SEC Comment Letter 0000000000-23-003049 to Blue Foundry Bancorp (BLFY) (CIK 0001846017) (BLFY)
Blue Foundry Bancorp (BLFY) (CIK 0001846017)
Date: March 27, 2023 · CIK: 0001846017 · Accession: 0000000000-23-003049
AI Filing Summary & Sentiment
File numbers found in text: 001-40619
Letter
United States securities and exchange commission logo March 27, 2023 Michael R. Neidell Partner Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York, NY 10019 Re:Blue Foundry Bancorp PREC14A filed by Lawrence Seidman et al. Filed March 20, 2023 File No. 001-40619 Dear Michael R. Neidell: We have reviewed your filing 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 these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. PREC14A filed March 20, 2023 General 1.Please use the updated Schedule 14A cover page. 2.Please mark as preliminary your preliminary proxy statement and form of proxy. See Rule 14a-6(e)(1). 3.Please add page numbers to the filing. 4.Please advise as to when the Participants anticipate distributing the proxy statement. Given that reliance on Rule 14a-5(c) is impermissible at any time before the registrant distributes its proxy statement, the Participants will accept all legal risk in connection with distributing the initial definitive proxy statement without all required disclosures and should undertake to subsequently provide any omitted information in a supplement in order to mitigate that risk.
FirstName LastNameMichael R. Neidell Comapany NameOlshan Frome Wolosky LLP March 27, 2023 Page 2 FirstName LastName Michael R. Neidell Olshan Frome Wolosky LLP March 27, 2023 Page 2 Reasons for the Solicitation 5.We note the following disclosure at the end of this section: "However, the Company has not made any effort to work collaboratively with us, so we were left with no choice to take action for the benefit of all BLFY stockholders." Please clarify this statement, as its meaning is unclear. Voting and Proxy Procedures 6.We note the following disclosure: "If you vote 'FOR' less than two (2) nominees in Proposal 1, your shares will only be voted 'FOR' those nominees you have so marked." To avoid potentially confusing shareholders, please replace "those nominees" with "the nominee" or "that nominee," or advise. Please do the same on the proxy card.
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please direct any questions to David Plattner at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers and Acquisitions
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United States securities and exchange commission logo
March 27, 2023
Michael R. Neidell
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:Blue Foundry Bancorp
PREC14A filed by Lawrence Seidman et al.
Filed March 20, 2023
File No. 001-40619
Dear Michael R. Neidell:
We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
PREC14A filed March 20, 2023
General
1.Please use the updated Schedule 14A cover page.
2.Please mark as preliminary your preliminary proxy statement and form of proxy. See
Rule 14a-6(e)(1).
3.Please add page numbers to the filing.
4.Please advise as to when the Participants anticipate distributing the proxy statement.
Given that reliance on Rule 14a-5(c) is impermissible at any time before the registrant
distributes its proxy statement, the Participants will accept all legal risk in connection with
distributing the initial definitive proxy statement without all required disclosures and
should undertake to subsequently provide any omitted information in a supplement in
order to mitigate that risk.
FirstName LastNameMichael R. Neidell
Comapany NameOlshan Frome Wolosky LLP
March 27, 2023 Page 2
FirstName LastName
Michael R. Neidell
Olshan Frome Wolosky LLP
March 27, 2023
Page 2
Reasons for the Solicitation
5.We note the following disclosure at the end of this section: "However, the Company has
not made any effort to work collaboratively with us, so we were left with no choice to take
action for the benefit of all BLFY stockholders." Please clarify this statement, as its
meaning is unclear.
Voting and Proxy Procedures
6.We note the following disclosure: "If you vote 'FOR' less than two (2) nominees in
Proposal 1, your shares will only be voted 'FOR' those nominees you have so marked."
To avoid potentially confusing shareholders, please replace "those nominees" with "the
nominee" or "that nominee," or advise. Please do the same on the proxy card.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions