EX-99.6 23 d130240dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

 

LOGO

March 8, 2021

Boards of Directors

Blue Foundry, MHC

Blue Foundry Bancorp

Blue Foundry Bank

19 Park Avenue

Rutherford, New Jersey 07070

 

Re:

Plan of Conversion

Blue Foundry, MHC

Blue Foundry Bancorp

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 Blue Foundry, MHC (the “MHC”) and Blue Foundry Bancorp, a New Jersey Corporation (the “Mid-Tier”). The Plan provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, a new Delaware stock holding company named Blue Foundry Bancorp (the “Company”) will be organized and will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of Blue Foundry 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, depositors will receive rights in a liquidation account maintained by the Company representing the amount of (i) the MHC’s ownership interest in the Mid-Tier’s total stockholders’ equity as of the date of the latest statement of financial condition used in the prospectus plus (ii) the value of the net assets of the MHC as of the date of the latest statement of financial condition of the MHC prior to the consummation of the conversion (excluding its ownership of the Mid-Tier). The Company shall continue to hold the liquidation account for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders who continue to maintain deposits in Blue Foundry Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of Blue Foundry Bank (or the Company and Blue Foundry Bank).

In the unlikely event that either Blue Foundry Bank (or the Company and Blue Foundry Bank) were to liquidate after the conversion (including, a liquidation of Blue Foundry Bank following a purchase and assumption transaction with a credit union acquiror), all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of December 31, 2019 and depositors as of March 31, 2021. Also, in a complete liquidation of both entities, or of Blue Foundry Bank, when the Company has insufficient assets (other than the stock of Blue Foundry Bank), or of Blue Foundry Bank following a purchase and assumption transaction with a credit union acquiror, to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Blue Foundry Bank has positive net worth, Blue Foundry Bank shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account. The Plan further provides that if the Company is completely liquidated or sold apart from a sale or liquidation of Blue Foundry Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall be surrendered and treated as a liquidation account in Blue Foundry Bank, the bank liquidation account and depositors shall have an equivalent interest in such bank liquidation account, subject to the same rights and terms as the liquidation account.

 

 

 

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


RP® Financial, LC.

Boards of Directors

March 8, 2021

Page 2

 

Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of Blue Foundry Bank (or the Company and Blue Foundry Bank), that liquidation rights in the Company automatically transfer to Blue Foundry Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Blue Foundry Bank, and that after two years from the date of conversion and upon written request of the FRB, the Company will transfer the liquidation account and depositors’ interest in such account to Blue Foundry Bank and the liquidation account shall thereupon become the liquidation account of Blue Foundry Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Blue Foundry Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets or following a purchase and assumption transaction with a credit union acquiror does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.

 

Sincerely,

LOGO

RP® Financial, LC.