Northfield Bancorp, the parent company for Northfield Bank, has said that its board of directors, together with the board of trustees of Northfield Bancorp, MHC and the board of directors of Northfield Bank have unanimously adopted a plan of conversion and reorganization.
Pursuant to the plan of conversion, the MHC will sell its majority ownership in the company in a ‘second-step’ stock offering. Simultaneously, Northfield Bancorp, which is currently a mutual holding company, will reorganize to a fully public stock holding company.
As part of the conversion and reorganization, Northfield Bank will become a wholly owned subsidiary of a new holding company, which also will be named Northfield Bancorp.
Shares of common stock of Northfield Bancorp held by persons other than the MHC (whose shares will be canceled) will be converted into shares of common stock of the new holding company pursuant to an exchange ratio intended to preserve the percentage ownership interests of such persons. In the stock offering, depositors of Northfield Bank with qualifying deposits as of March 31, 2009, will have first priority to purchase the shares of common stock.
The transactions contemplated by the plan of conversion are subject to approval by Northfield Bancorp’s stockholders (including approval by a majority of the shares held by persons other than the MHC), the voting members of the MHC (depositors of the bank), and the Office of Thrift Supervision.