The Offering. In accordance with a plan of conversion adopted by the Board of Directors of the Bank (the “Plan”), the Bank intends to convert from the mutual form of organization to the stock form of organization (the “Conversion”). In connection with the Conversion, the Bank will become a wholly owned subsidiary of the Holding Company. Pursuant to the Plan, the Holding Company will offer and sell up to 3,680,000 shares (subject to increase up to 4,232,000 shares) (the “Shares” or “Offer Shares”) of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with Qualifying Deposits (as defined in the Plan) as of September 30, 2012 (“Eligible Account Holders”), (2) the Bank’s tax-qualified employee plans, including the employee stock ownership plan established by the Bank (the “ESOP”), (3) Supplemental Eligible Account Holders (as defined in the Plan); and (4) Other Members (as defined in the Plan). Subject to the prior subscription rights of the above-listed parties, the Holding Company may offer for sale in a community offering (the “Community Offering” and when referred to together with or subsequent to the Subscription Offering, the “Subscription and Community Offering”) the Offer Shares not subscribed for or ordered in the Subscription Offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered with a preference given to natural persons (including trusts of natural persons) residing in the Community (as defined in the Plan), and thereafter to cover orders of other members of the general public. It is anticipated that any Shares not subscribed for in the Subscription and Community Offering may be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) (the Subscription Offering, Community Offering and Syndicated Community Offering are collectively referred to as the “Offering”). It is acknowledged that the purchase of Offer Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Plan and that the Holding Company may reject, in whole or in part, any orders received in the Community Offering or the Syndicated Community Offering. In connection with the Conversion, the Bank filed with the Office of the Comptroller of the Currency (the “OCC”) an application on Form AC for conversion to a stoc...
The Offering. The MHC, in accordance with the Plan of Conversion and Reorganization, as amended (the “Plan”), intends to convert from the federally-chartered mutual holding company form of organization to the stock holding company form of organization (the “Conversion”) in accordance with the laws of the United States and 12 C.F.R. Part 259 (Regulation MM) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) (collectively, the “Conversion Regulations”). In connection with the Conversion, the Holding Company will offer shares of Common Stock (as defined below) on a priority basis to (1) Eligible Account Holders; (2) Tax-Qualified Employee Stock Benefit Plans of the Holding Company or Bank; (3) Supplemental Eligible Account Holders; and (4) Other Depositors (all capitalized terms used in this Agreement and not defined in this Agreement shall have the meanings set forth in the Plan). Pursuant to the Plan, the Holding Company is offering a minimum of 2,422,500 shares and a maximum of 3,277,500 shares of common stock, par value $0.01 per share (the “Common Stock”) (subject to an increase of up to 3,769,125 shares) (the “Offer Shares”), in the Subscription Offering, and, if necessary, (1) the Community Offering and/or (2) the Syndicated Community Offering (collectively, the “Offering”). The Holding Company will sell the Offer Shares in the Offering at $10.00 per share (the “Purchase Price”). Pursuant to the Plan, the Holding Company will issue a minimum of 1,404,162 shares and a maximum of 1,899,748 shares of its Common Stock (subject to an increase of up to 2,184,710 shares) (the “Exchange Shares”) to existing public stockholders of the Mid-Tier Holding Company in exchange for their existing shares of the Mid-Tier Holding Company (the “Exchange”) so that, upon completion of the Offering and the Exchange, 100% of the outstanding shares of Common Stock of the Holding Company will be publicly held, 100% of the outstanding shares of common stock of the Bank will be held by the Holding Company, and the MHC and the Mid-Tier Holding Company will cease to exist. Collectively, the Offer Shares and the Exchange Shares may also be termed the “Shares.” If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, where applicable.
