Attached files
file | filename |
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S-1 - FORM S-1 - Northfield Bancorp, Inc. | y84957sv1.htm |
EX-4 - EX-4 - Northfield Bancorp, Inc. | y84957exv4.htm |
EX-5 - EX-5 - Northfield Bancorp, Inc. | y84957exv5.htm |
EX-2 - EX-2 - Northfield Bancorp, Inc. | y84957exv2.htm |
EX-3.1 - EX-3.1 - Northfield Bancorp, Inc. | y84957exv3w1.htm |
EX-8.2 - EX-8.2 - Northfield Bancorp, Inc. | y84957exv8w2.htm |
EX-3.2 - EX-3.2 - Northfield Bancorp, Inc. | y84957exv3w2.htm |
EX-8.1 - EX-8.1 - Northfield Bancorp, Inc. | y84957exv8w1.htm |
EX-99.3 - EX-99.3 - Northfield Bancorp, Inc. | y84957exv99w3.htm |
EX-99.4 - EX-99.4 - Northfield Bancorp, Inc. | y84957exv99w4.htm |
EX-99.1 - EX-99.1 - Northfield Bancorp, Inc. | y84957exv99w1.htm |
EX-23.2 - EX-23.2 - Northfield Bancorp, Inc. | y84957exv23w2.htm |
EX-23.3 - EX-23.3 - Northfield Bancorp, Inc. | y84957exv23w3.htm |
EX-99.5 - EX-99.5 - Northfield Bancorp, Inc. | y84957exv99w5.htm |
EX-99.6 - EX-99.6 - Northfield Bancorp, Inc. | y84957exv99w6.htm |
EX-99.2 - EX-99.2 - Northfield Bancorp, Inc. | y84957exv99w2.htm |
Exhibit 1.1
June 4, 2010
Northfield Bancorp, MHC
Northfield Bancorp, Inc.
Northfield Bank
581 Main Street
Suite 810
Woodbridge, New Jersey 07095
Northfield Bancorp, Inc.
Northfield Bank
581 Main Street
Suite 810
Woodbridge, New Jersey 07095
Attention: | Mr. John W. Alexander Chairman, President and Chief Executive Officer |
Ladies and Gentlemen:
We understand that the Board of Trustees of Northfield
Bancorp, MHC (MHC) and the Boards of
Directors of the MHCs subsidiaries, Northfield Bancorp, Inc. (Northfield Bancorp) and Northfield
Bank (the Bank), have adopted a Plan of Conversion and Reorganization (the Plan) pursuant to
which the Company will be converted from mutual holding company to stock holding company form, and
all of the shares of Northfield Bancorp currently outstanding (other than shares held by the MHC)
will be exchanged for shares of common stock of a successor stock holding company to be formed in
connection with the reorganization (the Holding Company). Concurrently with the reorganization,
the Holding Company also intends to offer and sell certain shares of common stock (the Shares) in
a public offering to be conducted on a best efforts basis. The MHC, Northfield Bancorp, the Holding
Company and the Bank are sometimes collectively referred to herein as the Company and their
respective Boards of Directors are collectively referred to herein as the Board.
Under the terms of the Plan and applicable
regulations, the Shares will be offered first to
eligible members of the MHC and the Companys tax-qualified employee stock benefit plans in a
Subscription Offering and, concurrently and subject to the prior rights of eligible members, to the
public in a Direct Community Offering (collectively, the Subscription and Direct Community
Offering), with a preference given in the Direct Community Offering to Northfield Bancorps
existing shareholders and residents of the Banks community. Shares not subscribed for in the
Subscription and Direct Community Offering will be offered to the general public in a Syndicated
Community Offering (together with the Subscription and Direct Community Offering, the Offering).
Sandler ONeill & Partners, L.P. (Sandler ONeill) is pleased to assist the Company with the
Offering and this letter is to confirm the terms and conditions of our engagement.
