Exhibit 99.6
March 8, 2021
Boards of Directors
Blue Foundry, MHC
Blue Foundry Bancorp
Blue Foundry Bank
19 Park Avenue
Rutherford, New Jersey 07070
Blue Foundry, MHC
Blue Foundry Bancorp
Members of the Boards of Directors:
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 Boards of Directors of Blue Foundry, MHC (the “MHC”) and Blue Foundry Bancorp, a New Jersey Corporation (the “Mid-Tier”). The Plan provides for the conversion of the MHC into the full stock form of organization. Pursuant to the Plan, a new Delaware stock holding company named Blue Foundry Bancorp (the “Company”) will be organized and will sell shares of common stock in a public offering. When the conversion is completed, all of the capital stock of Blue Foundry Bank will be owned by the Company and all of the common stock of the Company will be owned by public stockholders.
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 MHC’s ownership interest in the Mid-Tier’s total stockholders’ equity 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 the Mid-Tier). 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 Blue Foundry Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of Blue Foundry Bank (or the Company and Blue Foundry Bank).
In the unlikely event that either Blue Foundry Bank (or the Company and Blue Foundry Bank) were to liquidate after the conversion (including, a liquidation of Blue Foundry Bank following a purchase and assumption transaction with a credit union acquiror), all claims of creditors, including those of depositors, would be paid first, followed by distribution to depositors as of December 31, 2019 and depositors as of March 31, 2021. Also, in a complete liquidation of both entities, or of Blue Foundry Bank, when the Company has insufficient assets (other than the stock of Blue Foundry Bank), or of Blue Foundry Bank following a purchase and assumption transaction with a credit union acquiror, to fund the liquidation account distribution due to Eligible Account Holders and Supplemental Eligible Account Holders and Blue Foundry Bank has positive net worth, Blue Foundry Bank shall immediately make a distribution to fund the Company’s 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 Blue Foundry 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 Blue Foundry 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.
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