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United States securities and exchange commission logo
February 16, 2021
Michael Puorro
Chairman and Chief Executive Officer
Hanover Bancorp, Inc.
80 East Jericho Turnpike
Mineola, NY 11501
Re: Hanover Bancorp,
Inc.
Registration
Statement on Form S-4
Filed January 20,
2021
File No. 333-252262
Dear Mr. Puorro:
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.
Registration Statement on Form S-4 filed January 20, 2021
General
1. We note the Agreement
and Plan of Merger dated as of August 27, 2020 filed as Exhibit
No. 2.1. Pursuant to
Item 601(b)(2) of Regulation S-K, please file a list briefly identifying
the contents of all
omitted schedules or similar supplements.
Cover Page
2. We note your disclosure
on page 55 regarding what the merger consideration would have
been as of a certain
date. Please revise your cover page to include the per share and
aggregate merger
consideration as of that same date.
Michael Puorro
FirstName LastNameMichael Puorro
Hanover Bancorp, Inc.
Comapany16,
February NameHanover
2021 Bancorp, Inc.
February
Page 2 16, 2021 Page 2
FirstName LastName
3. We note your cover page disclosure that Hanover's common stock is not
presently listed
on an exchange. Please revise your cover page disclosure to clarify
that Hanover's
common stock will not be listed following the completion of the
transactions.
4. Please revise the cover page to materially describe the formula for
determining the
aggregate merger consideration, including all potential adjustments to
the merger
consideration. In this regard, we note that in the event Savoy s
tangible book value is less
than $46,000,000 but greater than $34,500,000, the aggregate merger
consideration will
be reduced by $0.75 for each dollar that Savoy s tangible book value
is less than
$46,000,000. In addition, we note that if Savoy s tangible book
value, as adjusted
pursuant to the merger agreement, as of the month end prior to closing
exceeds
$50,000,000, Savoy will declare and pay to its shareholders a special
cash dividend equal
to the excess over $50,000,000 unless it is legally prohibited from
doing so. In the
alternative, please cross-reference the relevant disclosure in your
Q&A or Summary
section that describes the potential adjustments.
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30,
2020
Pro Forma Balance Sheet - September 30, 2020 Consolidated, page 19
5. Please disclose the calculation of the total Savoy Bank purchase price
of $61.840 million
as presented in footnote (d).
Comparative Per Share Information , page 23
6. Please disclose the calculations of earnings per share-diluted of $.46
and book value per
share of $5.47 for the equivalent pro forma combined per share of
Savoy common stock,
including why such disclosure is meaningful in evaluating the proposed
transaction.
Background of the Merger, page 35
7. We note your disclosure on page 37 that the Board approved the
retention of other experts
to assist in the process and that Savoy's regular corporate counsel
represented Hanover in
the transaction. Please identify the legal counsel that Savoy engaged,
along with JMS, to
represent it in the merger transaction negotiations. Please also
expand your disclosure to
identify the "other experts" retained to assist in the process.
Opinion of Savoy's Financial Advisor, page 42
8. Please revise this section to disclose the "long term earnings growth
rates provided by
Savoy and Hanover representatives" that JMS reviewed in preparation of
its fairness
opinion. In addition, and to the extent different, please also
disclose the "estimated long-
term earnings per share growth rate for the years 2021 through 2025,"
as provided by
representatives of Savoy and Hanover, that JMS reviewed. We also note
that on page 49
you refer to the estimated earnings per share growth rate provided by
Savoy for the years
2020 through 2025. Please revise for consistency.
Michael Puorro
Hanover Bancorp, Inc.
February 16, 2021
Page 3
Trading Markets, page 52
9. We note your disclosure that Hanover common stock will not be listed
on any exchange or
established trading market upon consummation of the transactions under
the merger
agreement. Please revise your registration to disclose what your
anticipated reporting
obligations will be under the Exchange Act following the consummation
of the
transactions.
Information About Savoy Bank, page 100
10. Please provide quantitative and qualitative disclosures about market
risk for Savoy Bank.
Refer to Item 17.(10) of Form S-4.
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 Michelle Miller at (202) 551-3368 or David Irving at
(202) 551-
3321 or if you have questions regarding comments on the financial statements
and related
matters. Please contact Eric Envall at (202) 551-3234 or Sandra Hunter
Berkheimer at (202)
551-3758 with any other questions.
FirstName LastNameMichael Puorro Sincerely,
Comapany NameHanover Bancorp, Inc.
Division of
Corporation Finance
February 16, 2021 Page 3 Office of Finance
FirstName LastName