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Marketing Agent Services
In connection with our engagement, we anticipate
that our services will include the following:
1. | Consulting as to the financial and securities market implications of the Plan; | ||
2. | Reviewing with the Board the financial impact of the Offering on the Company, based upon the independent appraisers appraisal of the common stock of the Holding Company; | ||
3. | Reviewing all offering documents, including the Prospectus, stock order forms and related offering materials (it being understood that preparation and filing of such documents will be the responsibility of the Company and its counsel); | ||
4. | Assisting in the design and implementation of a marketing strategy for the Offering; | ||
5. | Assisting management in scheduling and preparing for meetings with potential investors and other broker-dealers in connection with the Offering; and | ||
6. | Providing such other general advice and assistance as may be reasonably necessary to promote the successful completion of the Offering. |
Sandler ONeill will act as exclusive marketing
agent for the Company in the Subscription and
Direct Community Offering and will serve as sole book-running manager of the Syndicated Community
Offering. The Company, in consultation with Sandler ONeill, may invite an additional investment
banking firm to serve as co-manager of the Syndicated Community Offering (Co-manager). Sandler
ONeill may also seek to form a syndicate of registered dealers to assist in the Syndicated
Community Offering (all such registered dealers participating in the Offering, including Sandler
ONeill and the Co-manager, the Syndicate Member Firms). Sandler ONeill will consult with the
Company in selecting the Syndicate Member Firms and the extent of their participation in the
Offering. Pursuant to the terms of the Plan, Sandler ONeill will endeavor to distribute the
Shares among dealers in a fashion that best meets the distribution objectives of the Company and
the requirements of the Plan, which may result in limiting the allocation of stock to certain
Syndicate Member Firms. It is understood that in no event shall any Syndicate Member Firm be
obligated to take or purchase any Shares in the Offering.
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Fees
If the Offering is consummated, the Company
agrees to pay Sandler ONeill for its marketing
agent services a fee of 1.00% of the aggregate Actual Purchase Price of all Shares sold in the
Subscription and Direct Community Offering, excluding Shares purchased by or on behalf of (i) any
employee benefit plan or trust of the Company established for the benefit of its directors,
officers and employees, and (ii) any director, officer or employee of the Company or members of
their immediate families (whether directly or through a personal trust).
With respect to any Shares sold in the
Syndicated Community Offering, the Company agrees to
pay (a) a management fee of 1.00% of the aggregate Actual Purchase Price of all Shares sold in the
Syndicated Community Offering, of which up to 20% shall be paid to the Co-manager, if any, and the
remainder to Sandler ONeill, and (b) a selling concession on each Share sold in the Syndicated
Community Offering, which shall not exceed 4.00% of the Actual Purchase Price of the Shares and
which shall be payable to the Syndicate Member Firm credited with selling such Share in the
Syndicated Community Offering. Sandler ONeill shall be entitled to a minimum of seventy percent
(70%) participation in such offering and the Co-manager, if any, shall be entitled to a maximum of
twenty percent (20%) participation in such offering.
For purposes of this letter, the term
Actual Purchase Price shall mean the price at which
the shares of the Companys common stock are sold in the Offering. It is understood and agreed
that no fee shall be paid with respect to any shares issued to minority shareholders in exchange
for their current shares as a result of the reorganization. All marketing agent fees payable
hereunder shall be payable in cash, check or wire at the time of the closing of the Offering.
