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Regal Bank looking to form holdco

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Regal Bank looking to form holdco

Livingston,N.J.-based Regal Bankis asking permission from the Federal Reserve to form a holding company, whichwill be called Regal Bancorp Inc.

Under the proposedtransaction, Regal Bancorp will acquire Regal Bank's current 2,924,045outstanding common shares, $5.00 par value per share, as well as assume optionsto purchase 210,500 of its common shares subject to outstanding stock optionsor available for issuance under Regal Bank's existing plans.

RegalBank's 7,000 shares of series A preferred stock outstanding that were issued tothe U.S. Department of the Treasury as part of the bank's participation in theSBLF program, will be converted to series A preferred stock of Regal Bancorpafter the transaction. Regal Bancorp indicated in a Form Y-3 filing that itintends to redeem the shares "sometime after consummation of thetransaction."

Inaddition, Regal Bancorp intends to raise $10 million in subordinated debt afterthe transaction is completed. The debt will qualify as Tier 2 capital. Nobuyers of the subordinated debt have been identified at the moment, and nounderwriter or placement agent has been appointed. The proceeds from theoffering will primarily be used to redeem the company's SBLF preferred stock,with any remainder used to create an interest reserve at Regal Bancorp andfunneled to Regal Bank as capital.