Columbia Financial, Inc. Provides Update On Minority Stock Offering
Columbia Financial, Inc.
(Holding Company for Columbia Bank)
Up to 43,332,474 Shares of Common Stock
(Subject to Increase to up to 49,832,345 Shares)
Columbia Financial, Inc., a Delaware corporation that is referred to as Columbia Financial throughout this prospectus, is offering its common stock for sale in a minority public offering. The shares we are offering for sale will represent 43.0% of our outstanding shares of common stock immediately following the offering.
In addition, we also intend to contribute 3.0% of our then outstanding shares of common stock to the Columbia Bank Foundation, an existing charitable foundation previously established by Columbia Bank.
After the offering, 54.0% of our outstanding common stock will be owned by Columbia Bank MHC, our federally chartered mutual holding company. We expect that our common stock will be listed on the Nasdaq Global Select Market under the symbol “[•].” There is currently no public market for the shares of our common stock.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to utilize certain reduced public company reporting requirements for this prospectus and future filings.
We are offering up to 43,332,474 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 32,028,350 shares in order to complete the offering.
We may sell up to 49,832,345 shares of common stock because of demand for the shares or changes in market conditions without resoliciting subscribers. The offering price is $10.00 per share.
Purchasers will not pay a commission to purchase shares of common stock in the offering.
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The amount of capital being raised is based on an independent appraisal of Columbia Financial. Most of the terms of this offering are required by regulations of the Board of Governors of the Federal Reserve System.
We are offering the shares of common stock in a subscription offering to eligible depositors and borrowers of Columbia Bank and Columbia Bank’s tax-qualified employee stock ownership plan. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a community offering, with a preference given to residents of the communities served by Columbia Bank.
We also may offer shares of common stock not purchased in the subscription or community offerings through a syndicate of broker-dealers, referred to in this prospectus as the syndicated offering, or in our discretion after consultation with our financial advisors, in a separate firm commitment public offering. The syndicated offering may commence before the subscription and community offerings (including any extensions) have expired. The subscription, community, syndicated and firm commitment public offerings are collectively referred to in this prospectus as the offering.
Sandler O’Neill & Partners, L.P. will assist us in selling the shares on a best efforts basis in the subscription and community offerings, and will serve as sole book-running manager for any syndicated or firm commitment offering.
Sandler O’Neill & Partners, L.P. is not required to purchase any shares of common stock that are sold in the subscription, community or syndicated offerings.
The minimum order is 25 shares, and the maximum order is 50,000 shares for an individual (or individuals owning a single deposit account) or a group of persons acting in concert.
Stock orders must be received by us before [•], Eastern time, on [•]. We may extend this expiration date without notice to you until [•], unless we receive regulatory approval to extend the offering to a later date, which may not be beyond [•].
Once submitted, orders are irrevocable unless the offering is terminated or is extended beyond [•], or the number of shares of common stock to be sold is increased to more than 49,832,345 shares or decreased to fewer than 32,028,350 shares. If we extend the offering beyond [•], all subscribers will be notified and given the opportunity to confirm, change or cancel their orders.
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If you do not respond to this notice, we will promptly return your funds with interest calculated at Columbia Bank’s passbook rate or cancel your deposit account withdrawal authorization. If we intend to sell fewer than 32,028,350 shares or more than 49,832,345 shares, we will promptly return all funds and set a new offering range. All subscribers will be resolicited and given the opportunity to place a new order.
Funds received before the completion of the offering will be held in a segregated account at Columbia Bank and will earn interest at Columbia Bank’s passbook rate, which is currently [•]% per annum.
This investment involves a degree of risk, including the possible loss of principal.
Please read the section of this prospectus entitled “Risk Factors” beginning on page 15.
Price: $10.00 Per Share
Number of shares
Gross offering proceeds
Estimated offering expenses (excluding selling agent fees and expenses)
Estimated selling agent fees and expenses(1)
Estimated net proceeds
Estimated net proceeds per share
The amounts shown assume that all shares are sold in the subscription and community offerings, and that we pay Sandler O’Neill & Partners, L.P.
a selling agent fee of 0.50% of the aggregate purchase price of shares sold (net of insider purchases and shares purchased by our employee stock ownership plan).
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If shares are sold in a syndicated community offering or firm commitment public offering, we will pay Sandler O’Neill & Partners, L.P. and any other broker-dealers participating in the offering fees of 4.50% of the aggregate purchase price of shares sold in such offering.
If all shares of common stock are sold in a syndicated community offering or firm commitment public offering, the estimated selling agent commissions and expenses would be $13.0 million, $15.3 million, $17.6 million and $20.3 million at the minimum, midpoint, maximum and adjusted maximum of the offering range (net of insider purchases and shares purchased by our employee stock ownership plan).
See “The Offering — Plan of Distribution; Selling Agent and Underwriter Compensation” for a discussion of fees to be paid to Sandler O’Neill & Partners, L.P. and other FINRA member firms in a syndicated community offering or firm commitment public offering.
These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
For assistance, please contact the Stock Information Center at [•].
The date of this prospectus is [•]