S-1/A: Fidelity Bank's Holding Company, FB Bancorp, Announces Stock Offering and Conversion Plan

FB Bancorp, Inc. is offering shares of common stock at $10.00 per share as Fidelity Bank converts from a mutual to a stock form of ownership.

Summary

• Fidelity Bank is converting from a mutual to a stock form of ownership, with FB Bancorp, Inc. offering shares of its common stock at $10.00 per share.
• The offering aims to increase capital, offer equity opportunities to customers and employees, and pursue strategic acquisitions.
• Eligible depositors as of December 31, 2022, March 31, 2024 and May 13, 2024 have priority to purchase shares.
• Between 12,750,000 and 17,250,000 shares are being offered, potentially increasing to 19,837,500.
• The minimum order is 25 shares ($250), with purchase limits of 70,000 shares ($700,000) per individual and 120,000 shares ($1,200,000) per person or entity acting in concert.
• The subscription offering expires on June 20, 2024, at 5:00 p.m. Central Time.
• Fidelity Bank will receive at least 50% of the net proceeds, which may be used to pay off debt, fund new loans, and enhance services.
• The common stock is expected to be listed on the Nasdaq Capital Market under the symbol FBLA.
• Directors and executive officers are expected to subscribe for 426,500 shares ($4,265,000) in the stock offering.

Sentiment

Score: 6

Explanation: The document presents a mix of positive and negative aspects. The conversion and stock offering are presented as opportunities for growth and customer participation, but there are also risks associated with the stock offering and potential dilution. The sentiment is neutral to slightly positive.

Positives

• The conversion aims to increase capital to support future growth and profitability.
• The stock offering provides an opportunity for customers and employees to purchase an equity interest in Fidelity Bank.
• The conversion will not affect customers' deposit accounts or loans.
• Deposit accounts will continue to be insured by the FDIC.
• The FB Bancorp common stock is expected to be listed on the Nasdaq Capital Market under the symbol FBLA.

Negatives

• The future price of the shares of common stock may be less than the $10.00 purchase price per share in the stock offering.
• There may be a limited trading market in the common stock, which could hinder the ability to sell the common stock and may lower the market price of the stock.
• The implementation of stock-based benefit plans may dilute ownership interest.
• 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

• The future price of the shares of common stock may be less than the $10.00 purchase price per share in the stock offering.
• There may be a limited trading market in the common stock, which could hinder the ability to sell the common stock and may lower the market price of the stock.
• A significant percentage of the common stock will be held by directors and executive officers and benefit plans.
• 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.
• The implementation of stock-based benefit plans may dilute ownership interest.
• Various factors may make takeover attempts more difficult to achieve.

Future Outlook

The company intends 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 Board of Directors has determined that the plan of conversion is in the best interests of Fidelity Bank, our customers, and the communities we serve.

Industry Context

The announcement reflects a common strategy for mutual savings banks to access capital markets and enhance their growth potential.

Comparison to Industry Standards

• The independent appraiser considered 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 peer group includes companies like 1895 Bancorp of Wisconsin, Inc., Affinity Bancshares, Inc., and Blue Foundry Bancorp.

Stakeholder Impact

• Eligible depositors have the opportunity to purchase shares of common stock in the subscription offering.
• The conversion will not affect customers' deposit accounts or loans.
• Deposit accounts will continue to be insured by the FDIC.

Next Steps

• The plan of conversion must be approved by a majority of votes eligible to be cast by members of Fidelity Bank.
• The LOFI must conditionally approve and the FDIC must express its intent not to object to the plan of conversion.
• The Federal Reserve Board must conditionally approve FB Bancorp's application to become the bank holding company of Fidelity Bank.

Key Dates

Keywords

stock offering, conversion, FB Bancorp, Fidelity Bank, mutual to stock, subscription rights, community offering, Nasdaq, FBLA, depositors