Attached files
file | filename |
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EX-99.1 - APPRAISAL - Ottawa Bancorp Inc | d189351dex991.htm |
EX-23.3 - CONSENT - Ottawa Bancorp Inc | d189351dex233.htm |
EX-23.2 - CONSENT - Ottawa Bancorp Inc | d189351dex232.htm |
EX-10.2 - 401(K) PLAN DOC - Ottawa Bancorp Inc | d189351dex102.htm |
EX-10.1 - ESOP LOAN DOCS - Ottawa Bancorp Inc | d189351dex101.htm |
EX-8.1 - FORM OF TAX OPINION - Ottawa Bancorp Inc | d189351dex81.htm |
EX-5.0 - FORM OF OPINION - Ottawa Bancorp Inc | d189351dex50.htm |
EX-4.0 - STOCK CERTIFICATE - Ottawa Bancorp Inc | d189351dex40.htm |
EX-3.2 - BYLAWS - Ottawa Bancorp Inc | d189351dex32.htm |
EX-3.1 - ARTICLES OF INCORPORATION - Ottawa Bancorp Inc | d189351dex31.htm |
EX-1.2 - RECORDS AGENT LTR - Ottawa Bancorp Inc | d189351dex12.htm |
S-1 - FORM S-1 - Ottawa Bancorp Inc | d189351ds1.htm |
Exhibit 1.1
INVESTMENT BANKING GROUP |
March 21, 2016
Boards of Directors
Ottawa Savings Bancorp MHC
Ottawa Savings Bancorp, Inc.
Ottawa Savings Bank
925 LaSalle Street
Ottawa, IL 61350
Attention: | Mr. Jon L. Kranov |
Chairman. President and Chief Executive Officer
Ladies and Gentlemen:
We understand that the Boards of Directors of Ottawa Savings Bancorp MHC (the MIIC) and its subsidiaries, Ottawa Savings Bancorp, Inc. (Ottawa Savings) and Ottawa Savings Bank (the Bank), are considering the adoption of 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 Ottawa Savings 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. The MHC, Ottawa Savings, 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 depositors of the Bank and the Companys tax-qualified employee stock benefit plans in a subscription offering (the Subscription Offering) and, concurrently and subject to the prior rights of eligible depositors, to certain persons in a community offering, with a preference given in the community offering to residents of the Banks community (the Community Offering, and together with the Subscription Offering, the Subscription and Community Offering). Shares not subscribed for in the Subscription and Community Offering, if any, may be offered to the general public in a syndicated community offering (the Syndicated Offering). The Subscription and Community Offering and any Syndicated Offering are collectively referred to herein as the Offering. Sandler ONeill & Partners, L.P. (Sandler ONeill) is pleased to assist the Company with the Offering and this letter (the Agreement) is to confirm the terms and conditions of our engagement.
SANDLER ONEILL + PARTNERS, L.P.
1251 Avenue of the Americas, 6th Floor, New York, NY 10020
T: (212) 466-7700 / (800) 635-6855
www.sandleroneill.com
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 2 |
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 and any related corporate documents; |
2. | Reviewing with the Board the financial impact of the Offering on the Company, based upon the independent appraisers appraisal of the Holding Companys common stock; |
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, implementation and execution of a marketing strategy for the Offering; |
5. | Assisting management in scheduling and preparing for meetings with potential investors and/or other broker-dealers in connection with the Offering, including assistance in preparing presentation materials for such meetings; and |
6. | Providing such other general advice and assistance as may be requested to promote the successful completion of the Offering. |
Sandler ONeill will act as exclusive marketing agent for the Company in the Subscription and Community Offering and will serve as sole manager of the Syndicated Offering. Sandler ONeill may also seek to form a syndicate of registered dealers to assist in the Syndicated Offering (all such registered dealers participating in the Syndicated Offering, including Sandler ONeill, the Syndicate Member Firms). Sandler ONeill will consult with the Company in selecting any 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.
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 3 |
FEES
For its services in the Subscription Offering, the Company agrees to pay to Sandler ONeill a fee of 1.50% of the aggregate Actual Purchase Price of all Shares sold in the Subscription 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).
