Attached files
Exhibit 99.2
December 12, 2016
Boards of Directors
PCSB Financial Corporation
Board of Trustees
PCSB Bank
2651 Strang Boulevard
Yorktown Heights, New York 10598
Re: | Plan of Conversion |
PCSB Bank
Members of the Board of Directors and the Board of Trustees:
All capitalized terms not otherwise defined in this letter have the meanings given such terms in the Plan of Conversion (the Plan) adopted by the Board of Trustees of PCSB Bank. Pursuant to the Plan, PCSB Bank will convert from the mutual form of organization to the stock form of organization. In connection with the Plan, PCSB Bank has organized a new Maryland stock holding company named PCSB Financial Corporation (the Company), which will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of PCSB Bank will be owned by the Company and all of the common stock of the Company will be owned by public stockholders.
We understand that in accordance with the Plan, subscription rights to purchase shares of common stock in the Company are to be issued to: (1) Eligible Account Holders; (2) Tax-Qualified Plans including PCSB Banks employee stock ownership plan (the ESOP); and (3) Supplemental Eligible Account Holders. Based solely upon our observation that the subscription rights will be available to such parties without cost, will be legally non-transferable and of short duration, and will afford such parties the right only to purchase shares of common stock at the same price as will be paid by members of the general public in the community or syndicated/firm commitment offerings but without undertaking any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue, we are of the belief that, as a factual matter:
(1) | the subscription rights will have no ascertainable market value; and, |
(2) | the price at which the subscription rights are exercisable will not be more or less than the pro forma market value of the shares upon issuance. |
Changes in the local and national economy, the legislative and regulatory environment, the stock market, interest rates, and other external forces (such as natural disasters or significant world events) may occur from time to time, often with great unpredictability and may materially impact the value of thrift stocks as a whole or the Companys value alone. Accordingly, no assurance can be given that persons who subscribe to shares of common stock in the subscription offering will thereafter be able to buy or sell such shares at the same price paid in the subscription offering.
Sincerely, |
RP Financial, LC. |
Washington Headquarters | ||
Three Ballston Plaza 1100 North Glebe Road, Suite 600 Arlington, VA 22201 www.rpfinancial.com |
Telephone: (703) 528-1700 Fax No.: (703) 528-1788 Toll-Free No.: (866) 723-0594 E-Mail: mail@rpfinancial.com |