Northfield Bancorp Inc. in Avenel, N.J., plans to raise up to $463 million of capital by converting from a mutual holding company to a stock company.

The $2.1 billion-asset company filed a registration statement Thursday with the Securities and Exchange Commission to offer between 29.7 million and 46.3 million shares of common stock, at $10 a share.

The mutual holding company owns 56.4% of Northfield's outstanding stock. In the second-step conversion, that will be offered to investors as common stock.

Northfield plans to use half of the proceeds to invest in its bank unit, and to loan funds to its employee stock ownership plan to purchase shares of common stock in the offering, according to the prospectus. It will use the rest of the money to acquire other financial institutions, pay dividends, repurchase shares of common stock and for investments.

Northfield is already flush with capital — the bank's total risk-based capital ratio was 28.6% on March 31 — and the money could drag earnings down if the company doesn't deploy it quickly enough.

"The first year or so, you're going to see lower results than you might see otherwise, simply because you cannot deploy the capital all at once," said Theodore Kovaleff, an analyst at Horwitz & Associates. "The only really good business move would be to make an acquisition."

But with few failed-bank opportunities expected in the Northeast, Kovaleff said Northfield likely will have to consider acquiring an operating bank or look outside the greater New York area.

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