The Offering. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, severally and not jointly, the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company at the price (the “Purchase Price”) set forth in Schedule B hereto the aggregate principal amount of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto subject to adjustment in accordance with Section 7 hereof. In addition, the Company hereby grants to the several Underwriters the option to purchase and, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, ratably in accordance with the number of Firm Notes to be purchased by each of them, all or a portion of the Additional Notes, at the same Purchase Price to be paid by the Underwriters for the Firm Notes (without giving effect to any accrued interest from the Closing Date to the Additional Closing Date). This option may be exercised by the Representative on behalf of the several Underwriters at any time and from time to time in whole or in part by written notice from the Representative to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate principal amount of Additional Notes as to which the option is being exercised and (ii) the date, time and place at which such Additional Notes are to be delivered (such date, the “Additional Closing Date” and such time of such date, the “Additional Time of Purchase”); provided, however, that the Additional Time of Purchase may be simultaneous with, but shall not be earlier than the Time of Purchase (as defined below) and shall not be earlier than two nor later than five full business days after delivery of such notice of exercise. The aggregate principal amount of Additional Notes to be sold to each Underwriter shall be the aggregate principal amount which bears the same proportion to the total aggregate principal amount of Additional Notes being purchased as the number of Firm Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate principal amount of Firm Not...
The Offering. (a) The sale of the Shares to the Purchasers shall be effected in a manner that is in compliance with applicable Securities Laws and upon the terms set out in the Prospectus and in this Agreement. The Agents will use their best efforts to arrange for Purchasers for the Shares in the Qualifying Provinces and in those jurisdictions outside of Canada as may be agreed upon by the Company and the Agents, acting reasonably, in connection with the Offering; however, it is understood and agreed that the Agents shall have no obligation to purchase the Shares.
(b) The Company agrees that the Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in the soliciting of offers to purchase the Shares. The Agents have the exclusive right to control all compensation arrangements between the members of the selling group (comprised of such Selling Firms) and the Agents. The Company grants all of the rights and benefits of this Agreement to any Selling Firm so appointed by the Agents and appoints the Agents as trustees of such rights and benefits for such Selling Firms, and the Agents hereby accept such trust and agree to hold such rights and benefits for and on behalf of such Selling Firms. The Agents shall ensure that any Selling Firm appointed pursuant to the provisions of this subsection 3(b) or with whom the Agents have a contractual relationship with respect to the Offering, if any, agrees with the Agents to comply with the covenants and obligations given by the Agents herein.
(c) The Company represents and warrants to, and covenants and agrees with, the Agents that the Company has prepared and filed the Preliminary Prospectus and has obtained pursuant to the Passport System, a Passport Decision Document in respect of the proposed distribution of the Shares. The Company has prepared and will promptly, after the execution and delivery of this Agreement, file the Final Prospectus in each of the Qualifying Provinces with the Canadian Securities Regulators under applicable Securities Laws, and will use its best efforts to obtain a Passport Decision Document for the Final Prospectus in order to qualify the Shares for distribution in each of the Qualifying Provinces, as soon as possible, and in any event not later than 2:00 p.m. (Vancouver time)/5:00 p.m. (Toronto time) on November 16, 2012 (or such other time and/or later date as the Company and the Lead Agent may agree) and until the day on which ...
The Offering. On October 21, 2009, the Board of Directors of the Bank adopted a Plan of Conversion (the “Plan”), which provides for (i) the conversion of the Bank from the mutual to the stock form of organization in accordance with the laws of the United States and the applicable regulations of the Office of Thrift Supervision (the “OTS”) (collectively, the “Conversion Regulations”), the issuance of all of the Bank’s outstanding common stock to the Holding Company and the issuance of all of the outstanding common stock of the Holding Company in the Offering (as hereinafter defined) (the “Conversion”). Upon completion of the Conversion, the Bank will be a wholly owned subsidiary of the Holding Company. As part of the Plan, the Holding Company is offering up to 575,000 shares (subject to an increase of up to 661,250 shares) (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), in (i) a subscription offering (the “Subscription Offering”) and, if necessary, (ii) a direct community offering (the “Community Offering”) and (iii) a syndicated community offering (the “Syndicated Community Offering” and, collectively with the Subscription Offering and the Community Offering, the “Offering”), in connection with the Conversion. The Holding Company will issue the Shares at a purchase price of $10.00 per share (the “Purchase Price”). If the number of Shares is increased or decreased in accordance with the Plan, the term “Shares” as used herein shall mean such greater or lesser number, where applicable. All references to the Bank herein shall include the Bank in its current form and post-Conversion as a wholly owned subsidiary of the Holding Company, as applicable. In the Subscription Offering, non-transferable rights to subscribe for between 425,000 and 575,000 Shares (subject to an increase of up to 661,250 Shares) of the Common Stock (the “Subscription Rights”) will be granted, in the following order of priority: (i) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on September 30, 2008 (the “Eligible Account Holders”); (ii) the Bank’s tax-qualified employee benefit plans; (iii) the Bank’s depositors with aggregate account balances of at least $50.00 as of the close of business on (the “Supplemental Eligible Account Holders”); and (iv) to depositors of the Bank as of (the “Other Members”). The Holding Company may offer Shares, if any, remaining after the Subscription Offering in the Community Offering on ...
