NEW YORK, Nov. 16, 2021 (GLOBE NEWSWIRE) — PDL Community Bancorp (NASDAQ: PDLB), the holding company for Ponce Bank and Mortgage World Bankers, Inc., today announced that Ponce Financial Group, Inc., a Maryland corporation, the proposed new holding company for the Bank and Mortgage World, and Ponce Bank Mutual Holding Company have received approval from the Board of Governors of the Federal Reserve System to commence Ponce Financial’s stock offering in connection with Ponce Bank Mutual Holding Company’s proposed second-step conversion. The registration statement relating to the sale of common stock of Ponce Financial has also been declared effective by the Securities and Exchange Commission.
Beginning today, Ponce Financial is offering for sale between 8,925,000 and 13,886,250 shares of common stock at a purchase price of $10.00 per share. The shares of common stock to be offered by Ponce Financial represent the approximately 55.1% ownership interest in PDL owned by Ponce Bank Mutual Holding Company.
Each existing share of common stock held by the public stockholders of PDL will be exchanged for between 0.9351 and 1.4548 shares of Ponce Financial. The exchange ratio will depend on the number of shares sold in the offering. The exchange ratio is intended to ensure that immediately after the exchange, the public stockholders of PDL will own the same aggregate percentage of shares of common stock of Ponce Financial that they owned in PDL immediately prior to the conversion, excluding any shares they purchased in the offering, their receipt of cash paid in lieu of fractional shares and the effect of shares contributed to the Ponce de Leon Foundation in connection with the conversion, adjusted to reflect certain assets held by Ponce Bank Mutual Holding Company. After the completion of the conversion and offering, Ponce Financial will be 100% owned by public stockholders and PDL and Ponce Bank Mutual Holding Company will cease to exist.
On or about November 16, 2021, offering materials will be mailed to Ponce Bank depositors eligible to purchase shares in the subscription offering, and proxy solicitation materials will be mailed to PDL stockholders. Any shares of common stock not sold in the subscription offering will be available to the general public in a community offering, with a preference given to residents of the New York Counties of Bronx, Queens, Kings and New York, and to the New Jersey County of Hudson, and secondarily to existing stockholders of PDL. The subscription and community offerings are expected to expire at 4:00 p.m., Eastern Time, on December 14, 2021. Any shares not sold in the subscription and community offerings are expected to be sold in a syndicated offering. The completion of the conversion and offering is subject to Ponce Financial’s selling a minimum of 8,925,000 shares in the offering, the approval of Ponce Bank Mutual Holding Company’s members, and the approval of PDL’s stockholders.
Ponce Financial has established a Stock Information Center to handle inquiries of the Bank’s depositors, PDL’s stockholders and other prospective investors with respect to the subscription and community offerings. Copies of the prospectus and forms for ordering stock in the subscription and community offerings may only be obtained from the Stock Information Center. The Stock Information Center will be available as of November 16, 2021 and may be reached at 844-977-0092. The Stock Information Center hours of operation will be from 10:00 a.m. to 5:00 p.m., Eastern Time, Monday through Friday. The Stock Information Center will be closed on bank holidays. Janney Montgomery Scott LLC is assisting Ponce Financial in selling its common stock in the subscription and community offerings on a best efforts basis. Locke Lord LLP is serving as legal counsel to PDL and Ponce Financial. Silver, Freedman, Taff & Tiernan LLP is serving as legal counsel to Janney Montgomery Scott LLC in connection with the stock offering.
