Malvern Bancorp, Inc. (NASDAQ:MLVF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry Into a Material Definitive Agreement.
On October 3, 2018, Malvern Bancorp, Inc. (the “Company”) and its wholly-owned bank subsidiary, Malvern Bank, National Association (the “Bank”), entered into an underwriting agreement (the “Underwriting Agreement”) with Sandler O’Neill + Partners, L.P., as underwriter (the “Underwriter”), to offer and sell 1,190,477 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a public offering price of $21.00 per share in an underwritten public offering (the “Offering”). As part of the Offering, the Company granted the underwriter a 30-day option to purchase up to an additional 178,571 shares of Common Stock. The underwriting discounts and commissions were $1.05 per share sold in the Offering (except that the underwriting discounts and commissions were $0.42 per share with respect to an aggregate of 63,947 shares purchased in the Offering by our directors, executive officers, employees and certain existing shareholders). The net proceeds of the Offering, after deducting underwriting discounts and commissions and estimated expenses payable by the Company, and without exercise of the Underwriter’s option, are expected to be approximately $23.4 million.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Bank, customary conditions to closing, indemnification obligations of the Company, the Bank and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. 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 Exhibit 1.1 to this Current Report on Form 8-K.
to the Underwriting Agreement, directors and certain executive officers of the Company and the Bank entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement providing for a 90-day “lock-up” period with respect to sales of shares of the Company’s Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, subject to certain exceptions.
The offer and sale of shares of Common Stock to be sold in the Offering have been registered under the Securities Act of 1933, as amended, to a shelf registration statement on Form S-3 (Registration No. 333-219999) declared effective by the Securities and Exchange Commission on August 25, 2017 (the “Registration Statement”). The offer and sale of the shares of Common Stock in the Offering are described in the Company’s prospectus constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated October 3, 2018.
Item 8.01. Other Events.
On October 4, 2018, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
MALVERN BANCORP, INC. ExhibitEX-1.1 2 s113140_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 EXECUTION VERSION MALVERN Bancorp,…To view the full exhibit click here
