About First Seacoast Bank
First Seacoast Bank is a federally-chartered stock savings bank
serving the financial needs of residents of the Seacoast region of
New Hampshire. First Seacoast Bank operates four full-service
offices in Strafford County, New Hampshire, and one full-service
office in Rockingham County, New Hampshire.
Forward-Looking Statements
This press release contains certain forward-looking statements
about the conversion and stock offering. 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 that the proposed transaction may not be timely completed,
if at all, that required regulatory, stockholder and member
approvals are not timely received, if at all, or that other
customary closing conditions are not satisfied in a timely manner,
if at all.
Important Additional Information and Where to Find It
First Seacoast Bancorp, Inc. has filed with the Securities and
Exchange Commission (the “SEC”) a Registration Statement on Form
S-1 that includes a proxy statement of First Seacoast Bancorp and a
prospectus of First Seacoast Bancorp, Inc., as well as other
relevant documents concerning the proposed transaction.
STOCKHOLDERS OF FIRST SEACOAST BANCORP ARE URGED TO READ THE
REGISTRATION STATEMENT, THE PROXY STATEMENT, AND THE PROSPECTUS
CAREFULLY 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 First Seacoast Bancorp upon written
request to First Seacoast Bancorp, 633 Central Avenue, Dover, New
Hampshire 03820, Attention: James R. Brannen, or by calling (603)
742-4680.
Participants in the Solicitation
First Seacoast Bancorp and its directors and its executive
officers may be deemed to be participants in the solicitation of
proxies with respect of the proposed transaction. Information
regarding First Seacoast Bancorp’s directors and executive officers
is available in its definitive proxy statement for its 2022 Annual
Meeting of Stockholders, filed with the SEC on April 14, 2022.
Other information regarding the participants in the proxy
solicitation will be contained in the proxy statement, the
prospectus, and other relevant materials filed with the SEC, as
described above.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the common stock of First Seacoast
Bancorp, Inc. The offer is made only by the prospectus, as
supplemented by the prospectus supplement, and when accompanied by
a stock order form. The shares of common stock being offered for
sale by First Seacoast Bancorp, Inc. are not savings accounts or
deposit accounts and are not insured by the Federal Deposit
Insurance Corporation or by any other governmental agency.
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version on businesswire.com: https://www.businesswire.com/news/home/20221221005080/en/
James R. Brannen President and Chief Executive Officer First
Seacoast Bancorp (603) 742-4680
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