EX-99.2 25 d447808dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

March 9, 2023

Boards of Directors

Bay-Vanguard, M.H.C., Inc.

BV Financial, Inc.

BayVanguard Bank

7114 North Point Road

Baltimore, Maryland 21219

 

Re:

Plan of Conversion

Bay-Vanguard, M.H.C., Inc.

BV Financial, Inc.

BayVanguard Bank

Members of the Boards of Directors:

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 Boards of Directors of Bay-Vanguard, M.H.C., Inc. (the “MHC”) and BV Financial, Inc. (“BV Financial”). As a result of the conversion, the MHC will be merged into BV Financial and as a result the MHC will cease to exist. As part of the conversion, the 86.28% ownership interest of the MHC in BV Financial will be offered for sale in the offering. When the conversion is completed, BV Financial will continue to own all of the outstanding common stock of BayVanguard Bank and public stockholders will own all of the outstanding common stock of BV Financial.

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 BayVanguard Bank’s employee stock ownership plan (the “ESOP”); (3) Supplemental Eligible Account Holders; and, (4) Other Members. 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, syndicated or firm commitment underwritten 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 BV Financial’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.

 

 

1311-A Dolley Madison Boulevard, Suite 2A    Telephone: (703) 528-1700
McLean, VA 22101    Fax No.: (703) 528-1788
www.rpfinancial.com    Toll-Free No.: (866) 723-0594
   E-Mail: mail@rpfinancial.com