Ponce Financial Group, Inc. and PDL Community Bancorp Announce Completion of Conversion and Reorganization and Related Share Offering

BRONX, NY, Jan. 27, 2022 (GLOBE NEWSWIRE) — Ponce Financial Group, Inc. (“Ponce Financial Group”) (NASDAQ: PDLB) and PDL Community Bancorp (“PDL”) announced that the conversion and reorganization of Ponce Bank Mutual Holding Company from mutual to equity form of organization and related equity offering was completed at the close of business today, January 27, 2022. Following the closing of conversion and reorganization and share offering, Ponce Financial Group is now the holding company of Ponce Bank. Ponce Bank’s former mutual holding companies, PDL and Ponce Bank Mutual Holding Company, ceased to exist.

Shares of PDL ceased trading at market close today, January 27, 2022. Ponce Financial Group common stock will begin trading on the Nasdaq Global Market under the same trading symbol “PDLB” effective market opening tomorrow, January 28. 2022.

Following the conversion and reorganization, each existing common share of PDL was converted into the right to receive 1.3952 common shares of Ponce Financial Group. Cash will be paid in lieu of any fractional shares based on the sale price in the Offer of $10.00 per share. The total number of outstanding shares of Ponce Financial Group is expected to be approximately 24,711,974 shares, before taking into account adjustments for fractional shares.

Direct Recording System (“DRS”) statements for Shares purchased under the Offering are expected to be mailed on or about January 28, 2022. PDL Shareholders holding Shares in the name of Street or registered shares in the form of DRS will automatically receive shares of Ponce Financial Group common stock in their accounts. PDL shareholders holding shares in certificated form will be mailed a Letter of Transmittal on or about January 28, 2022 with instructions on how to redeem their shares, and will receive a DRS statement after returning their certificates. PDL Shares and a completed Letter of Transmittal. to Ponce Financial Group’s transfer agent.

Janney Montgomery Scott LLC was Ponce Financial Group’s sales agent for the subscription offering. Locke Lord LLP acted as legal counsel to PDL and Ponce Financial Group in connection with the conversion, reorganization and offer.

About PDL Community Bancorp and Ponce Financial Group, Inc.

PDL Community Bancorp was and Ponce Financial Group, Inc. is the financial holding company of Ponce Bank. Ponce Bank is a Minority Depository Institution, Community Development Financial Institution and Small Business Administration Certified Lender. The Bank’s business is primarily to receive deposits from the general public and, to a lesser extent, from alternative sources of funding and to invest these deposits, together with funds generated from operations and borrowings, in mortgage loans. , consisting of 1 to 4 family residences (investor-owned and owner-occupied), multi-family residences, non-residential buildings and construction and land, and, to a lesser extent, business and consumer loans. The Bank also invests in securities, which consist of US government and federal agency securities and securities issued by government-sponsored or government-owned enterprises, as well as mortgage-backed securities, bonds and securities. corporate bonds and Federal Home Loan Bank stock.

Forward-looking statements

Certain statements contained herein constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and are intended to be governed by the provisions of exemption from the Private Securities Litigation Reform Act of 1995. Such statements may be identified by words such as “believes”, “will”, “would”, “expect”, “plan”, “may”, “might “, “developments”, “strategic”, “launch”, “opportunities”, “anticipates”, “estimates”, “intends”, “plans”, “targets” and similar expressions. These statements are based on management’s current beliefs and expectations and are subject to significant risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements due to a number of factors. Factors that could cause such differences to exist include including, but not limited to, adverse conditions in the capital and debt markets and the impact of such conditions on business operations; changes in interest rates; competitive pressures from other financial institutions; the effects of general economic conditions nationally or in the local markets in which Ponce Bank operates, including changes that adversely affect borrowers’ ability to service and repay Ponce Bank loans; the anticipated impact of the COVID-19 pandemic and Ponce Bank’s attempts to mitigate it; changes in the value of securities in the investment portfolio; changes in loan default and charge rates; fluctuations in real estate values; the adequacy of loan loss reserves; declines in the level of deposits necessitating increased borrowing to finance loans and investments; operational risks, including but not limited to cybersecurity, fraud and natural disasters; changes in government regulations; changes in accounting standards and practices; the risk that the intangible assets recognized in the financial statements will be impaired; demand for loans in Ponce Bank’s market area; Ponce Bank’s ability to attract and retain deposits; risks related to the implementation of acquisitions, divestitures and restructurings; the risk that Ponce Financial Group will fail to implement its business strategy; changes in the assumptions used to make these forward-looking statements and the risk factors described in PDL’s annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC” ), which are available on the SEC’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. PDL and Ponce Financial Group disclaim any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes, except as required by law or the applicable regulations require it.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common shares.

Common stock is not savings accounts or savings deposits, may lose value, and is not insured by the Federal Deposit Insurance Corporation or any other government agency.

Contact:
Franck Perez
[email protected]
718-931-9000

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