The Offering. In accordance with a plan of conversion and reorganization (the “Plan” or “Plan of Conversion”), adopted by the Boards of Directors of the Company, the Bank and the MHC the Bank will convert from the mutual holding company structure to a fully public stock holding company structure. As part of the Plan, the following steps will be effectuated: (i) the Company will be organized as a Maryland corporation; (ii) Farmington Holding, Inc., a Connecticut-chartered business corporation, will be organized as a first-tier stock subsidiary of the MHC (the “Mid-Tier Holding Company”); (iii) the MHC will contribute to the Mid-Tier Holding Company 100% of the Bank common stock held by the MHC, which represents all of the Bank common stock issued and outstanding; (iv) the MHC will merge with and into the Mid-Tier Holding Company with the Mid-Tier Holding Company as the resulting entity (the “MHC Merger”), pursuant to a plan of merger, whereby the shares of Mid-Tier Holding Company common stock held by the MHC will be canceled and the deposit account holders of the Bank specified in the Plan will constructively receive liquidation interests in the Mid-Tier Holding Company in exchange for their depositor interests in the MHC; (v) immediately after the MHC Merger, the Mid-Tier Holding Company will merge with and into the Company with the Company as the resulting entity (the “Mid-Tier Merger”) pursuant to a plan of merger, whereby the Bank will become the wholly-owned subsidiary of the Company (as part of the Mid-Tier Merger, the liquidation interests in the Mid-Tier Holding Company constructively received by the depositors of the Bank as part of the MHC Merger will automatically, without further action on the part of the holders thereof, be exchanged for an interest in the liquidation accounts to be established in the Conversion (as defined herein); and (vi) immediately after the Mid-Tier Merger, the Company will offer and sell its common stock, $0.01 par value per share (the “Common Shares”) in the Offering (as defined herein). Pursuant to the Plan, the Company will offer and sell up to 14,950,000 of its Common Shares (subject to increase to up to 17,192,500 Common Shares), in a subscription offering (the “Subscription Offering”) to: (1) depositors of the Bank with Qualifying Deposits, as defined in the Plan, as of December 31, 2009 (“Eligible Deposit Account Holders”); (2) the Tax-Qualified Employee Stock Benefit Plans (as defined in the Plan); and (3) depositors of the B...
The Offering. (a) We will seek to assist you to raise capital through a Regulation A, Tier 2 offering (the “Offering”) of the Securities to accredited and non-accredited investors (the “Investors”) in an exempt transaction under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”). We expect that the Offering will result in gross proceeds to the Issuer of up to $50,000,000. The actual terms and amount of the Offering will depend on market conditions, and will be subject to negotiation between the Issuer, Placement Agent and the prospective investors.
(b) The Issuer expressly acknowledges that: (i) the Offering will be undertaken an a “best efforts” basis, (ii) Placement Agent will not be required to purchase any Securities from the Issuer, and (iii) the execution of this Agreement does not constitute a commitment by Placement Agent to consummate any transaction contemplated hereunder and does not ensure a successful Offering or the ability of Placement Agent to secure any financing on behalf of the Issuer.
(c) During the Term (as defined below), the Issuer and its affiliates agree not to engage any other broker-dealer or intermediary and shall not utilize a placement agent, broker-dealer or other intermediary to solicit, negotiate with or enter into any agreement with any investor or other financing source unless such engagement is through Placement Agent. The Issuer represents and warrants that the execution, delivery and performance of this Agreement does not violate the terms of any agreement or understanding to which Issuer or its affiliates are a party or to which Issuer or its affiliates are bound with any other person or entity.