Records Agent Services
The Company agrees that Sandler ONeill
shall also serve as records management agent for the
Company in connection with the Offering. In our role as Records Agent, we anticipate that our
services will include the services outlined below, each as may be necessary and as the Company may
reasonably request:
1. | Consolidation of Deposit Accounts and Vote Calculation; | ||
2. | Design and Preparation of Proxy Forms for Member Vote and Stock Order Forms for the Subscription and Direct Community Offering; | ||
3. | Organization and Supervision of the Conversion Center; | ||
4. | Proxy Solicitation and Special Meeting Services for Member Meeting; and | ||
5. | Subscription Services. |
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Each of these services is further described in
Appendix A to this agreement. The Company
will furnish Sandler ONeill with such information as Sandler ONeill reasonably believes
appropriate to its assignment (all such information so furnished being the Records). The Company
recognizes and confirms that Sandler ONeill (a) will use and rely primarily on the Records without
having independently verified the same, and (b) does not assume responsibility for the accuracy or
completeness of the Records.
Sandler ONeill, as Records Agent hereunder,
(a) shall have no duties or obligations other
than those specifically set forth herein; (b) will be regarded as making no representations and
having no responsibilities as to the validity, sufficiency, value or genuineness of any order form
or any stock certificates or the shares represented thereby, and will not be required to and will
make no representations as to the validity, value or genuineness of the offer; (c) shall not be
liable to any person, firm or corporation including the Company by reason of any error of judgment
or for any act done by it in good faith, or for any mistake of law or fact in connection with this
agreement and the performance hereof unless caused by or arising out of its own willful misconduct,
bad faith or gross negligence; (d) will not be obliged to take any legal action hereunder which
might in its judgment involve any expense or liability, unless it shall have been furnished with
reasonable indemnity satisfactory to it; and (e) may rely on and shall be protected in acting in
reliance upon any certificate, instrument, opinion, notice, letter, telex, telegram, or other
document or security delivered to it and in good faith believed by it to be genuine and to have
been signed by the proper party or parties.
Expenses
If the Offering is consummated, Sandler ONeill
shall bear all of its out-of-pocket expenses
incurred in connection with the Offering, including fees and disbursements of their legal counsel.
If the Offering is not consummated, the Company agrees to reimburse Sandler ONeill for its
reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, including,
without limitation, legal fees and expenses, data processing fees and expenses, postage, document
production, advertising, syndication and travel expenses, up to a maximum of $150,000; provided,
however, that Sandler ONeill shall document such expenses to the reasonable satisfaction of the
Company. Any such expense reimbursement shall be payable in cash upon the termination of Sandler
ONeills engagement hereunder or termination of the Offering, as the case may be. The provisions
of this paragraph are not intended to apply to or in any way impair the indemnification provisions
of this letter.
As is customary, the Company will bear all other
expenses incurred in connection with the
Offering and the Conversion Center, including, without limitation, (a) the cost of obtaining all
securities and bank regulatory approvals, including any required FINRA filing fees; (b) the cost of
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printing and distributing the offering materials; (c) the costs of blue sky qualification
(including fees
and expenses of blue sky counsel) of the Shares in the various states; (d) listing fees; (e)
all fees and disbursements of the Companys counsel, accountants and other advisors; and (f) the
establishment and operational expenses for the Conversion Center (e.g., postage, telephones,
supplies, temporary employees, etc.). In the event Sandler ONeill incurs any such fees and
expenses on behalf of the Company, the Company will reimburse Sandler ONeill for such fees and
expenses whether or not the Offering is consummated.
Due Diligence Review
Sandler ONeills obligation to
perform the services contemplated by this letter shall be
subject to the satisfactory completion of such investigation and inquiries relating to the Company
and its directors, officers, agents and employees as Sandler ONeill and its counsel in their sole
discretion may deem appropriate under the circumstances. In this regard, the Company agrees that,
at its expense, it will make available to Sandler ONeill all information that Sandler ONeill
requests, and will allow Sandler ONeill the opportunity to discuss with the Companys management
the financial condition, business and operations of the Company. The Company acknowledges that
Sandler ONeill will rely upon the accuracy and completeness of all information received from the
Company and its directors, officers, employees, agents, independent accountants and counsel.
