APPENDIX A OUTLINE OF RECORDS MANAGEMENT AGENT SERVICES
Exhibit 1.2
| INVESTMENT BANKING GROUP |
March 21, 2016
Mr. Jon L. Kranov
Chairman, President and Chief Executive Officer
Ottawa Savings Bancorp MHC
Ottawa Savings Bancorp, Inc.
Ottawa Savings Bank
925 LaSalle Street
Ottawa, IL 61350
Dear Mr. Kranov:
Sandler ONeill & Partners, L.P. (Sandler ONeill) is pleased to act as records management agent (Records Agent) for Ottawa Savings Bancorp MHC (the MHC), Ottawa Savings Bancorp, Inc. (together with any successor stock holding company, the Holding Company) and Ottawa Savings Bank (the Bank) in connection with the offer and sale of certain shares of the common stock of the Holding Company to the Banks eligible account holders in a subscription offering and to members of the Banks community in a community offering and, if necessary, to the general public in a syndicated community offering (collectively, the Offering) pursuant to the terms of a Plan of Conversion and Reorganization to be adopted by the Boards of Directors of the MHC, the Holding Company and the Bank (the Plan). The MHC, the Holding Company and the Bank are sometimes collectively referred to herein as the Company. This letter (the Agreement) is to confirm the terms and conditions of our engagement.
SERVICES AND FEES
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:
I. | Consolidation of Deposit Accounts and Vote Calculation |
II. | Design and Preparation of Proxy Forms for Depositor Vote and Stock Order Forms for the Offering |
III. | Organization and Supervision of the Conversion Center |
IV. | Coordinate Proxy Solicitation and Special Meeting Services |
V. | Subscription Services |
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
Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 2 |
Each of these services is further described in Appendix A to this Agreement.
For its services hereunder, the Company agrees to pay Sandler ONeill a fee of $10,000. This fee is based upon the requirements of current regulations and the Plan as currently contemplated. Any unusual or additional items or duplication of service required as a result of a material change in the regulations or the Plan as currently contemplated or a material delay or other similar events may result in extra charges that will be covered in a separate agreement if and when they occur. All fees under this Agreement shall be payable in cash, as follows: (a) $5,000 payable upon execution of this Agreement, which shall be non-refundable; and (b) the balance upon the mailing of proxy and offering materials to the Banks eligible account holders.
COSTS AND EXPENSES
In addition to any fees that may be payable to Sandler ONeill hereunder, 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, travel, lodging, meals, telephone, postage, community meeting expenses and other similar expenses, up to a maximum of $30,000. It is understood that all expenses associated with the establishment and operation of the Conversion Center (e.g., postage, telephones, supplies, temporary employees, etc.) will be borne by the Company. The provisions of this paragraph are not intended to apply to or in any way impair the indemnification provisions of this Agreement.
RELIANCE ON INFORMATION PROVIDED
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.
LIMITATIONS
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
Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 3 |
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 reasonable 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.
INDEMNIFICATION
The Company agrees to indemnify and hold Sandler ONeill and its affiliates and their respective partners, directors, officers, employees, agents and controlling persons (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 engagement of Sandler ONeill pursuant to, and the performance by Sandler ONeill of the services contemplated by, this letter, and will reimburse any Indemnified Party for all expenses (including reasonable counsel 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. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court of competent jurisdiction to have resulted primarily from Sandler ONeills willful misconduct, bad faith or gross negligence.
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.
MISCELLANEOUS
The following addresses shall be sufficient for written notices to each other:
If to you: | Ottawa Savings Bancorp, Inc. | |
925 LaSalle Street | ||
Ottawa, Illinois 61350 | ||
Attention: Mr. Jon L. Kranov | ||
If to us: | Sandler ONeill & Partners, L.P. | |
1251 Avenue of the Americas, 6th Floor | ||
New York, New York 10020 | ||
Attention: General Counsel |
Ottawa Savings Bancorp MHC Ottawa Savings Bancorp, Inc. Ottawa Savings Bank March 21, 2016 Page 4 |
The Agreement and appendix hereto constitute the entire Agreement between the parties with respect to the subject matter hereof. This Agreement can be altered only by written consent signed by the parties. This Agreement is governed by 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 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 |
APPENDIX A
OUTLINE OF RECORDS MANAGEMENT AGENT SERVICES
I. | Consolidation of Deposit Accounts and Vote Calculation |
1. | Consolidate files in accordance with regulatory guidelines and create central file. |
2. | Our EDP format will be provided to your IT representatives. |
3. | Vote calculation. |
II. | Design and Preparation of Proxy Forms for Depositor Vote and Stock Order Forms for the Offering |
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 the 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 offering period. |
IV. | Coordinate Proxy Solicitation and Special Meeting Services |
1. | Support proxy solicitor/tabulator. |
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. |
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. |
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