FIRST SAVINGS FINANCIAL GROUP, INC. (NASDAQ:FSFG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
Entry Into a Material Definitive Agreement. |
On April 25, 2017, First Savings Bank (the Bank), a wholly-owned
subsidiary of First Savings Financial Group, Inc. (the Company),
Jonathan E. Handmaker and George M. Vredeveld, Jr. entered into
an operating agreement, effective as of January 1, 2017 (the
Operating Agreement), with respect to Q2 Business Capital, LLC
(Q2), an Indiana-chartered limited liability company and a
majority-owned subsidiary of the Bank. The Bank is the 51%
majority member, and Messrs. Handmaker and Vredeveld are each
24.5% limited members, of Q2. The primary business of Q2 is to
originate, purchase, invest in, and sell loans, or portions of
loans, originated under one or more lending programs administered
by the U.S. Small Business Administration.
The Operating Agreement governs the operations of Q2, and
provides for Q2s management by a Board of Managers consistent
with its Articles of Organization. Among the provisions of the
Operating Agreement are: (i) a limited duration right of the Bank
to purchase the membership interests of the minority members (as
defined), (ii) a limited duration right of the minority members
to market for sale all of the membership interests of Q2; and
(iii) a limited duration right of the limited members (as
defined) to offer for sale all of the minority members membership
interests to a potential acquirer of the Company or the Bank as a
result of a change in control (as defined) of the Company or the
Bank occurring during the duration period. For additional
information regarding these and other provisions of the Operating
Agreement, reference is made to the complete copy of the
Operating Agreement, which is attached hereto as Exhibit 99.1 and
incorporated in this Item 1.01 by reference.
In connection with entering into the Operating Agreement, the
Bank entered into employment agreements with Messrs. Handmaker
and Vredeveld, effective as of January 1, 2017 (each, an
Agreement). Each Agreement contains substantially similar terms.
Each Agreement has an initial term ending on September 30, 2020,
subject to extension as provided for in the Agreement. Each
Agreement provides for the Bank to pay cash severance to the
individual if his employment is involuntarily terminated without
cause (as defined in the Agreement) or if he voluntarily
terminates employment with good reason (as defined in the
Agreement), equal to the lesser of (i) base salary (as defined in
the Agreement) for the remaining term of the Agreement or (ii)
one times base salary. Each Agreement requires the individual to
adhere to specified non-solicitation and non-competition
covenants after termination of employment, except in the event of
voluntary termination with good reason resulting from the Bank
implementing certain changes to the credit standard guidelines
other than those specified in the Operating Agreement. For
additional information regarding these and other provisions of
the Agreements, reference is made to the complete copies of the
Agreements, which are filed as Exhibits 99.2 and 99.3 and
incorporated in the Item 1.01 by reference.
Item 2.02. |
Results of Operations and Financial Condition. |
On April 27, 2017, the Company announced its financial results
for the three and six months ended March 31, 2017. The press
release announcing the financial results for the three and six
months ended March 31, 2017 is furnished as Exhibit 99.4 and
incorporated in this Item 2.02 by reference.
Item 9.01. | Financial Statements and Exhibits. |
(a) | Not applicable. |
(b) | Not applicable. |
(c) | Not applicable. |
(d) | Exhibits |
99.1 | Operating Agreement of Q2 Business Capital, LLC |
99.2 |
Employment Agreement between First Savings Bank and Jonathan E. Handmaker |
99.3 |
Employment Agreement between First Savings Bank and George M. Vredeveld, Jr. |
99.4 | Press Release dated April 27, 2017 |
About FIRST SAVINGS FINANCIAL GROUP, INC. (NASDAQ:FSFG)
First Savings Financial Group, Inc. is the bank holding company for First Savings Bank. The Company’s principal business activity is the ownership of the outstanding common stock of First Savings Bank. The Bank operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in its primary market area. It attracts deposits from the public and uses those funds to originate residential and commercial mortgage loans. It also originates commercial business loans, residential and commercial construction loans, multi-family loans, land and land development loans, and consumer loans. It conducts its lending and deposit activities primarily with individuals and small businesses in its primary market area. The Company operates in Clark, Floyd, Harrison, Crawford and Washington counties, Indiana. Its loan portfolio consists of real estate mortgage loans, commercial real estate, multi-family real estate and commercial business loans. FIRST SAVINGS FINANCIAL GROUP, INC. (NASDAQ:FSFG) Recent Trading Information
FIRST SAVINGS FINANCIAL GROUP, INC. (NASDAQ:FSFG) closed its last trading session up +0.65 at 50.00 with 1,126 shares trading hands.