Blue Sky Matters
Sandler ONeill and the Company agree
that the Companys counsel shall serve as counsel with
respect to blue sky matters in connection with the Offering. The Company shall cause such counsel
to prepare a Blue Sky Memorandum related to the Offering, including Sandler ONeills participation
therein, and shall furnish Sandler ONeill a copy thereof addressed to Sandler ONeill or upon
which such counsel shall state Sandler ONeill may rely.
Confidentiality
Except as contemplated in connection with
the performance of its services under this
agreement, as authorized by the Company or as required by law, regulation or legal process, Sandler
ONeill agrees that it will treat as confidential all material, non-public information relating to
the Company obtained in connection with its engagement hereunder (the Confidential Information);
provided, however, that Sandler ONeill may disclose such information to its agents, consultants
and advisors who are assisting or advising Sandler ONeill in performing its services hereunder and
to
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any Co-manager, provided they have agreed to be bound by the terms and conditions of this
paragraph.
As used in this paragraph, the term Confidential Information shall not include information
which (a) is or becomes generally available to the public other than as a result of a disclosure by
Sandler ONeill, (b) was available to Sandler ONeill on a non-confidential basis prior to its
disclosure to Sandler ONeill by the Company, or (c) becomes available to Sandler ONeill on a
non-confidential basis from a person other than the Company who is not otherwise known to Sandler
ONeill, upon due inquiry, to be bound not to disclose such information pursuant to a contractual,
legal or fiduciary obligation.
Indemnification
The Company agrees to indemnify and hold Sandler
ONeill and its affiliates and their
respective partners, directors, officers, employees, agents and controlling persons within the
meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of
1934 (Sandler ONeill and each such person being an Indemnified Party) harmless from and against
any and all losses, claims, damages and liabilities, joint or several, to which such Indemnified
Party may become subject under applicable federal or state law, or otherwise, related to or arising
out of the Offering or the engagement of Sandler ONeill pursuant to, or the performance by Sandler
ONeill of the services contemplated by, this letter, and will reimburse any Indemnified Party for
all expenses (including reasonable legal fees and expenses) as they are incurred, including
expenses incurred in connection with the investigation of, preparation for or defense of any
pending or threatened claim or any action or proceeding arising therefrom, whether or not such
Indemnified Party is a party; provided, however, that the Company shall only be obligated to pay
for one separate counsel (in addition to any required local counsel) in any one action or
proceeding or group of related actions or proceedings for all Indemnified Parties collectively, and
provided further that the Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or expense (a) arises out of or is based upon any untrue statement
of a material fact or the omission of a material fact required to be stated therein or necessary to
make not misleading any statements contained in any final prospectus, or any amendment or
supplement thereto, made in reliance on and in conformity with written information furnished to the
Company by Sandler ONeill expressly for use therein, or (b) is primarily attributable to the gross
negligence, willful misconduct or bad faith of Sandler ONeill. If the foregoing indemnification
is unavailable for any reason other than for the reasons stated in subparagraph (a) or (b) above,
the Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the
proportion that its financial interest in the Offering bears to that of Sandler ONeill.
The Company agrees to notify Sandler ONeill
promptly of the assertion against it or any other
person of any claim or the commencement of any action or proceeding relating to any
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transaction
contemplated by this agreement.
Miscellaneous
The Company hereby acknowledges and agrees that
the financial models and presentations used by
Sandler ONeill in performing its services hereunder have been developed by and are proprietary to
Sandler ONeill and are protected under applicable copyright laws. The Company agrees that it will
not reproduce or distribute all or any portion of such models or presentations without the prior
written consent of Sandler ONeill.
Sandler ONeill and the Company agree that
(a) except as set forth in clause (b) below, the
foregoing represents the general intention of the Company and Sandler ONeill with respect to the
services to be provided by Sandler ONeill in connection with the Offering, which will serve as a
basis for Sandler ONeill commencing activities, and (b) the only legal and binding obligations of
the Company and Sandler ONeill with respect to the Offering shall be (i) the obligations set forth
under the captions Expenses, Confidentiality and Indemnification, and (ii) as set forth in a
duly negotiated and executed definitive Agency Agreement to be entered into prior to the
commencement of the Offering relating to the services of Sandler ONeill in connection with the
Offering. Such Agency Agreement shall be in form and content satisfactory to Sandler ONeill and
the Company and their respective counsel and shall contain standard indemnification and
contribution provisions consistent herewith.
