Kearny Financial Corp
Kearny Financial Corp. is a Maryland corporation that was incorporated on September
2, 2014. Kearny Financial is the holding company for Kearny Bank (the “Bank”),
a federally-chartered stock savings bank.
On May 18, 2015, the Company completed its second-step conversion and stock
offering through which it converted from the mutual holding company structure
to a fully publicly held company. In conjunction with that transaction, the
Company sold 71,750,000 shares of its common stock at $10.00 per share, resulting
in gross proceeds of $717.5 million. The new shares issued included 3,612,500
shares sold to the Bank’s Employee Stock Ownership Plan (“ESOP”)
with an aggregate value of $36.1 million based on the sales price of $10.00
per share. Concurrent with the closing of the transaction, the Company also
issued an additional 500,000 shares of its common stock with an aggregate value
of $5.0 million and contributed these shares with an additional $5.0 million
in cash to the KearnyBank Foundation.
The Company recognized direct stock offering costs of $10.7 million in conjunction
with the transaction which reduced the net proceeds credited to capital. After
adjusting for transaction costs and the value of the shares issued to the Bank’s
ESOP, the Company recognized a net increase in equity capital of $670.7 million,
of which $353.4 million was contributed to the Bank by the Company as an additional
investment in the Bank’s common equity. Approximately $34.5 million of
new capital proceeds were funded through withdrawals of existing customer deposits
previously held by the Bank.
Each outstanding share held by the public stockholders of Kearny Financial Corp.,
a federal corporation, immediately prior to the closing of the conversion and
stock offering was converted into 1.3804 shares of the Company’s new common
stock while the shares previously held by Kearny MHC, the former mutual holding
company, were cancelled concurrent with the closing of the transaction.