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December 14, 2012
14:09 EDTCHFNCharter Financial files registration statement
Charter Financial (CHFN), the holding company of CharterBank, announced that Charter Financial filed a registration statement on December 14 with the SEC in connection with the previously announced mutual-to-stock conversion of First Charter, MHC. In connection with the conversion, New Charter Financial expects to offer for sale between 11,475,000 and 15,525,000 shares of common stock at a purchase price of $10.00 per share in the offering. The shares to be offered for sale represent the 62.85% of the outstanding shares of common stock of Old Charter Financial currently owned by First Charter, MHC. In addition, at the conclusion of the conversion, the existing shares of common stock held by the public stockholders of Old Charter Financial will be exchanged for new shares of common stock of New Charter Financial at an exchange ratio estimated to be between 1.0015 and 1.3550. After the completion of the conversion and offering, New Charter Financial will own all of the outstanding common stock of the Bank, and First Charter, MHC and Old Charter Financial will cease to exist. The common stock of New Charter Financial is expected to trade on the NASDAQ Capital Market under the same symbol "CHFN." The conversion is subject to the approval of the Board of Governors of the Federal Reserve System and the affirmative vote of members of First Charter, MHC and stockholders of Old Charter Financial. Stifel will act as selling agent and sole book-running manger in connection with the offering.
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