Sandler ONeills execution of such Agency
Agreement shall also be subject to (a) Sandler
ONeills satisfaction with its investigation of the Companys business, financial condition and
results of operations, (b) preparation of offering materials that are satisfactory to Sandler
ONeill, (c) compliance with all relevant legal and regulatory requirements to the reasonable
satisfaction of Sandler ONeill, (d) agreement that the price established by the independent
appraiser for the Offering is reasonable, and (e) market conditions at the time of the proposed
Offering.
This Agreement constitutes the entire agreement
between the parties with respect to the
subject matter hereof and can be altered only by written consent signed by the parties. This
Agreement shall be construed and enforced in accordance with the laws of the State of New York,
without regard to the conflicts of laws principles thereof.
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Please confirm that the foregoing correctly
sets forth our agreement by signing and returning
to Sandler ONeill the duplicate copy of this letter enclosed herewith.
Very truly yours, | ||||||
SANDLER ONEILL & PARTNERS, L.P. | ||||||
By: | Sandler ONeill & Partners Corp., | |||||
the sole general partner | ||||||
By: | /s/ Catherine A. Lawton
|
|||||
An officer of the Corporation |
Accepted and agreed to as of
the date first written above:
the date first written above:
NORTHFIELD BANCORP, MHC
NORTHFIELD BANCORP, INC.
NORTHFIELD BANK
NORTHFIELD BANCORP, INC.
NORTHFIELD BANK
By:
|
/s/ John W. Alexander
|
|||
Chairman, President and Chief Executive Officer |
APPENDIX A
RECORDS AGENT SERVICES
I. | Consolidation of Deposit Accounts/Vote Calculation |
1. | Consolidate files in accordance with regulatory guidelines and create central file. | ||
2. | Our EDP format will be provided to your data processing people. | ||
3. | Vote calculation. |
II. | Design and Preparation of Proxy and Stock Order Forms |
1. | Assist in designing proxy cards and stock order forms for voting and ordering stock. | ||
2. | Prepare deposit account holder data for proxy cards and stock order forms (stockholder data to be supplied by Companys transfer agent). |
III. | Organization and Supervision of Conversion Center |
1. | Advising on the physical organization of the Conversion Center, including materials requirements. | ||
2. | Assist in the training of all Bank personnel and temporary employees who will be staffing the Conversion Center. | ||
3. | Establish reporting procedures. | ||
4. | On-site supervision of the Conversion Center during the proxy solicitation/offering period. |
IV. | Special Meeting of Members Services |
1. | Proxy and ballot tabulation. | ||
2. | Act as or support inspector of election, it being understood that Sandler ONeill will not act as inspector of election in the case of a contested election. | ||
3. | If required, delete voting record date accounts closed prior to special meeting. | ||
4. | Produce final report of vote. |
V. | Subscription Services |
1. | Produce list of depositors by state (Blue Sky report). | ||
2. | Production of subscription rights and research books. | ||
3. | Stock order form processing. | ||
4. | Acknowledgment letter to confirm receipt of stock order. | ||
5. | Daily reports and analysis. | ||
6. | Proration calculation and share allocation in the event of an oversubscription. | ||
7. | Produce charter shareholder list. | ||
8. | Interface with Transfer Agent for Stock Certificate issuance. | ||
9. | Refund and interest calculations. | ||
10. | Confirmation letter to confirm purchase of stock. | ||
11. | Notification of full/partial rejection of orders. | ||
12. | Production of 1099/Debit tape. |