United States securities and exchange commission logo
July 6, 2023
Joseph Campanelli
President, Chief Executive Officer
NB Bancorp, Inc.
1063 Great Plain Avenue
Needham, Massachusetts 02492
Re: NB Bancorp, Inc.
Registration
Statement on Form S-1
Filed June 9, 2023
File No. 333-272567
Dear Joseph Campanelli:
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 June 9, 2023
Risk Factors
Our portfolio of commercial real estate loans and commercial and
industrial loans...involve
credit risks..., page 17
1. We note your statement
regarding your lending activities that "[s]uch loans typically
involve larger loan
balances to single borrowers or groups of related borrowers compared
to one- to four-family
residential mortgage loans. In addition, the repayment of these
types of loans depends
on the successful management and operation of the borrower s
businesses or
properties." Revise this risk factor to state your current loan to one
borrower limit, as well
as the amounts of your four largest customer relationships as of a
recent date.
Joseph Campanelli
FirstName LastNameJoseph Campanelli
NB Bancorp, Inc.
Comapany
July 6, 2023NameNB Bancorp, Inc.
July 6,2 2023 Page 2
Page
FirstName LastName
The geographic concentration of our loan portfolio and lending activities, page
19
2. Revise this risk factor to discuss, as appropriate, the factors that
impact the current Greater
Boston commercial real estate market. For instance, discuss any
changes in occupancy for
office, industrial or retail real estate.
Uncertainty about the future of the London Interbank Offered Rate, or "LIBOR,"
may adversely
affect our business, page 22
3. Please disclose to what extent your existing loans, deposits, and
other financial
instruments, including your existing swap contracts, have interest
rates that are set by
reference to LIBOR. For each significant asset or liability that is
currently priced based
on reference to LIBOR, clarify whether you have evaluated whether the
contractual
language will permit conversion to a new reference rate.
The fair value of our investment securities can fluctuate, page 26
4. Revise this risk factor to disclose recent experience with unrealized
gains or losses on
your securities portfolio.
Risks Related to Our Funding, page 27
5. Revise this section to discuss the impact on your ability to utilize
both FHLB borrowings
and/or brokered deposits in the event that your capital position
declined below "well
capitalized" or if your net tangible equity were to decline.
Management of Market Risk, page 75
6. We note your statement that the "Asset Liability Committee is
responsible for managing
market risk." Please revise this section, or another appropriate
section, to discuss the
membership of the Asset Liability Committee. Disclose whether the
committee reports to
the Board or any of the four standing committees of the Board.
Competition, page 84
7. You note that since 2017 you have expanded, and intend to continue to
expand, into
commercial and industrial lending. Please disclose whether you compete
with particular
larger and/or more well-established competitors in this segment of
your lending
operations. If there are dominant competitors in a key market segment,
revise this section
to identify those competitors. Discuss the extent to which the ability
to compete in this
area is dependent on existing relationships, and how this might impact
your business
strategy to focus in the commercial and industrial lending areas. Make
appropriate
changes to your management's discussion and/or risk factors based on
your response.
Joseph Campanelli
FirstName LastNameJoseph Campanelli
NB Bancorp, Inc.
Comapany
July 6, 2023NameNB Bancorp, Inc.
July 6,3 2023 Page 3
Page
FirstName LastName
Business of Needham Bank
Sources of Funds, page 103
8. Revise this section to clarify whether NB Bancorp will continue to
offer full insurance
coverage for its deposits from the DIF after the conversion of Needham
Bank from a
cooperative bank charter.
9. Revise your discussion of your deposits to note whether your
depositors have any
significant concentrations among your depositors, particularly for
your larger deposit
accounts. For example, disclose any deposits focused in the tech
industry, venture capital
funds or portfolio companies, or out of market firms.
Management of NB Bancorp
The Business Background of Our Directors and Executive Officers, page 121
10. Please revise the business background information for Mr. Orfanello to
confirm that his
position as partner at One Rock Capital began more than five years
ago. Alternatively,
please revise to provide a complete description of his business
experience in the last five
years. Refer to Item 401(e)(1) of Regulation S-K.
Consolidated Financial Statements of NB Financial, MHC and Subsidiary
Note 5 Mortgage Banking Loan Sales and Servicing, page F-68
11. We note your disclosure on page F-68 that the carrying value of
mortgage servicing rights
exceeded their fair value at December 31, 2022, and that no adjustment
for impairment
was recognized. Please tell us and revise to clarify if the balance
at the end of year in
the table on page F-68 is the carrying value or fair value of your
mortgage servicing
rights. In addition, please tell us how you determined that an
impairment was not
necessary given that the carrying value exceeded fair value. Please
refer to ASC 860-50-
35-9.
Exhibits
12. Both exhibit 10.1 and 10.2, the employment agreements between Needham
Bank and
Messrs. Campanelli and Rinaldi respectively, were effective through
January1, 2023. On
page 126, you indicate that Needham Bank has entered into new
employment agreements
that expire in 2026 and 2025 respectively. Please include the new
agreements as exhibits
in your next amendment.
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.
Joseph Campanelli
NB Bancorp, Inc.
July 6, 2023
Page 4
You may contact Katharine Garrett at 202-551-2332 or William Schroeder
at 202-551-
3294 if you have questions regarding comments on the financial statements and
related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-
3419 with any other questions.
Sincerely,
FirstName LastNameJoseph Campanelli
Division of
Corporation Finance
Comapany NameNB Bancorp, Inc.
Office of Finance
July 6, 2023 Page 4
cc: Steven Lanter
FirstName LastName