Heritage Financial Group Commences “Second-Step” Conversion Stock Offering
Shares of common stock not subscribed for in the subscription and community offerings will be offered to the general public in a syndicated offering through a syndicate of selected dealers. Keefe, Bruyette & Woods, Inc. will act as sole book-running manager and Sterne, Agee & Leach, Inc. will act as co-manager for the syndicated offering, which will be conducted on a best efforts basis. We may begin the syndicated offering at any time following the commencement of the subscription offering.
At the conclusion of the conversion and offering, shareholders of HBOS other than Heritage MHC will receive shares of common stock of the Company pursuant to an “exchange ratio” designed to preserve their aggregate 24% ownership interest. The exchange ratio will depend on the number of shares sold in the offering and will range from 0.7777 shares at the minimum of the offering range to 1.0522 shares at the maximum of the offering range (and 1.2101 at the adjusted maximum of the offering range). In addition, the Company will be 100% owned by public stockholders and will own 100% of the stock of HeritageBank of the South. We will issue up to 3,060,402 shares of common stock in the exchange at the adjusted maximum.
The Plan of Conversion and Reorganization of Heritage MHC must be approved by the members of Heritage MHC (depositors HeritageBank of the South as of September 30, 2010) and the shareholders of HBOS as of October 8, 2010. A special meeting of members of Heritage MHC and a special meeting of shareholders of HBOS have been called for November 23, 2010. Proxy materials are being mailed to members of Heritage MHC and shareholders of HBOS on or about October 22, 2010.
Completion of the conversion and offering is also subject to, among other things, the receipt of final regulatory approvals. We expect that the Company’s common stock will trade on the Nasdaq Global Market under the symbol “HBOSD” for a period of 20 trading days following the completion of the offering and then will revert to the symbol ‘HBOS.”
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