For its services in the Community Offering, the Company agrees to pay to Sandler ONeill a fee of 2.50% of the aggregate Actual Purchase Price of all Shares sold in the Community Offering.
For its services in the Syndicated Offering, the Company agrees to pay to Sandler ONeill a fee of 6.00% of the aggregate Actual Purchase Price of all Shares sold in the Syndicated Offering.
For purposes of this letter, the term Actual Purchase Price shall mean the price at which the Shares are sold in the Offering. It is understood and agreed that no fee shall be paid with respect to any shares of the Holding Companys common stock issued to minority stockholders in exchange for their current shares as a result of the reorganization. All fees payable hereunder shall be due and payable in immediately available funds by wire transfer at the time of the closing of the Offering.
COSTS AND EXPENSES
In addition to any fees that may be payable to Sandler ONeill hereunder and the expenses to be borne by the Company pursuant to the following paragraph, the Company agrees to reimburse Sandler ONeill, upon request made from time to time, for its reasonable out-of-pocket expenses incurred in connection with its engagement hereunder, regardless of whether the Offering is consummated, including, without limitation, legal fees and expenses, travel, meals, lodging, postage, syndication and document production expenses; provided, however, such expenses shall not exceed $125,000 in the aggregate without the Companys prior approval, which expense cap shall be increased to $150,000 if a Syndicated Offering is undertaken. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this letter.
In recognition of the long lead times involved in the stock offering process, the Company agrees to make an advance payment to Sandler ONeill in the amount of $25,000, payable upon execution of this letter, which shall be credited against any reimbursement of expenses payable hereunder. In the event that the advance payment exceeds the amount due in reimbursement of expenses hereunder, the excess shall be refunded to the Company.
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 4 |
As is customary, the Company will bear all other expenses incurred in connection with the Offering, including, without limitation, (i) the cost of obtaining all securities and bank regulatory approvals, including any required FINRA filing fees; (ii) the cost of printing and distributing the offering materials; (iii) the costs of blue sky qualification (including fees and expenses of blue sky counsel) of the shares in the various states; (iv) listing fees; and (v) all fees and disbursements of the Companys counsel, accountants, records management agent and other advisors. 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 will cause such counsel to prepare a Blue Sky Memorandum related to the Offering, including Sandler ONeills and any other broker-dealers 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
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 5 |
Company obtained in connection with its engagement hereunder (the Confidential Information); provided, however, that Sandler ONeill may disclose such information to its agents and advisors who are assisting or advising Sandler ONeill in performing its services hereunder who have agreed to comply with 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 in breach of the confidentiality provisions contained herein, (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 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, 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 (each such firm and 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.
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 6 |
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 transaction contemplated by this Agreement.
DEFINITIVE AGREEMENT
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 Costs and 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 Subscription and Community 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 (i) Sandler ONeills satisfaction with its investigation of the Companys business, financial condition and results of operations, (ii) preparation of offering materials that are satisfactory to Sandler ONeill, (iii) compliance with all relevant legal and regulatory requirements to the reasonable satisfaction of Sandler ONeill, (iv) agreement that the price established by the independent appraiser is reasonable, and (v) market conditions at the time of the Offering.
REPRESENTATIONS
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions of this Agreement, the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, document or instrument to which it is a party or bound and this Agreement has been duly authorized, executed and delivered by the Company.
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 7 |
TERMINATION OF ENGAGEMENT
Sandler ONeills engagement hereunder may be terminated by the Company or Sandler ONeill at any time upon 30 days written notice to that effect, it being understood that the provisions relating to the payment of fees, costs and expenses, indemnification and the provisions contained under the caption Representations will survive any such termination.
MISCELLANEOUS
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.
Boards of Directors Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 8 |
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/ Derek Szot | |
Derek Szot | ||
Authorized Signatory |
Accepted and agreed to as of the date first above written: | ||
OTTAWA SAVINGS BANCORP MHC | ||
OTTAWA SAVINGS BANCORP, INC. | ||
OTTAWA SAVINGS BANK | ||
By: | /s/ Jon L. Kranov | |
Jon L. Kranov | ||
Chairman, President and Chief Executive Officer |