Attached files

file filename
EX-23.3 - EX-23.3 - PCSB Financial Corpd299119dex233.htm
EX-99.5 - EX-99.5 - PCSB Financial Corpd299119dex995.htm
EX-99.4 - EX-99.4 - PCSB Financial Corpd299119dex994.htm
EX-99.3 - EX-99.3 - PCSB Financial Corpd299119dex993.htm
EX-99.1 - EX-99.1 - PCSB Financial Corpd299119dex991.htm
EX-23.2 - EX-23.2 - PCSB Financial Corpd299119dex232.htm
EX-21 - EX-21 - PCSB Financial Corpd299119dex21.htm
EX-10.16 - EX-10.16 - PCSB Financial Corpd299119dex1016.htm
EX-10.15 - EX-10.15 - PCSB Financial Corpd299119dex1015.htm
EX-10.14 - EX-10.14 - PCSB Financial Corpd299119dex1014.htm
EX-10.13 - EX-10.13 - PCSB Financial Corpd299119dex1013.htm
EX-10.12 - EX-10.12 - PCSB Financial Corpd299119dex1012.htm
EX-10.11 - EX-10.11 - PCSB Financial Corpd299119dex1011.htm
EX-10.10 - EX-10.10 - PCSB Financial Corpd299119dex1010.htm
EX-10.9 - EX-10.9 - PCSB Financial Corpd299119dex109.htm
EX-10.8 - EX-10.8 - PCSB Financial Corpd299119dex108.htm
EX-10.7 - EX-10.7 - PCSB Financial Corpd299119dex107.htm
EX-10.6 - EX-10.6 - PCSB Financial Corpd299119dex106.htm
EX-10.5 - EX-10.5 - PCSB Financial Corpd299119dex105.htm
EX-10.4 - EX-10.4 - PCSB Financial Corpd299119dex104.htm
EX-10.3 - EX-10.3 - PCSB Financial Corpd299119dex103.htm
EX-10.2 - EX-10.2 - PCSB Financial Corpd299119dex102.htm
EX-8.2 - EX-8.2 - PCSB Financial Corpd299119dex82.htm
EX-8.1 - EX-8.1 - PCSB Financial Corpd299119dex81.htm
EX-5 - EX-5 - PCSB Financial Corpd299119dex5.htm
EX-4 - EX-4 - PCSB Financial Corpd299119dex4.htm
EX-3.2 - EX-3.2 - PCSB Financial Corpd299119dex32.htm
EX-3.1 - EX-3.1 - PCSB Financial Corpd299119dex31.htm
EX-2 - EX-2 - PCSB Financial Corpd299119dex2.htm
EX-1.2 - EX-1.2 - PCSB Financial Corpd299119dex12.htm
EX-1.1 - EX-1.1 - PCSB Financial Corpd299119dex11.htm
S-1 - S-1 - PCSB Financial Corpd299119ds1.htm

Exhibit 99.2

 

LOGO

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 Bank’s 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 Company’s 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,
LOGO
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