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UCB (UCBA) to Announces Share Conversion as Preps to Become Stock Holding Co.

January 8, 2013 1:22 PM EST Send to a Friend
United Community Bancorp (Nasdaq: UCBA) announced today the results of the stock offering conducted by United Community Bancorp, an Indiana corporation ("new United Community Bancorp"), the proposed successor holding company to UCB in connection with the Company's pending conversion from mutual holding company to stock holding company form. The closing of the conversion and offering, which is expected to occur on January 9, 2013, is subject to the satisfaction of customary closing conditions.

As a result of the conversion and offering, United Community MHC and UCB will cease to exist and new United Community Bancorp will become the parent holding company of United Community Bank and will be wholly owned by public shareholders.

A total of 3,060,058 shares of common stock will be sold in the subscription and community offerings at $8.00 per share, including 194,007 shares of common stock to be purchased by the United Community Bank Employee Stock Ownership Plan. All valid orders received in the subscription and community offerings will be filled in full. As part of the conversion, each existing share of UCB currently held by the Company's public shareholders will be converted into the right to receive 0.6573 of a share of new United Community Bancorp common stock. The exchange ratio ensures that, after the conversion and offering, the current public shareholders of United Community Bancorp will maintain approximately the same ownership interest in new United Community Bancorp as they owned in UCB. Cash will be issued in lieu of fractional shares based on the offering price of $8.00. Total shares outstanding after the completion of the offering and the exchange will be approximately 5,149,997 shares before taking into account adjustments for fractional shares.

New United Community Bancorp's common stock is expected to trade on the Nasdaq Global Market under the trading symbol "UCBA" beginning on January 10, 2013.

Stock certificates for shares purchased in the subscription and community offerings are expected to be mailed to subscribers on or about January 11, 2013. Existing UCB shareholders holding shares in street name or in book-entry form will receive shares of new United Community Bancorp common stock within their accounts. UCB shareholders holding shares in certificated form will be mailed a letter of transmittal on or about January 11, 2013. Unless existing shareholders of UCB elect to receive their shares of new United Community Bancorp common stock in book-entry form, their shares of new United Community Bancorp common stock will be issued in certificated form. Shareholders will receive cash in lieu of fractional shares after returning their UCB stock certificates and a properly completed letter of transmittal to new United Community Bancorp's transfer agent.

Sandler O'Neill & Partners, L.P. acted as marketing agent for new United Community Bancorp. Kilpatrick Townsend & Stockton LLP acted as legal counsel to UCB and new United Community Bancorp.

UCB is the holding company of United Community Bank, headquartered in Lawrenceburg, Indiana. United Community Bank currently operates eight offices in Dearborn County and Ripley County, Indiana.




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