Attached files
file | filename |
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S-1/A - FORM S-1/A - Madison Bancorp Inc | g23701a1sv1za.htm |
EX-1.2 - EX-1.2 - Madison Bancorp Inc | g23701a1exv1w2.htm |
EX-8.2 - EX-8.2 - Madison Bancorp Inc | g23701a1exv8w2.htm |
EX-8.1 - EX-8.1 - Madison Bancorp Inc | g23701a1exv8w1.htm |
EX-2.0 - EX-2.0 - Madison Bancorp Inc | g23701a1exv2w0.htm |
EX-5.0 - EX-5.0 - Madison Bancorp Inc | g23701a1exv5w0.htm |
EX-99.4 - EX-99.4 - Madison Bancorp Inc | g23701a1exv99w4.htm |
EX-10.2 - EX-10.2 - Madison Bancorp Inc | g23701a1exv10w2.htm |
EX-10.13 - EX-10.13 - Madison Bancorp Inc | g23701a1exv10w13.htm |
EX-10.12 - EX-10.12 - Madison Bancorp Inc | g23701a1exv10w12.htm |
EX-10.11 - EX-10.11 - Madison Bancorp Inc | g23701a1exv10w11.htm |
EX-10.15 - EX-10.15 - Madison Bancorp Inc | g23701a1exv10w15.htm |
EX-10.14 - EX-10.14 - Madison Bancorp Inc | g23701a1exv10w14.htm |
EX-23.2 - EX-23.2 - Madison Bancorp Inc | g23701a1exv23w2.htm |
Exhibit
1.1
March 26, 2010
Board of Directors
Madison Square Federal Savings Bank
9649 Belair Road
Suite 300
Baltimore, MD 21236
Madison Square Federal Savings Bank
9649 Belair Road
Suite 300
Baltimore, MD 21236
Attention:
|
Mr. Michael Gavin | |
President & Chief Executive Officer |
Ladies and Gentlemen:
We understand that the Board of Directors of Madison Square Federal Savings Bank (the Bank
is considering the adoption of a Plan of Conversion (the Plan) pursuant to which the Bank will be
converted from mutual to stock form (the Conversion), and shares of the common stock of the
proposed new holding company for the Bank (the Holding Company, and together with the Bank, the
Company) will be offered and sold to the Banks eligible account holders in a Subscription
Offering and, under certain circumstances, to members of the Banks community and the general
public in a Direct Community Offering (collectively, the Offering). Sandler ONeill & Partners,
L.P. (Sandler ONeill) is pleased to assist the Company with the Offering. This letter is to
confirm the terms and conditions of our engagement.
OFFERING SERVICES
Sandler ONeill will act as exclusive marketing agent for the Company in the Offering. We
will work with the Company and its management, counsel, accountants and other advisors on the
Offering and anticipate that our services will include the following, each as may be necessary and
as the Company may reasonably request:
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 Common Stock;
3. Reviewing all offering documents, including the Prospectus, stock order forms and
Board of Directors
Madison Square Federal Savings Bank
March 26, 2010
Page 2
Madison Square Federal Savings Bank
March 26, 2010
Page 2
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 in
connection with the Offering; and
6. Providing such other general advice and assistance as may be requested to promote the
successful completion of the Offering.
FEES
If the Offering is consummated, the Company agrees to pay Sandler ONeill for its services a
fee of $140,000.
If (a) Sandler ONeills engagement hereunder is terminated for any of the reasons provided
for under the second paragraph of the section of this letter captioned Definitive Agreement, or
(b) the Offering is terminated by the Company, no fee shall be payable by the Company to Sandler
ONeill hereunder; however, the Company shall reimburse Sandler ONeill for its reasonable
out-of-pocket expenses (including legal fees) incurred in connection with its engagement hereunder
and for any fees and expenses incurred by Sandler ONeill on behalf of the Company pursuant to the
second paragraph under the section captioned Costs and Expenses below.
All fees and expense reimbursements payable to Sandler ONeill hereunder shall be payable in
cash at the time of the closing of the Offering, or upon the termination of Sandler ONeills
engagement hereunder or termination of the Offering, as the case may be. 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 fees or reimbursement of expenses payable hereunder. In the event
that the advance payment exceeds the amount due in payment of fees and reimbursement of expenses
hereunder, the excess shall be refunded to the Company.
