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

FB Bancorp is offering shares of common stock in connection with Fidelity Bank's conversion from a mutual to a stock savings bank, aiming for a Nasdaq listing under the symbol FBLA.

Summary

• FB Bancorp, Inc. is offering shares of its common stock at $10.00 per share as part of Fidelity Bank's conversion from a mutual savings bank to a stock savings bank.
• The offering aims to list FB Bancorp's common stock on the Nasdaq Capital Market under the symbol FBLA.
• The Fidelity Bank 401(k) Plan participants can invest up to 50% of their account balance in FB Bancorp common stock.
• Based on March 31, 2024, data, the 401(k) Plan trustee could purchase up to 3,264,692 shares at $10.00 per share.
• FinPro Capital Advisors estimated the pro forma market value of FB Bancorp at $150 million as of May 17, 2024.
• The offering range is between 12,750,000 and 17,250,000 shares, potentially increasing to 19,837,500 shares.
• Fidelity Bank will receive at least 50% of the net proceeds from the stock offering as a capital contribution.
• The subscription offering will expire at 5:00 p.m., Central time, on [date], 2024.
• The minimum investment is $250 (25 shares), and no individual may purchase more than $700,000 (70,000 shares) of FB Bancorp common stock.
• 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.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While the conversion aims to improve the bank's financial position and growth prospects, there are also risks and challenges associated with the stock offering and the current economic environment. The recent net loss and the need for regulatory approvals add uncertainty.

Positives

• The conversion aims to increase capital for future growth and profitability.
• It allows for the establishment of stock-based benefit plans to attract and retain qualified personnel.
• Customers and employees have the opportunity to purchase an equity interest in Fidelity Bank.
• The conversion may enable the pursuit of opportunistic acquisitions and partnerships.
• The proceeds from the stock offering will further improve the capital position to support expected future growth and profitability.

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, which could hinder the ability to sell the stock and lower the market price.
• 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.
• The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy new public company reporting requirements will increase expenses.

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.
• Future changes in interest rates could reduce profits and asset values.
• The company faces significant operational risks because of its reliance on technology.
• Strong competition within the market areas may limit growth and profitability.

Future Outlook

The document outlines the company's intention to continue pursuing its business strategies after the conversion and stock offering, subject to changes necessitated by future market conditions and other factors.

Management Comments

• Our principal objective is to build long-term value for our stockholders by operating a profitable community financial institution dedicated to meeting the banking needs of our customers and community.

Industry Context

The announcement reflects a common strategy for mutual savings banks to access capital markets and enhance growth potential, aligning with industry trends of consolidation and adaptation to changing market conditions.

Comparison to Industry Standards

• The appraisal compares FB Bancorp to a peer group of 11 publicly traded thrift holding companies with assets between $564 million and $2.8 billion.
• The peer group includes companies like 1895 Bancorp of Wisconsin, Inc., Affinity Bancshares, Inc., and Blue Foundry Bancorp.
• 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.

Stakeholder Impact

• Depositors will continue to have their accounts insured by the FDIC.
• Eligible depositors have the opportunity to purchase shares in the subscription offering.
• Employees will benefit from the establishment of stock-based benefit plans.
• The conversion aims to support the bank's ability to meet the credit needs of its communities.

Next Steps

• Obtain approval of 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, which is the minimum of the offering range.
• Receive the approval required from the LOFI and non-objection of the FDIC to complete the conversion and stock offering and the approval required from the Federal Reserve Board with respect to FB Bancorps holding company application.
• FinPro will update its appraisal before we complete the stock offering.

Key Dates

Keywords

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