Eagle Bancorp Montana, Inc. (NASDAQ:EBMT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On October 11, 2017, Eagle Bancorp Montana, Inc. (the “Company”) and its wholly owned subsidiary, Opportunity Bank of Montana, entered into an underwriting agreement (the “Underwriting Agreement”) with D.A. Davidson & Co., as representative of the underwriters named therein (the “Underwriters”), to issue and sell 1,050,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $18.25 per Share (the “Offering Price”) in an underwritten public offering (the “Offering”). As part of the Offering, the Company granted the Underwriters a 30-day option to purchase up to an additional 139,041 Shares (the “Option Shares” and, together with the Firm Shares, the “Shares”). The underwriters have exercised in full the option with respect to the Option Shares. The underwriting discounts and commissions were $1.095 per share. The net proceeds to the Company, after underwriting discounts and other expenses of the offering, will be approximately $20.1 million. The Offering closed on October 13, 2017.
The Underwriting Agreement contains customary representations, warranties and covenants among the parties as of the date of entering into such Underwriting Agreement. These representations, warranties and covenants are not representations, warranties or covenants of factual information to investors about the Company or its subsidiaries. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
to the Underwriting Agreement, the Company, directors and executive officers of the Company entered into agreements providing for a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
The Shares were registered under the Securities Act of 1933, as amended, to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-216983) which became effective on April 28, 2017 (the “Registration Statement”). The offer and sale of the Shares are described in the Company’s prospectus, constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated October 11, 2017. A copy of the opinion of Nixon Peabody LLP, relating to the validity of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
Item .01 Other Events
On October 11, 2017, the Company issued a press release announcing that it had priced the Offering of 1,050,000 shares of its Common Stock at a price of $18.25, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein. On October 13, 2017, the Company issued a press release announcing that it had closed the Offering of 1,189,041 shares of its Common Stock, a copy of which is attached as Exhibit 99.2 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) The following exhibits are filed as part of this report:
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Exhibit No. |
Description |
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1.1 |
Underwriting Agreement, dated October 11, 2017, by and among the Company, Opportunity Bank of Montana and D.A. Davidson & Co., as representative of the several underwriters named therein |
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5.1 |
Opinion of Nixon Peabody LLP |
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23.1 |
Consent of Nixon Peabody LLP (contained in Exhibit 5.1) |
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99.1 |
Press release dated October 11, 2017, issued by Eagle Bancorp Montana, Inc. |
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99.2 |
Press release dated October 13, 2017, issued by Eagle Bancorp Montana, Inc. |
Eagle Bancorp Montana, Inc. ExhibitEX-1.1 2 ex_96563.htm EXHIBIT 1.1 ex_96563.htm Exhibit 1.1 1,…To view the full exhibit click here
About Eagle Bancorp Montana, Inc. (NASDAQ:EBMT)
Eagle Bancorp Montana, Inc. is the bank holding company for Opportunity Bank of Montana (the Bank). The Bank is a Montana-chartered commercial bank. The Bank has equity investments in Certified Development Entities, which have received allocations of New Markets Tax Credits (NMTC). The Company offers wealth management services at its locations through financial advisors employed by the Bank. The Bank originates residential mortgages (one- to four-family) and commercial real estate loans, real estate construction loans, home equity loans, consumer loans and commercial loans. The Bank offers a range of deposit accounts, which include certificates of deposit accounts ranging in terms from 90 days to 5 years, as well as, checking, savings and money market accounts. Individual retirement accounts (IRAs) are included in certificates of deposit.
