Waterstone Financial Inc., the parent company for WaterStone Bank SSB, announced that it will be reorganized, changing from a bank mutual holding company to a fully public stock holding company.
Waterstone said its board, along with the boards of directors of Lamplighter Financial MHC and the 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.
As part of the conversion and reorganization, the bank will become a wholly owned subsidiary of a new holding company, which also will be named Waterstone Financial Inc.
Shares of common stock of the company 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 the holders. In the stock offering, depositors of the bank with qualifying deposits as of Dec. 31, 2011m will have first priority to purchase the shares of common stock.
The transactions are subject to approval by the company’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), the Board of Governors of the Federal Reserve System and the Wisconsin Department of Financial Institutions.
A prospectus or proxy statement/prospectus, as applicable, and other proxy materials containing detailed information relating to the plan of conversion, details of the offering, and business and financial information about the company will be sent to stockholders of the company and members of the MHC following regulatory approval.
Waterstone Financial, Inc. is a single-bank, thrift holding company with $1.63 billion in assets as of March 31. The bank has eight community bank branches in the metropolitan Milwaukee market and mortgage banking offices in 12 states around the country.