EX-99.3 13 ex99-3.htm EXHIBIT 99.3 ex99-3.htm

Exhibit 99.3
 
RP® FINANCIAL, LC.

Serving the Financial Services Industry Since 1988
 
 
  May 6, 2010  
 
 
 
Boards of Directors
Capitol Federal Savings Bank MHC
Capitol Federal Financial
Capitol Federal Savings Bank
700 Kansas Avenue
Topeka, Kansas 66603

Re:
Plan of Conversion and Reorganization
 
Capitol Federal Savings Bank MHC
 
Capitol Federal Financial
 
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 and Reorganization (the “Plan”) adopted by the Board of Directors of Capitol Federal Savings Bank MHC (the “MHC”) and Capitol Federal Financial (“CFF”), which are both based in Topeka, Kansas.  The Plan provides for the conversion of the MHC into the full stock form of organization.  Pursuant to the Plan, the MHC will be merged into CFF and the MHC will no longer exist.  As part of the Plan, a new holding company named Capitol Federal Financial, Inc. (the “Company”), a Maryland corporation, will be formed and will sell shares of common stock in an offering that will represent the ownership interest now owned by the MHC.
 
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; (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 and syndicated 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,
 
     
     
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RP FINANCIAL, LC.
 
 
 
 
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www.rpfinancial.com
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