Exhibit 99.6
| March 9, 2015 |
Boards of Directors
Equitable Financial MHC
Equitable Financial Corp.
Equitable Bank
113 North Locust Street
Grand Island, Nebraska 68802
Re: Plan of Conversion and Reorganization
Equitable Financial MHC
Equitable Financial Corp.
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 Boards of Directors of Equitable Financial MHC (the “MHC”) and Equitable Financial Corp. (the “Mid-Tier”). 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 the Mid-Tier and the Mid-Tier will merge with Equitable Financial Corp., a newly-formed Maryland corporation (the “Company”) with the Company as the resulting entity, and the MHC will no longer exist. As part of the Plan, the Company will sell shares of common stock in an offering that will represent the ownership interest in the Mid-Tier now owned by the MHC.
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 Equitable Bank. The liquidation accounts are designed to provide payments to depositors of their liquidation interests in the event of liquidation of Equitable Bank (or the Company and Equitable Bank).
In the unlikely event that either Equitable Bank (or the Company and Equitable Bank) were to liquidate after the conversion, all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of September 30, 2013 and depositors as of the last day of the calendar quarter immediately preceding the date on which the Federal Reserve Board (“FRB”) approves the MHC’s application for conversion, of the liquidation account maintained by the Company. Also, in a complete liquidation of both entities, or of Equitable Bank, when the Company has insufficient assets (other than the stock of Equitable Bank), to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Equitable Bank has positive net worth, Equitable 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 Equitable 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 Equitable 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 |
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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 |
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 Equitable Bank (or the Company and Equitable Bank), that liquidation rights in the Company automatically transfer to Equitable Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Equitable 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 Equitable Bank and the liquidation account shall thereupon become the liquidation account of Equitable Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Equitable Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets 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, |
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| RP® Financial, LC. |
