KELLER & COMPANY, INC. FINANCIAL INSTITUTION CONSULTANTS
Exhibit 99.7
XXXXXX & COMPANY, INC.
FINANCIAL INSTITUTION CONSULTANTS
000 XXXXX XXXXX XXXXX
SUITE 524
DUBLIN, OHIO 43017
(000) 000-0000 (000) 000-0000 FAX
April 29, 2015
The Board of Directors
Cincinnati Federal Savings
0000 Xxxxxxxx Xxxxxx
Cincinnati, Ohio 45247
Re: Revised Conversion Valuation Agreement
Attn: Xxxxxx Xxxxx
Xxxxxx & Company, Inc. (hereinafter referred to as XXXXXX) hereby proposes to revise the conversion appraisal of Cincinnati Federal Savings (hereinafter referred to as “Cincinnati Federal”), relating to the mutual to stock conversion of Cincinnati Federal and stock offering (“the “Stock Offering”) of Cincinnati Federal. XXXXXX will provide a revised pro forma valuation of the market value of the shares of Cincinnati Federal to be sold in connection with the standard conversion and revised text and updated tables to recognize the new stub period ended March 31, 2015.
XXXXXX is a national financial consulting firm that primarily serves the financial institution industry. XXXXXX is experienced in evaluating and appraising thrift institutions and thrift institution holding companies. XXXXXX is an approved conversion appraiser for filings with the Federal Reserve Board (“FRB”) and the Office of the Comptroller of the Currency (“OCC”), and is also approved by the Internal Revenue Service as an expert in bank and thrift stock valuations. Xxxxxx has completed conversion appraisals related to standard conversions, mutual holding company stock offerings and conversions involving foundations.
XXXXXX agrees to prepare the revised conversion appraisal in the format required by the FRB and the OCC in a timely manner for prompt filing with the FRB and the OCC. XXXXXX will provide any
additional information as requested and will complete appraisal updates in accordance with regulatory requirements and based on market conditions. Xxxxxx will also revise the tables in the prospectus based on the updated financials as of March 31, 2015, along with any changes to the original tables as of December 31, 2014.
The revised appraisal report will provide a detailed description of Cincinnati Federal, including its financial condition, operating performance, asset quality, rate sensitivity position, liquidity level and management qualifications. The appraisal will include a description of Cincinnati Federal’s market area, including both economic and demographic characteristics and trends. An analysis of other publicly-traded thrift institutions will be performed to determine a comparable group, and adjustments to the appraised value will be made based on a comparison of Cincinnati Federal with the comparable group and recognizing the risk related to an initial public offering.
In making its appraisal, XXXXXX will rely upon the information in the Subscription and Community Offering Prospectus, including the audited and unaudited financial statements as of March 31, 2015. Among other factors, XXXXXX will also consider the following: the present and projected operating results and financial condition of Cincinnati Federal; the economic and demographic conditions in Cincinnati Federal’s existing marketing area; pertinent historical financial and other information relating to Cincinnati Federal; a comparative evaluation of the operating and financial statistics of Cincinnati Federal with those of other thrift institutions; the proposed price per share; the aggregate size of the offering of common stock; the impact of the stock offering on Cincinnati Federal’s capital position and earnings potential; Cincinnati Federal’s proposed initial dividend, if any; and the trading market for securities of comparable institutions and general conditions in the market for such securities. In preparing the appraisal, XXXXXX will rely solely upon, and assume the accuracy and completeness of, financial and statistical information provided by Cincinnati Federal, and will not independently value the assets or liabilities of Cincinnati Federal in order to prepare the appraisal.
Upon completion of the revised conversion appraisal, XXXXXX will make a presentation to the board of directors of Cincinnati Federal to review the new valuation. A written presentation will be provided to each board member as a part of the overall presentation.
For its services in completing this revised appraisal and completing new tables for the prospectus, XXXXXX’x fee will be $10,000, plus
out-of-pocket expenses not to exceed $200 for travel, copying, binding, etc. Any appraisal valuation update is not a mandatory requirement but can be requested by regulators. Excluding such a request by regulators or completed voluntarily in response to changes in the market prices of thrifts, our total fee will be $10,000, including one final valuation update, which will be required.
Cincinnati Federal agrees, by the acceptance of this proposal, to indemnify XXXXXX and its employees and affiliates for certain costs and expenses, including reasonable legal fees, in connection with claims or litigation relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to XXXXXX by Cincinnati Federal or by an intentional omission by Cincinnati Federal to state a material fact in the information, provided, however, Cincinnati Federal shall not be obligated to indemnify XXXXXX for any loss, cost or expense attributable to the negligence, bad faith or willful misconduct of XXXXXX or its employees or agents or to the extent such loss, cost or expense was due to a breach of this agreement by XXXXXX.
XXXXXX agrees to indemnify Cincinnati Federal and its employees and affiliates for certain cost and expenses, including reasonable legal fees, in connection with claims or litigation relating to or based upon the negligence or willful misconduct of XXXXXX or its employees or affiliates.
This proposal will be considered accepted upon the execution of the two enclosed copies of this agreement and the return of one executed copy to XXXXXX, accompanied by the specified retainer.
XXXXXX & COMPANY, INC. | ||||||||
By: |
/s/ Xxxxxxx X. Xxxxxx | |||||||
Xxxxxxx X. Xxxxxx | ||||||||
President | ||||||||
Cincinnati Federal Savings | ||||||||
By: | /s/ Xxxxxx Xxxxx | |||||||
Xxxxxx Xxxxx | ||||||||
Chief Executive Officer | ||||||||
Date: | May 4, 2015 |
cc: | Xxx X. Xxxxxxxx, Esq. |