United States securities and exchange commission logo
April 6, 2021
James Nesci
Chief Executive Officer
Blue Foundry Bancorp
19 Park Avenue
Rutherford, NJ 07070
Re: Blue Foundry
Bancorp
Registration
Statement on Form S-1
Filed March 10,
2021
File No. 333-254079
Dear Mr. Nesci:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed on March 10, 2021
Cover Page
1. We note your disclosure
on page 10 and other sections of the prospectus that generally no
individual may purchase
more than 40,000 shares of your common stock. Please add this
maximum purchase amount
to the cover page of the prospectus or advise.
Summary, page 1
2. Please include
organizational structures depicting the company's structure both prior and
after the conversion,
including various legal entities and affiliations that exist.
3. Refer to page 107. We
note your disclosure that all depositors of Blue Foundry Bank
have voting rights in
Blue Foundry, MHC as to all matters requiring depositor approval,
James Nesci
FirstName LastNameJames Nesci
Blue Foundry Bancorp
Comapany
April NameBlue Foundry Bancorp
6, 2021
April 26, 2021 Page 2
Page
FirstName LastName
and that upon completion of the conversion, depositors will cease to
have any voting
rights. Please disclose this in the summary section or include a
cross-reference to this
section.
How We Determined the Offering Range, page 7
4. Please refer to the table on page 8 and footnote to the second column
that price-to-
earnings multiple column stating that values are "not meaningful."
Disclose the multiples
here and in the table on page 111 or explain why you believe these
amounts are not
meaningful. We also note your disclosure of the maximum, midpoint and
minimum price-
to-earnings multiples. Disclose the multiples for each of the peer
companies listed in the
first table on page 8.
Risk Factors
Future changes in interest rates may reduce our profits, page 21
5. We note that you had a net loss in fiscal year ended December 31,
2020. Because you
discuss "[your] profitability" in this risk factor, please balance the
disclosure by adding a
statement regarding your losses in the most recent fiscal year.
If our non-performing assets increase, page 22
6. Please update your disclosure regarding your non-performing assets to
the most recent
practicable date, or advise. Similarly please update the Delinquent
Loans chart on page
69 or advise.
Business of Blue Foundry Bank
Delinquencies and Asset Quality
Classified Assets, page 71
7. We note your disclosure that special mention loans included one
non-residential real
estate loan totaling $150.2 million and three multi-family real estate
loans totaling $16.6
million as of December 31, 2020. We also note you present $16,802
thousand of special
mention loans as of December 31, 2020 in the table. Please reconcile
the discrepancies or
revise, as appropriate.
Management
Executive Officers Who are Not Directors, page 93
8. We note the discussions of the business experiences of your executive
officers Daniel
Chen, Elizabeth Miller, Brent Ciurlino, Michele Johnson, and Mugur
Tolea. For each of
the officers listed, please expand the disclosure to detail their
business experience in the
last five years, including specific positions held and names of
organizations/corporations,
in which such occupations and employment were carried out.
James Nesci
FirstName LastNameJames Nesci
Blue Foundry Bancorp
Comapany
April NameBlue Foundry Bancorp
6, 2021
April 36, 2021 Page 3
Page
FirstName LastName
Summary Compensation Table, page 96
9. It appears that the amounts recorded in the "non-equity incentive
compensation" column
of the summary compensation table are the same amounts as the amounts
listed on page
98 under the annual incentive plan subsection. Please disclose the
material terms of any
non-equity incentive plan award made to a named executive officer
during the last
completed fiscal year, including a general description of the formula
or criteria to be
applied in determining the amounts payable and vesting schedule. Refer
to Item 402(o)(5)
of Regulation S-K.
The Conversion and Stock Offering
Approvals Required, page 107
10. We note that the affirmative vote of a majority of the total votes
eligible to be cast by the
depositors of Blue Foundry MHC is required to approve the plan of
conversion and the
establishment and funding of the charitable foundation. Please revise
to disclose when
you plan to conduct these votes, how the timing of the vote relates to
the timing of the
effectiveness of the registration statement, and how this vote will be
conducted, such as
with a proxy statement, or advise. Please briefly also describe what
types of matters
currently require depositor approval under "Effect on Voting Rights of
Depositors," at
page 107.
Exhibits
11. Please also include the participation interests in the Exhibit 5 legal
opinion.
General
12. We note that your forum selection provision identifies a state court
of federal court
located within the State of Delaware as the exclusive forum for
certain litigation,
including any derivative action. Please disclose whether this
provision applies to actions
arising under the Securities Act or Exchange Act. If so, please also
state that there is
uncertainty as to whether a court would enforce such provision. If the
provision applies to
Securities Act claims, please also state that investors cannot waive
compliance with the
federal securities laws and the rules and regulations thereunder. In
that regard, we note
that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
courts over all suits brought to enforce any duty or liability created
by the Securities Act
or the rules and regulations thereunder. If this provision does not
apply to actions arising
under the Securities Act or Exchange Act, please also ensure that the
exclusive forum
provision in the governing documents states this clearly, or tell us
how you will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
13. Please provide us with supplemental copies of all written Rule 405
under the Securities
Act, that you, or anyone authorized to do so on your behalf, have
presented or expect to
James Nesci
Blue Foundry Bancorp
April 6, 2021
Page 4
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not you retained, or intend to retain, copies of those communications.
Please contact
Tonya K. Aldave at (202) 551-3601 to discuss how to submit the
materials, if any, to us
for our review.
14. Please include the Security Ownership section in your prospectus.
Refer to item 403 of
Regulation S-K.
15. We note that the cover page of the registration statement indicates
that Blue Foundry
Bancorp and Blue Foundry Bank 401(k) Savings Plan as the
registrant(s). Please advise if
Blue Foundry Bank 401(k) Savings Plan is intended to be a
co-registrant or remove that
entity as a registrant.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Becky Chow at 202-551-6524 or William Schroeder at
202-551-3294 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tonya Aldave at 202-551-3601 or Susan Block at 202-551-3210 with any
other
questions.
FirstName LastNameJames Nesci Sincerely,
Comapany NameBlue Foundry Bancorp
Division of
Corporation Finance
April 6, 2021 Page 4 Office of
Finance
FirstName LastName