S-1/A: FB Bancorp Eyes Nasdaq Listing with $198 Million Stock Offering for Fidelity Bank Conversion

FB Bancorp, a newly-formed holding company, is set to offer up to 19,837,500 shares of common stock at $10.00 per share to facilitate the mutual-to-stock conversion of Fidelity Bank and list on the Nasdaq Capital Market under the symbol FBLA.

Summary

• FB Bancorp, Inc., is undertaking a stock offering to support the conversion of Fidelity Bank from a mutual to a stock savings bank.
• The offering involves the sale of shares of common stock at $10.00 per share, with a target range between 12,750,000 and 17,250,000 shares, potentially reaching 19,837,500 shares based on demand.
• The primary goals of the conversion are to bolster capital for future growth, attract and retain personnel through stock-based benefits, and provide an opportunity for customers and employees to invest in the bank.
• The initial offering prioritizes eligible depositors of Fidelity Bank and the bank's tax-qualified employee benefit plans.
• Any remaining shares may be offered to the general public, with preference given to individuals in specific Louisiana parishes.
• The stock is expected to be listed on the Nasdaq Capital Market under the symbol FBLA.
• Fidelity Bank will receive at least 50% of the net proceeds from the stock offering as a capital contribution.
• As of December 31, 2023, Fidelity Bank had total assets of $1.12 billion, total deposits of $769.3 million, and total equity of $156.7 million.
• Net income for the year ended December 31, 2023, was $1.1 million.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining a strategic move to enhance the bank's financial position and growth prospects. However, it also acknowledges potential risks and challenges associated with the conversion and market conditions.

Positives

• The conversion will provide Fidelity Bank with additional capital to support future growth and profitability.
• The stock offering will allow Fidelity Bank to establish stock-based benefit plans to attract and retain qualified personnel.
• Customers and employees will have the opportunity to purchase an equity interest in Fidelity Bank.
• Fidelity Bank is considered well-capitalized for regulatory purposes.
• The bank intends to continue its focus on originating higher-yielding commercial real estate loans.

Negatives

• The future price of the shares may be less than the $10.00 purchase price.
• There may be a limited trading market in the common stock.
• The implementation of stock-based benefit plans may dilute your ownership interest.
• The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses.

Risks

• Commercial real estate and commercial loans involve credit risks.
• Geographic concentration of loan portfolio makes the bank vulnerable to a downturn in the local economy.
• Future changes in interest rates could reduce profits and asset values.
• The bank relies on technology, which poses operational risks.
• Strong competition within the market areas may limit growth and profitability.
• Inflationary pressures and rising prices may affect our results of operations and financial condition.

Future Outlook

The bank intends to continue its focus on originating higher-yielding commercial real estate loans and growing its low-cost core deposit base while expanding its offices and banking activity into new markets.

Industry Context

This announcement reflects a trend of mutual savings banks converting to stock ownership to raise capital and enhance their competitive position in the financial services industry.

Comparison to Industry Standards

• The appraisal is based on a peer group of 12 publicly traded thrift holding companies with assets between $555 million and $2.8 billion.
• Compared to the average pricing of the peer group, FB Bancorp's pro forma pricing ratios at the midpoint of the offering range indicate a discount of 38.8% on a price-to-book value basis and a discount of 38.3% on a price-to-tangible book value basis.
• The average price-to-core earnings multiple for the peer group is 28.9x, while FB Bancorp's adjusted maximum is 40.0x.

Stakeholder Impact

• Eligible depositors will receive subscription rights to purchase shares of common stock.
• Employees will have the opportunity to participate in stock-based benefit plans.
• The conversion aims to enhance the bank's ability to serve its customers and community.

Next Steps

• Obtain approval for the plan of conversion from a majority of votes eligible to be cast by members of Fidelity Bank.
• Sell at least 12,750,000 shares in the stock offering.
• Receive final approval from the LOFI and non-objection from the FDIC.
• Receive final approval from the Federal Reserve Board with respect to FB Bancorp's holding company application.

Key Dates

Keywords

stock offering, mutual to stock conversion, Fidelity Bank, FB Bancorp, Nasdaq, capital raise, bank holding company, financial institution, community bank, banking