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., today announced their directors have unanimously passed a conversion and reorganization plan according to which Ponce Bank Mutual Holding Company and PDL Community Bancorp will reorganize into a new equity holding company and, in a second step, carry out a share offering for new common shares.
As a result of the planned conversion transaction in the second step, the current structure of the mutual holding company of Ponce Bank Mutual Holding Company, PDL Community Bancorp, Ponce Bank and Mortgage World Bankers, Inc. will be converted into the fully converted share holding company structure. A new equity holding company for Ponce Bank and Mortgage World Bankers, Inc., named PDL Community Financial Corp., which will succeed PDL Community Bancorp, will offer for sale common shares representing Ponce Bank Mutual Holding’s interest in PDL Community Bancorp to depositors of Ponce Bank and other persons as part of a subscription offer and, if applicable, a community offer and / or a syndicated community offer. Eligible Ponce Bank account holders as of April 30, 2020 close of business will have priority non-transferable subscription rights to subscribe for common shares of PDL Community Financial Corp. In addition, each common share of PDL Community Bancorp shares held by persons other than Ponce Bank Mutual Holding Company (the “Minority Shareholders”) will be converted into a series of common shares of PDL Community Financial Corp. pursuant to an exchange ratio determined at the closing of the proposed transaction for PDL Community Financial Corp. Maintain the same percentage that the minority shareholders will hold in PDL Community Bancorp immediately prior to the closing of the proposed transaction; Without purchasing additional common shares in PDL Community Financial Corp. by minority shareholders under the stock offering and the effect of approx. You received in lieu of issuing fractions of the common stock of PDL Community Bancorp and has been adjusted to reflect certain assets of Ponce Bank Mutual Holding Company. The total number of PDL Community Financial Corp. common shares to be issued under the Proposed Transaction is based on the pro forma market value of PDL Community Financial Corp. common shares as determined by an independent company. Assessment.
In connection with the conversion, a contribution to the Ponce De Leon Foundation will be made in the form of common shares issued upon conversion and a cash amount must be determined. The foundation will continue to dedicate itself to promoting charitable causes in the communities served by Ponce Bank, including community development and grants and donations to support housing aid and nonprofit organizations.
Carlos P. Naudon, President and Chief Executive Officer, stated, “We believe that the transaction, as a second step, will help us advance our growth and strategic plans. We are proud to make another significant contribution to the Foundation’s funding as part of our transition as it reflects our ongoing commitment to the communities we serve. “
The conversion and the offer will not affect the terms of the accounts of depositors and borrowers or other customers of Ponce Bank. The transactions foreseen in the conversion plan, including the funding of the foundation, must be approved by the shareholders of PDL Community Bancorp (including the approval of the majority of the shares held by persons other than Ponce Bank Mutual Holding Company), the members of Ponce become Bank Mutual Holding Company and the Board of Governors of the Federal Reserve System.
In connection with the proposed transaction, PDL Community Financial Corp. file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 that includes a proxy statement from PDL Community Bancorp and a prospectus from PDL Community Financial Corp. as well as other relevant documents relating to the proposed transaction. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of votes or approval. THE SHAREHOLDERS OF PDL COMMUNITY BANCORP ARE OBLIGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT AND PROSPECTUS CAREFULLY YOU WILL BE AVAILABLE IMPORTANT INFORMATION. Once filed, these documents and other documents relating to the proposed transaction are available free of charge on the SEC’s website at www.sec.gov. Alternatively, if available, these documents may be obtained free of charge from PDL Community Bancorp upon written request to PDL Community Bancorp, 2244 Westchester Avenue, Bronx, New York, 10462. Attention: Company Secretary or by phone at (718) 931-9000.
PDL Community Bancorp and some of its directors, officers and employees may be considered participants in the solicitation of proxies in relation to the proposed transaction. For information on the directors and officers of PDL Community Bancorp, please see the final proxy statement for the 2021 annual general meeting filed with the SEC on April 23, 2021. Additional information about the participants in the proxy request, as well as a description of their direct and indirect interests through holdings or otherwise, is contained in the power of attorney, prospectus, and other relevant materials filed with the SEC as described above.
The common stock of PDL Community Financial Corp. are not savings accounts or savings accounts, are subject to depreciation, and are not insured by the Federal Deposit Insurance Corporation or any other government agency.
Via PDL Community Bancorp
PDL Community Bancorp is the financial holding company of Ponce Bank and Mortgage World Bankers, Inc. Ponce Bank is a state-chartered savings bank association. Ponce Bank is referred to as a Minority Depository Institution, a Community Development Financial Institution, and a Certified Lender for Small Business Administration. Ponce Bank’s business is primarily to take deposits from the public and to a lesser extent from alternative sources of funding and to invest those deposits along with funds from operations and loans in mortgage loans consisting of 1 to 4 family residences (owned of investors) and condominiums), apartment buildings, non-residential real estate as well as construction and real estate and, to a lesser extent, business and consumer loans. Ponce Bank also invests in securities consisting of US government and federal agency securities and securities issued by government sponsored or state-owned corporations, as well as mortgage-backed securities, corporate bonds and obligations, and Federal Home Loan Bank stocks. Mortgage World Bankers, Inc. is a five-state mortgage lender. Mortgage World Bankers, Inc. is a Federal Housing Administration (“FHA”) recognized Title II lender selling FHA-guaranteed single-family home mortgage and conventional mortgage loans to investors.
Certain statements in this document 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. Such statements can be identified by words such as “believes”, “will”, “would”, “expected”, “projected”, “may”, “could”, “development”, “strategic”, “starting”. “Opportunities,” “anticipates,” “estimates,” “intends,” “plans,” “aims” and similar expressions. These statements are based on the current beliefs and expectations of the company’s management and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in the forward-looking statements due to numerous factors. Factors that could cause such differences to exist include, but are not limited to, adverse conditions in the capital and debt markets and the effect of those conditions on the Company’s business. Changes in interest rates; Competitive pressures from other financial institutions; the impact 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 the Company’s loans; the expected impact of the novel coronavirus pandemic COVID-19 and the company’s attempts to remedy the situation; Changes in the value of securities in the Company’s investment portfolio; Changes in loan default and depreciation rates; Fluctuations in property values; the adequacy of risk provisioning; Decline in deposits, requiring increased borrowing to fund loans and investments; operational risks, including but not limited to cybersecurity, fraud, and natural disasters; Changes in government regulation; Changes in accounting standards and practices; the risk that intangible assets recognized in the company’s financial statements will be impaired; Demand for loans in the company’s market area; the company’s ability to attract and maintain deposits; Risks associated with making acquisitions, divestments and reorganizations; the risk that the company may not be successful in executing its business strategy; Changes in the assumptions used in making such forward-looking statements and risk factors disclosed in the Annual Report on Form 10-K and in the Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”) are available on the SEC’s website, www.sec.gov. Should one or more of these risks materialize, or should the underlying beliefs or assumptions prove 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 publication. The company disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by applicable law or regulation.