S-1/A: FB Bancorp Eyes Nasdaq Listing with Fidelity Bank Conversion

FB Bancorp is offering shares of its common stock at $10.00 per share in connection with Fidelity Bank's conversion from a mutual savings bank to a stock savings bank, with plans to list on the Nasdaq Capital Market under the symbol FBLA.

Summary

• FB Bancorp, a newly formed Maryland corporation, is offering shares of its common stock at $10.00 per share as part of Fidelity Bank's conversion from a mutual to a stock savings bank.
• The offering aims to raise capital for future growth, retain personnel through stock-based benefits, and provide customers and employees an opportunity to own equity.
• The number of shares offered ranges from 12,750,000 to 17,250,000, potentially increasing to 19,837,500 based on demand.
• Eligible depositors of Fidelity Bank as of December 31, 2022, have first priority in the subscription offering.
• The 401(k) Plan has second priority.
• The market value of the 401(k) Plan assets at March 31, 2024, was approximately $32,646,927.
• The minimum investment is $250 (25 shares), and the maximum is $700,000 (70,000 shares) per individual.
• No person or entity, together with associates or persons acting in concert with such person or entity, may purchase more than $1,200,000 (120,000 shares) of FB Bancorp common stock in all categories of the stock offering combined.
• Fidelity Bank will receive at least 50% of the net proceeds, which it intends to use to pay off existing debt, fund new loans, and enhance services.
• The subscription offering expires at 5:00 p.m., Central time, on [date], 2024, but may be extended.
• The stock offering is not contingent on FB Bancorps receipt of certification to list on Nasdaq.

Sentiment

Score: 7

Explanation: The document is generally positive, outlining a strategic move for growth and capital enhancement. However, it also acknowledges potential risks and challenges associated with the conversion and market conditions.

Positives

• The conversion and stock offering will increase capital to support future growth and profitability.
• Stock-based benefit plans will be established to retain and attract qualified personnel.
• Customers and employees will have an opportunity to purchase an equity interest in Fidelity Bank.
• The proceeds will be used to pay off existing debt, fund new loans, and enhance services.

Negatives

• The future price of the common stock 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 ownership interest.
• The failure to effectively deploy the net proceeds may have an adverse effect on financial performance.

Risks

• Commercial real estate and commercial loans involve credit risks.
• The geographic concentration of the loan portfolio makes the company vulnerable to a downturn in the local economy.
• Changes in interest rates could reduce profits and asset values.
• Strong competition within the market areas may limit growth and profitability.
• The company's reliance on technology exposes it to operational risks and cybersecurity breaches.
• Inflation can have an adverse impact on the business and on customers.

Future Outlook

Fidelity Bank intends to invest the net proceeds it receives from FB Bancorp to pay off the existing Federal Reserve Boards Bank Term Funding Program advance, fund new loans, enhance existing products and services, invest in securities, or for general corporate purposes.

Industry Context

The announcement reflects a common strategy for mutual savings banks to convert to stock form to raise capital and enhance growth opportunities in a competitive financial services market.

Comparison to Industry Standards

• The appraisal is based on a peer group of 11 publicly traded thrift holding companies with assets between $564 million and $2.8 billion as of March 31, 2024.
• 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 31.6% on a price-to-book value basis and a discount of 35.2% on a price-to-tangible book value basis.
• Peer group companies include 1895 Bancorp of Wisconsin, Inc., Affinity Bancshares, Inc., Blue Foundry Bancorp, ESSA Bancorp, Inc., Finward Bancorp, Home Federal Bancorp, Inc. of Louisiana, IF Bancorp, Inc., Northeast Community Bancorp, Inc, Ponce Financial Group, Inc., Sterling Bancorp, Inc., and William Penn Bancorporation.

Stakeholder Impact

• Depositors will continue to have their accounts insured by the FDIC.
• Borrowers' loan terms will remain unchanged.
• Employees will have the opportunity to participate in stock-based benefit plans.
• The community will benefit from Fidelity Bank's continued commitment to meeting local banking needs.

Next Steps

• Member vote on the plan of conversion.
• Receipt of regulatory approvals from the LOFI, FDIC, and Federal Reserve Board.
• Completion of the stock offering.
• Listing of FB Bancorp common stock on the Nasdaq Capital Market.

Key Dates

Keywords

stock offering, conversion, Fidelity Bank, FB Bancorp, Nasdaq, subscription rights, capital, depositors, common stock, 401(k) Plan