Exhibit 99.3
 | RP® FINANCIAL, LC. | |
| Advisory | Planning | Valuation |
June 12, 2025
Boards of Directors
Hoyne Savings, MHC
Hoyne Financial Corporation
Hoyne Bancorp, Inc.
Hoyne Savings Bank
810 S. Oak Park Avenue
Oak Park, Illinois 60304
Re: Plan of Conversion
Hoyne Savings, MHC
Hoyne Financial Corporation
Hoyne Savings Bank
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 Hoyne Savings, MHC (the “MHC”), Hoyne Financial Corporation (the “Mid-Tier”) and Hoyne Savings Bank. 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 Hoyne Bancorp, Inc. (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 Hoyne Savings 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 Hoyne Savings Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of Hoyne Savings Bank (or the Company and Hoyne Savings Bank).
In the unlikely event that either Hoyne Savings Bank (or the Company and Hoyne Savings Bank) were to liquidate after the conversion (including, a liquidation of Hoyne Savings 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 March 31, 2024 and depositors as of the date of record for Supplemental Eligible Account Holders. Also, in a complete liquidation of both entities, or of Hoyne Savings Bank, when the Company has insufficient assets (other than the stock of Hoyne Savings Bank), or of Hoyne Savings 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 Hoyne Savings Bank has positive net worth, Hoyne Savings 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 Hoyne Savings Bank, then the rights of Eligible Account Holders and Supplemental Eligible Account Holders in the liquidation account maintained by the Company shall besurrendered and treated as a liquidation account in Hoyne Savings 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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RP® Financial, LC.
Boards of Directors
June 12, 2025
Page 2
Based upon our review of the Plan and our observations that the liquidation rights become payable only upon the unlikely event of the liquidation of Hoyne Savings Bank (or the Company and Hoyne Savings Bank), that liquidation rights in the Company automatically transfer to Hoyne Savings Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Hoyne Savings Bank, and that after two years from the date of conversion and upon written request of the Federal Reserve Board, the Company will transfer the liquidation account and depositors’ interest in such account to Hoyne Savings Bank and the liquidation account shall thereupon become the liquidation account of Hoyne Savings Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Hoyne Savings Bank liquidation account supporting the payment of the liquidation account in the event the Company lacks sufficient net assets or following a purchase and assumption transaction with a credit union acquiror does not have any economic value at the time of the transactions contemplated in the first and second paragraphs above. We note that we have not undertaken any independent investigation of state or federal law or the position of the Internal Revenue Service with respect to this issue.
| Sincerely, | |
| /s/ RP Financial, LC. | |
| RP® Financial, LC. |