Exhibit 99.2
| March 7, 2012 |
Boards of Directors
Georgetown Bancorp, MHC
Georgetown Bancorp, Inc.
Georgetown Savings Bank
2 East Main Street
Georgetown, Massachusetts 01833
Re: Plan of Conversion and Reorganization
Georgetown Bancorp, MHC
Georgetown Bancorp, Inc.
Georgetown Savings 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 and Reorganization (the “Plan”) adopted by the Board of Directors of Georgetown Bancorp, MHC (the “MHC”) and Georgetown-Federal, the existing mid-tier holding company (the “Company”) for Georgetown Savings Bank (the “Bank”), all based in Georgetown, Massachusetts. Pursuant to the Plan, the organization will convert from the partially public mutual holding company form of organization to the fully public stock form of organization. Georgetown Bancorp, MHC, the mutual holding company parent of Georgetown-Federal, will be merged into Georgetown-Federal, and Georgetown Bancorp, MHC will no longer exist. Georgetown-Federal, which owns 100% of Georgetown Savings Bank, will be merged into a new Maryland corporation named Georgetown Bancorp, Inc., and Georgetown-Federal will cease to exist. As part of the conversion, the 56.7% ownership interest of Georgetown Bancorp, MHC in Georgetown-Federal will be offered for sale in the stock offering. When the conversion is completed, all of the outstanding common stock of Georgetown Savings Bank will be owned by Georgetown Bancorp, Inc., and all of the outstanding common stock of Georgetown Bancorp, Inc. will be owned by public shareholders.
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) the Tax-Qualified Plans; (3) Supplemental Eligible Account Holders; and (4) Other Depositors. 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, |
| ||
|
|
|
|
| RP Financial, LC. |
Washington Headquarters |
|
Three Ballston Plaza | Telephone: (703) 528-1700 |
1100 North Glebe Road, Suite 600 | Fax No.: (703) 528-1788 |
Arlington, VA 22201 | Toll-Free No.: (866) 723-0594 |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |