Heritage Financial Group (NASDAQ: HBOS) (“HBOS”), the mid-tier holding company for HeritageBank of the South, today announced that its parent company, Heritage MHC received conditional approval from the Office of Thrift Supervision (“OTS”) on October 12, 2010 to convert and reorganize from a two-tier mutual holding company structure to a full stock holding company structure. In addition, the proposed new holding company, Heritage Financial Group, Inc. (the “Company”) received approval from the OTS to commence a “second-step” stock offering of new shares of common stock in connection with the conversion of Heritage MHC. The Company also announced that its registration statement relating to the sale of its common stock was declared effective by the Securities and Exchange Commission (“SEC”) on October 12, 2010 and that the Georgia Department of Banking and Finance had approved its acquisition of HeritageBank of the South.
The Company has commenced the stock offering effective today, October 22, 2010, and is offering for sale between 6,120,000 and 8,280,000 shares of common stock (subject to increase to 9,522,000 shares) at a purchase price of $10.00 per share. The shares of common stock to be offered by the Company represent the 76% of HBOS’s common stock that is currently held by Heritage MHC, a mutual holding company.
The shares are first being offered in a subscription offering to eligible depositors and tax-qualified employee benefit plans of HeritageBank of the South, who have priority rights to buy all of the shares offered. Offering materials are being mailed to all persons eligible to purchase shares in the subscription offering on or about October 22, 2010. Shares not purchased in the subscription offering will be offered simultaneously to the general public in a community offering, with a preference given to residents of the communities served by HeritageBank of the South and existing shareholders of HBOS. The subscription and community offerings are currently scheduled to expire at 12:00 p.m., Eastern Time, on November 16, 2010. Offering materials may be requested by contacting our Stock Information Center at 877-860-2070. A Stock Information Center representative will be available at our main office located at 721 North Westover Boulevard, Albany, Georgia 31707, through November 16, 2010, on Monday from noon until 4:00 p.m., Tuesday through Thursday from 9:00 a.m. until 4:00 p.m. and Friday from 9:00 a.m. until 3:00 p.m. The Stock Information Center will be closed on weekends and bank holidays.