BANKFINANCIAL CORPORATION (NASDAQ:BFIN) Files An 8-K Other Events

BANKFINANCIAL CORPORATION (NASDAQ:BFIN) Files An 8-K Other Events

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Item 8.01. Other Events.

On April 21, 2017, BankFinancial Corporation (the Company)
entered into a Restated Standstill Agreement (the 2017 Standstill
Agreement) with Financial Edge Fund, L.P, Financial Edge –
Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL
Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC,
Goodbody/PL Capital, LLC, Lashley Family 2011 Trust, Albernet OU,
Dr. Irving Smokler, Beth Lashley, John W. Palmer and Richard J.
Lashley (collectively, the PL Capital Parties).
The primary purpose of the 2017 Standstill Agreement is to extend
the contractual and other arrangements that are presently in
place between the Company and the PL Capital Parties to a
Standstill Agreement dated December 30, 2013 (the 2013 Standstill
Agreement). As described in a Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 30, 2013,
to the 2013 Standstill Agreement the Board of Directors of the
Company and its Corporate Governance and Nominating Committee
agreed, among other things, to nominate and recommend Mr. Palmer
for election as a director of the Company at the 2014 Annual
Meeting of Stockholders. The PL Capital Parties agreed, among
other things, that during the Standstill Period (as defined in
the 2013 Standstill Agreement) and as long as a designee of the
PL Capital parties continued to serve as a member of the Companys
Board of Directors, the PL Capital Parties would vote all
beneficially owned Company shares in favor of the director
nominees selected by the Corporate Governance and Nominating
Committee and would otherwise support such director candidates,
and with respect to any other proposal submitted by any
stockholder, each PL Capital Party would vote all shares that it
beneficially owns in accordance with the recommendation of the
Board of Directors.
The 2017 Standstill Agreement extends the above arrangements to
apply to Mr. Palmers nomination and recommendation for election
as a director of the Company at the 2017 Annual Meeting of
Stockholders and the conduct of the PL Capital Parties following
Mr. Palmers reelection as a director of the Company.
The 2017 Standstill Agreement also eliminates references to a
potential Bank-level directorship for Mr. Palmer and, as
indicated above, provides that during the Standstill Period (as
described below), the PL Capital Parties will continue to abide
by various support and passivity covenants, as well as other
covenants consistent with applicable Federal Reserve Board
guidance, including covenants not to take any of the following
actions without the prior written approval of the Companys board
of directors : (i) acquire, alone or in concert with others,
beneficial ownership in excess of 9.99% of the outstanding common
stock of the Company; (ii) make, engage in or participate in,
alone or in concert with others, any solicitation of proxies or
consents to vote or seek to advise, encourage, or influence in
any manner whatsoever any person with respect to the voting of,
any securities of the Company; (iii) otherwise act, alone or in
concert with others, to seek to offer to the Company or any of
its stockholders any business combination, restructuring,
recapitalization or similar transaction to or with the Company or
otherwise seek, alone or in concert with others, to control or
change the management, Board of Directors or policies of the
Company or the Bank or nominate any person as a director who is
not nominated by the then incumbent directors or proposing any
matter to be voted upon by the stockholders of the Company; (iv)
seek the removal of any member of the board; (v) exercise or
attempt to exercise a controlling influence (determined in a
manner consistent with the public guidance issued by the Federal
Reserve) over the management or policies of the Company, or any
of its affiliates; or (vi) propose a director or slate of
directors in opposition to a nominee or slate of nominees
proposed by the Company.
The Standstill Period generally will remain in effect until the
earliest of (i) the date that is 10 days after the date that the
Company materially breaches its obligations under the Standstill
Agreement if the breach is not timely cured; (ii) the date that
is three months from the date that Mr. Palmer (or, in the event
of his death, disability or resignation, a substitute nominee of
the PL Capital Parties, whose substitution shall
be subject to the approval of the board of directors in its sole
discretion) ceases to be a member of the board, (iii) the date
immediately following the Companys 2020 Annual Meeting of
Stockholders subject to certain limitations that will survive for
as long as any designee of the PL Capital Parties serves as a
member of the board, and (iv) the date on which the Company, at
its option, elects to terminate the Standstill Period by written
notice to the PL Capital Parties, which election may occur any
time after the beneficial ownership of the PL Capital Parties
decreases below 5% of the outstanding shares of the Companys
common stock.
The foregoing summary of the Standstill Agreement is not complete
and is subject to, and qualified in its entirety by the text of
the Standstill Agreement, which is attached as Exhibit 10.1 and
incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
Description
10.1
Restated Standstill Agreement dated April 21, 2017 by
and between BankFinancial Corporation and Financial
Edge Fund, L.P, Financial Edge – Strategic Fund, L.P.,
PL Capital/Focused Fund, L.P., Goodbody/PL Capital,
L.P., PL Capital, LLC, PL Capital Advisors, LLC,
Goodbody, PL Capital, LLC, Lashley Family 2011 Trust,
Albernet OU, Dr. Irving Smokler, Beth Lashley, John W.
Palmer and Richard J. Lashley


About BANKFINANCIAL CORPORATION (NASDAQ:BFIN)

BankFinancial Corporation is the bank holding company for BankFinancial, F.S.B. (the Bank). The Bank is a full-service, community-oriented federal savings bank principally engaged in the business of commercial, family and personal banking. The Bank offers its customers a range of loan, deposit and other financial products and services through approximately 20 full-service Illinois-based banking offices located in Cook, DuPage, Lake and Will Counties, and through its Internet branch, www.bankfinancial.com. The Bank also offers its customers a range of financial products and services that are related or ancillary to loans and deposits, including cash management, funds transfers, bill payment, and other online and mobile banking transactions, automated teller machines, safe deposit boxes, trust services, wealth management and general insurance agency services. The Bank provides trust and financial planning services through its Trust Department.

BANKFINANCIAL CORPORATION (NASDAQ:BFIN) Recent Trading Information

BANKFINANCIAL CORPORATION (NASDAQ:BFIN) closed its last trading session up +0.23 at 14.83 with 40,317 shares trading hands.

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