Attached files
Exhibit 99.8
RP® FINANCIAL, LC.
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Serving the Financial Services Industry Since 1988 |
June 16, 2010 |
Boards of Directors
Standard Mutual Holding Company
Standard Bank PaSB
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
Standard Mutual Holding Company
Standard Bank PaSB
2640 Monroeville Boulevard
Monroeville, Pennsylvania 15146
Re: | Plan of Conversion Standard Mutual Holding Company Standard Bank, PaSB |
Members of the Boards:
All capitalized terms not otherwise defined in this letter have the meanings given such terms
in the Plan of Conversion (the Plan) adopted by the Board of Directors of Standard Mutual Holding
Company (the MHC). 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 Standard 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 a 100% ownership interest in Standard Bank, PaSB (Standard Bank).
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 total
stockholders equity of Standard Bank 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 Standard Bank). 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 Standard Bank. We further understand that Standard Bank will also
establish a liquidation account in an amount equal to the Companys liquidation account, pursuant
to the Plan. The liquidation accounts are designed to provide payments to depositors of their
liquidation interests in the event of liquidation of Standard Bank (or the Company and Standard
Bank).
In the unlikely event that either Standard Bank (or the Company and Standard 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 March 31, 2009 and June 30, 2010 of the
liquidation account maintained by the Company. Also, in a complete liquidation of both entities,
or of Standard Bank, when the Company has insufficient assets (other than the stock of Standard
Bank), to fund the liquidation account distribution due to Eligible Account Holders and
Supplemental Eligible Account Holders and Standard Bank has positive net worth, Standard Bank shall
immediately make a distribution to fund the Companys 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 Standard 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 Standard 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 | ||
Three Ballston Plaza | Telephone: (703) 528-1700 | |
1100 North Glebe Road, Suite 1100 | Fax No.: (703) 528-1788 | |
Arlington, VA 22201 | Toll-Free No.: (866) 723-0594 | |
www.rpfinancial.com | E-Mail: mail@rpfinancial.com |
RP Financial, LC.
Boards of Directors
June 16, 2010
Page 2
Boards of Directors
June 16, 2010
Page 2
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 Standard Bank (or the Company and
Standard Bank), that liquidation rights in the Company automatically transfer to Standard Bank in
the event the Company is completely liquidated or sold apart from a sale or liquidation of Standard
Bank, and that after two years from the date of conversion and upon written request of the primary
regulator, the Company will transfer the liquidation account and depositors interest in such
account to Standard Bank and the liquidation account shall thereupon become the liquidation account
of Standard Bank no longer subject to the Companys creditors, we are of the belief that: the
benefit provided by the Standard 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. | ||||