Board of Directors
Allied First Bank, sb
387 Shuman Boulevard
Suite 120 West
Naperville, Illinois 60563
Board of Directors:
The notice of intent to convert from mutual to stock form filed on behalf of Allied First Bank, sb, Naperville, Illinois (Bank), has been reviewed by the Federal Deposit Insurance Corporation (FDIC) pursuant to the FDIC's regulations at 12 C.F.R. Sections 303.163 and 333.4.
This notice was filed in connection with the Bank's "Plan of Conversion for Allied First Bank, sb" (Plan). Pursuant to the Plan, the Bank will convert to an Illinois chartered stock savings bank and become a wholly-owned subsidiary of the newly formed Allied First Bancorp, Inc. (Bancorp), a Maryland corporation. Concurrently, with the reorganization, Bancorp intends to offer for sale its common stock on a priority basis to qualifying depositors.
The FDIC has relied on information provided in the Bank's notice of conversion and the accompanying business plan in reaching its decision regarding the notice. Bank management has represented that, for three years after the closing of the conversion, the FDIC will be given at least 30 days prior written notice before any material deviation from the business plan, such as a return of capital, is implemented. Management has further represented that, for twelve months following the conversion, Bancorp will not make any distribution to stockholders that represents a return of capital without the FDIC's prior written consent.
Based on the information provided and representations made, the FDIC plans to issue a letter of non-objection to the proposed conversion transaction, provided that the Bank satisfies the following conditions:
1. The Bank must submit final disclosure materials acceptable to the FDIC's Division of Supervision, Registration and Disclosure Section;
2. The Bank must provide written evidence that its Plan has been approved by the affirmative vote of a majority of the votes eligible to be cast at a special meeting of the Bank's voting participants;
3. The Bank must advise this office of the results of the subscription offering and deliver a final appraisal that:
a. Takes the results of the subscription offering into account;
b. Discusses any material occurrences during the subscription period; and
c. Explains any orders that may have been rejected; and
4. The Bank must receive the necessary approvals from the Illinois Office of Banks and Real Estate for its establishment as a stock savings bank and from the Federal Reserve Bank of Chicago for the establishment of Bancorp.
Provided that the Bank meets the foregoing conditions and that the FDIC is satisfied with the appraiser's determination in the final appraisal that the results of the subscription offering represent the fair value for Bancorp, the FDIC will issue a letter of non-objection to the proposed conversion transaction.
Sincerely,
Michael J. Zamorski
Acting Director
