EX-99.6 13 mara-20240930xex99d6.htm EX-99.6

Exhibit 99.6

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RP® FINANCIAL, LC.

Advisory | Planning | Valuation

December 13, 2024

Boards of Directors

Marathon MHC

Marathon Bancorp, Inc.

Marathon Bank

500 Scott Street

Wausau, Wisconsin 54403

Re:

Plan of Conversion

Marathon MHC

Marathon Bancorp, Inc.

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 Marathon MHC (the “MHC”) and Marathon Bancorp, Inc. (the “Mid-Tier” or the “Company”). The Plan provides for the conversion of the MHC into the full stock form of organization.  As a result of the conversion, the MHC will be merged into the Mid-Tier and as a result the MHC will cease to exist.  As part of the conversion, the 57.57% ownership interest of the MHC in the Company will be offered for sale in the offering.  When the conversion is completed, the Company will continue to own all of the outstanding common stock of Marathon Bank and public stockholders will own all of the outstanding common stock of the Company.

We understand that in accordance with the Plan, Eligible Account Holders and Supplemental Eligible Account Holders will receive rights in a liquidation account maintained by the Company representing the amount equal to (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 contained 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 before 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 Marathon Bank. The liquidation account is designed to provide payments to depositors of their liquidation interests in the event of liquidation of Marathon Bank (or the Company and Marathon Bank).

In the unlikely event that either Marathon Bank (or the Company and Marathon Bank) were to liquidate after the conversion (including, a liquidation of Marathon 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 September 30, 2023 and depositors as of the supplemental eligible account record date.  Also, in a complete liquidation of both entities, or of Marathon Bank only, when the Company has insufficient assets (other than the stock of Marathon Bank), or of Marathon Bank following a purchase and assumption transaction with a credit union acquiror, to fund the liquidation account distribution owed to Eligible Account Holders and Supplemental Eligible Account Holders and Marathon Bank has positive net worth, then Marathon Bank shall immediately make a distribution to fund the Company’s remaining obligations under the liquidation account.  If the Company is completely liquidated or sold apart from a sale or liquidation of Marathon Bank, then the Company’s liquidation account will cease to exist and Eligible Account Holders and Supplemental Eligible Account Holders will receive an equivalent interest in the Marathon Bank liquidation account, subject to the same rights and terms as the Company’s liquidation account.

1311-A Dolley Madison Boulevard

Telephone: (703) 528-1700

Suite 2A

Fax No.: (703) 528-1788

McLean, VA 22101

Toll Free No.: (866) 723-0594

www.rpfinancial.com

E-Mail: [email protected]


RP® Financial, LC.

Boards of Directors

December 13, 2024

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 Marathon Bank (or the Company and Marathon Bank), that liquidation rights in the Company automatically transfer to Marathon Bank in the event the Company is completely liquidated or sold apart from a sale or liquidation of Marathon 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 Marathon Bank and the liquidation account shall thereupon be subsumed into the liquidation account of Marathon Bank no longer subject to the Company’s creditors, we are of the belief that: the benefit provided by the Marathon 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,

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RP® Financial, LC.