Atlantic Coast Federal Corporation ("Atlantic Coast Federal") (NASDAQ: ACFC) today announced that Atlantic Coast Financial Corporation ("Atlantic Coast Financial"), the proposed holding company for Atlantic Coast Bank (the "Bank") and the successor company to Atlantic Coast Federal in connection with the mutual-to-stock conversion of Atlantic Coast Federal, MHC (the "MHC"), expects to sell approximately 1,710,857 shares of common stock at $10.00 per share for gross offering proceeds of approximately $17.1 million in its stock offering. The conversion and stock offering is subject to final regulatory approval. Orders submitted in compliance with all applicable laws in the subscription and community offerings will be filled in whole, including the order by Atlantic Coast Federal Corporation’s employee stock ownership plan.
Concurrent with the completion of the offering, shares of Atlantic Coast Federal's common stock currently owned by the public will be exchanged for shares of Atlantic Coast Financial common stock so that Atlantic Coast Federal's existing stockholders will own approximately the same percentage of Atlantic Coast Financial's common stock as they owned of Atlantic Coast Federal's common stock immediately prior to the conversion. As a result, stockholders of Atlantic Coast Federal will receive 0.1960 shares of Atlantic Coast Financial's common stock for each share of Atlantic Coast Federal 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, Atlantic Coast Financial will have approximately 2,629,442 shares outstanding after giving effect to the transaction.
Stifel, Nicolaus & Company, Incorporated acted as conversion advisor and marketing agent in the subscription and community offerings. Luse Gorman Pomerenk & Schick, P.C. acted as legal counsel to Atlantic Coast Federal, the MHC, Atlantic Coast Financial and the Bank.
The transaction is expected to close on February 3, 2011, at which time MHC and Atlantic Coast Federal will cease to exist and Atlantic Coast Financial will become the fully public stock holding company of the Bank. The shares of common stock of Atlantic Coast Federal will cease trading under the trading symbol "ACFC" on the NASDAQ Global Market at the close of business on February 3, 2011. The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the NASDAQ Global Market on February 4, 2011, under the trading symbol "ACFCD" for a period of 20 trading days and will thereafter resume trading under the symbol "ACFC."