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
Board of Directors
Madison Square Federal Savings Bank
March 26, 2010
Page 3
Madison Square Federal Savings Bank
March 26, 2010
Page 3
incurred in connection with its engagement hereunder, regardless of whether the Offering is
consummated, including, without limitation, legal fees and expenses (up to a maximum of $50,000),
travel, postage and document production expenses; provided, however, that shall Sandler ONeill
shall document such expenses to the reasonable satisfaction of the Company. 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, 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, conversion 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,
trustees, 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 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
Board of Directors
Madison Square Federal Savings Bank
March 26, 2010
Page 4
Madison Square Federal Savings Bank
March 26, 2010
Page 4
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 and advisors
who are assisting or advising Sandler ONeill in performing its services hereunder and who 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 to be bound not to
disclose such information pursuant to a contractual, legal or fiduciary obligation.
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.
INDEMNIFICATION
Since Sandler ONeill will be acting on behalf of the Bank and the Holding Company in
connection with the Offering, the Bank and the Holding Company agree 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 will not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense (i) 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
Board of Directors
Madison Square Federal Savings Bank
March 26, 2010
Page 5
Madison Square Federal Savings Bank
March 26, 2010
Page 5
with written information furnished to the Company by
Sandler ONeill expressly for use therein, or (ii) is primarily attributable to the gross
negligence, willful misconduct or bad
faith of Sandler ONeill. If the foregoing indemnification is unavailable for any reason, the
Company agrees to contribute to such losses, claims, damages, liabilities and expenses in the
proportion that its financial interest in the Offerings 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 transaction
contemplated by this agreement.
DEFINITIVE AGREEMENT
Sandler ONeill and the Company agree that (a) except as set forth in clause (b), 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 (1) the Companys obligation
to reimburse costs and expenses pursuant to the section captioned Costs and Expenses, (2) those
set forth under the captions Confidentiality and Indemnification, and (3) 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 (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 proposed offering. Sandler
ONeill may terminate this agreement if such Agency Agreement is not entered into prior to March
31, 2011.
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.
Please confirm that the foregoing correctly sets forth our agreement by signing and returning
Board of Directors
Madison Square Federal Savings Bank
March 26, 2010
Page 6
Madison Square Federal Savings Bank
March 26, 2010
Page 6
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/ J. Andrew Hitt | |||
J. Andrew Hitt | ||||
Authorized Signatory | ||||
Accepted and agreed to as of the date first above written: Madison Square Federal Savings Bank |
||||
By: | /s/ Michael P. Gavin | |||
Michael Gavin | ||||
President and Chief Executive Officer | ||||
Addendum No. 1 to the Marketing Agent Engagement Letter
The first paragraph of the section captioned COSTS AND EXPENSES beginning on page 2 of the
engagement letter, dated March 26, 2010, between Madison Square Federal Savings Bank (the Bank)
and Sandler ONeill & Partners, L.P. (Sandler ONeill) engaging Sandler ONeill to serve as
exclusive marketing agent in the offering in connection with the mutual to stock conversion of the
Bank (the Marketing Agent Engagement Letter) shall be amended and restated to read as follows:
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 (up to a maximum of $50,000), travel,
postage and document production expenses, up to a maximum of $60,000 for all such out-of-pocket
expenses; provided, however, that Sandler ONeill shall document such expenses to the reasonable
satisfaction of the Company. The provisions of this paragraph are not intended to apply to or in
any way impair the indemnification provisions of this letter.
The parties hereto have caused this Addendum to be duly executed in counterparts as of this
15th day of July, 2010.
Sandler ONeill & Partners, L.P. |
||||
By: | Sandler ONeill & Partners Corp., | |||
the sole general partner | ||||
By: | /s/ J. Andrew Hitt | |||
J. Andrew Hitt | ||||
Authorized Signatory | ||||
Madison Square Federal Savings Bank |
||||
By: | /s/ Michael Gavin | |||
Michael Gavin | ||||
President and Chief Executive Officer | ||||