Charter Financial (CHFN) Will Convert to Holding Company, Sell 14.3M Common

April 2, 2013 4:15 PM EDT Send to a Friend
Charter Financial Corporation (Nasdaq: CHFN), announced that its stockholders and the members of First Charter, MHC (the "MHC") each approved the plan of conversion and reorganization pursuant to which the MHC will convert to the stock holding company form of organization and Charter Financial Corporation, a Maryland corporation ("Charter Financial"), the proposed stock holding company for CharterBank (the "Bank"), will sell shares of its common stock.

The Company also announced that Charter Financial expects to sell 14,289,429 shares of common stock at $10.00 per share, for gross offering proceeds of $142.9 million in the offering. All orders for shares of common stock were filled in the subscription and community offerings, including 285,788 shares to be issued to the employee stock ownership plan. Stifel, Nicolaus & Company, Incorporated ("Stifel") acted as selling agent in the subscription and community offerings.

Concurrent with the completion of the offering, shares of the Company's common stock owned by the public will be exchanged for shares of Charter Financial's common stock so that the Company's existing stockholders will own approximately the same percentage of Charter Financial's common stock as they owned of the Company's common stock immediately prior to the conversion. As a result, stockholders of the Company will receive 1.2471 shares of Charter Financial's common stock for each share of the Company common stock they own immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid at a rate of $10.00 per share. As a result of the offering and the exchange of shares, Charter Financial will have approximately 22,752,682 shares outstanding after giving effect to the transaction.

The transaction is scheduled to close on or about April 8, 2013, at which time the MHC will cease to exist and Charter Financial will become the fully public stock holding company of the Bank. The shares of common stock sold in the offering and issued in the exchange of Charter Financial are expected to begin trading on the Nasdaq Capital Market on or about April 9, 2013 under the trading symbol "CHFN."

Direct Registration Statements reflecting the shares purchased in the subscription and community offerings are expected to be mailed to subscribers on or about April 9, 2013. Stockholders of the Company holding shares in street name will receive shares of Charter Financial common stock and cash in lieu of fractional shares within their accounts. Stockholders of the Company holding shares in certificated form will be mailed a letter of transmittal on or about April 10, 2013. After submitting their stock certificates and a properly completed letter of transmittal to Charter Financial's transfer agent, stockholders will receive Direct Registration Statements reflecting their shares of Charter Financial common stock and cash in lieu of fractional shares.

Subscribers can confirm their stock allocations by contacting the Charter Financial Stock Information Center at (877) 821-5778 (toll free). The Stock Information Center is open weekdays from 10:00 a.m. until 4:00 p.m., Eastern Time. Alternatively, subscribers may confirm allocations online, at https://allocations.kbw.com.

Stifel is serving as financial advisor to the Company and Charter Financial in connection with the transaction. Luse Gorman Pomerenk & Schick, P.C. is serving as legal counsel to the Company and Charter Financial. Silver Freedman & Taff, L.L.P. is serving as legal counsel to Stifel.


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