(d) You acknowledge that we may ask other FINRA and SEC member broker-dealers to participate as soliciting dealers (“Soliciting Dealers”) for the Offering. Upon appointment of any such Soliciting Dealer, we shall be permitted to re-allow all or part of our fees and expense allowance as described below. Such Soliciting Dealer shall automatically receive the benefits of this agreement, including the indemnification rights provided for herein upon their execution of a soliciting dealer agreement (the “Soliciting Dealer Agreement”) with us that confirms that such Soliciting Dealer is entitled to the benefits of this agreement, including the indemnification rights provided for herein. Unless otherwise agreed to by the Issuer, the Issuer will not be responsible for paying any placement agency fees, commissions or expens...
The Offering. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement relating to the offering (the “Offering”) by the Company of Subscribed Shares and related Warrants. The closing of the Offering to which this Subscription Agreement relates (the “Closing”) may be scheduled by the Company at any time after the execution of this Subscription Agreement. Additional Securities may have been and may continue to be offered and sold from time to time in the Offering, until the date on which the Offering is concluded, through additional closings conducted by the Company with respect to those additional Securities sold.
The Offering. The Primary Parties, in accordance with the Plan of Reorganization and Stock Offering of First Mutual of Richmond, Inc., dated as of February 6, 2019 (the “Plan”), adopted by the Boards of Directors of the Primary Parties, intend to convert from the mutual holding company form of organization to a stock holding company form of organization (the “Conversion”) in compliance with Section 28-1-2-23 of the Indiana Code (the “IDFI Regulations”) and the applicable provisions of 12 CFR Part 239 (but specifically excluding certain provisions including but not limited to Section 239.55) (the “Conversion Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Conversion, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on December 31, 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Company and the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [•] (“Supplemental Eligible Account Holders”) and (4) any person who is a Voting Member of the MHC at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”). The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons (including trusts of natural persons) residing in Wxxxx, Fxxxxxx, Xxxxx, Rxxxxxxx, Xxxxxx and Union counties in the state of Indiana, and Darke, Franklin, Miami, Pxxxxx and Shelby counties in the state of Ohio. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the gene...
The Offering. The Company intends to offer and sell up to 1,000,000 Depositary Shares (the “Shares”), each representing a 1/40th interest in a 6.50% Noncumulative Redeemable Convertible Perpetual Preferred Share, Series B, no par value per share and a liquidation preference of $1,000.00 per share (the “Series B Shares”), in an offering to subscribers in the following order of priority: (1) current common equity shareholders of the Company (the “Shareholder Offering”), and (2) the Company’s customers and residents of the communities it serves (the “Community Offering”). Subject to the preference of subscriptions received first in the Shareholder Offering, and second in the Community Offering, it is anticipated that any Shares not subscribed for in the Shareholder Offering and the Community Offering may be offered to certain members of the general public on a best efforts basis by the Agent (the “Syndicated Offering”) (the Shareholder Offering, Community Offering and Syndicated Offering are collectively referred to as the “Offering”). The Series B Shares will, when issued, be deposited by the Company against delivery of depositary receipts (“Depositary Receipts”) to be issued by Illinois Stock Transfer Company (the “Depositary”) evidencing the Shares, under a Deposit Agreement to be dated November 1, 2013 (the “Deposit Agreement”), among the Company, the Depositary, and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Shares. The Series B Shares, the Shares and the Conversion Shares (as defined below) are herein collectively referred to as the “Securities.” The Series B Shares will have the terms and provisions set forth in a certificate of amendment to the Articles of Incorporation of the Company (the “Certificate of Designations”) to be filed by the Company with the Secretary of State of the State of Ohio. It is acknowledged that the purchase of Shares in the Offering is subject to the maximum and minimum purchase limitations as described in the Prospectus (as defined below) and that the Company may in its sole discretion reject, in whole or in part, any orders received in the Offering. Subscription funds received in the offering prior to the satisfaction of all closing conditions contained herein will be delivered to U.S. Bank, as escrow agent, by 12:00 P.M. on the next business day, and immediately deposited into a segregated account established at U.S. Bank for such purpose. If the Offering ...
