Eagle Bancorp, the holding company for American Federal Savings Bank (AFSB), announced that the boards of directors of Eagle Financial mutual holding company, Eagle and the AFSB have unanimously adopted a plan of conversion and reorganization pursuant to which AFSB will reorganize from a two-tier mutual holding company to a stock holding company structure and will undertake a second-step stock offering of new shares of common stock.
According to Eagle Bancorp, the mutual holding company, which owns approximately 60.4 percent of the outstanding common stock of Eagle, will be merged with and into AFSB and its shares in Eagle will be retired.
Shareholders of Eagle, other than the mutual holding company, will receive shares in the new corporation that will become the new holding company for AFSB in an exchange offer pursuant to an exchange ratio designed to preserve their aggregate percentage ownership interest in Eagle.
The exchange ratio will be determined based upon an appraisal of the new holding company. The new holding company will offer its shares of common stock in an amount representing the approximate percentage ownership currently held by the mutual holding company, also to be based on the appraisal of the new holding company.
The company said that the shares will be offered and sold to AFSB’s eligible depositors, to AFSB’s tax-qualified employee benefit plans and to members of the general public in a subscription and community offering, a syndicated community offering and/or a firm commitment offering, subject to the priorities set forth in the plan of conversion.
