EXHIBIT 99.3
Exhibit 99.3
December 7, 2006
Board of Directors
TFS Financial Corporation
7007 Broadway Avenue
Cleveland, OH 44105
Dear Board Members:
All capitalized terms not otherwise defined in this letter have the meanings given such terms in TFS Financial Corporation’s (the “Company”) Plan of Stock Issuance (the “Plan”) adopted by the Board of Directors of the Company. As part of the Plan, the Company will issue up to 30.12% of its outstanding common stock to the public and up to 2.00% of its outstanding common stock, subject to a 5.0 million share maximum, and Third Federal Savings and Loan Association of Cleveland (the “Bank”) will contribute $5.0 million in cash to a charitable foundation. The remaining common stock of the Company will be owned by Third Federal Savings and Loan Association of Cleveland, MHC, a federally chartered mutual holding company.
We understand that in accordance with the Plan, subscription rights to purchase shares of the common stock are to be issued to (i) Eligible Account Holders; (ii) Tax-Qualified Employee Stock Benefit Plans, including the employee stock ownership plan (“ESOP”); (iii) Supplemental Eligible Account Holders; and (iv) Other Members (together collectively referred to as the “Recipients”). Based solely on our observation that the subscription rights will be available to such Recipients without cost, will be legally non-transferable and of short duration, and will afford the Recipients 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 Offering, if any, 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:
| | (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.
Very Truly Yours,
/s/ FinPro, Inc.
FinPro, Inc.
20 Church Street· P.O. Box 323· Liberty Corner, NJ 07938-0323· Tel: 908.604.9336· Fax: 908.604.5951
finpro@finpronj.com· www.finpronj.com
