Malvern Bancorp, Inc. (NASDAQ:MLVF) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On February 7, 2017, Malvern Bancorp, Inc. (the Company) entered
into a Subordinated Note Purchase Agreement (the Purchase
Agreement) with certain institutional accredited investors (the
Purchasers) to which the Company sold and issued $25.0 million in
aggregate principal amount of its 6.125% fixed-to-floating rate
subordinated notes due 2027 (the Notes). The Notes were issued by
the Company to the Purchasers at a price equal to 100% of their
face amount. The Notes have a stated maturity of February 15,
2027, are redeemable, in whole or in part, on or after February
15, 2022, and at any time upon the occurrences of certain events.
The Notes will bear interest at a fixed rate of 6.125% per year,
from and including February 7, 2017 to, but excluding February
15, 2022. From and including February 15, 2022 to the maturity
date or early redemption date, the interest rate will reset
quarterly at a variable rate equal to the then current 3-month
LIBOR plus 414.5 basis points.

The Purchase Agreement contains certain customary
representations, warranties and covenants made by the Company, on
the one hand, and the Purchasers, severally and not jointly, on
the other hand. The Notes were offered and sold by the Company in
reliance on exemptions from the registration requirements of the
Securities Act of 1933, as amended (the Securities Act) to
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation
D thereunder.

On February 7, 2017, in connection with the sale and issuance of
the Notes, the Company entered into a Registration Rights
Agreement (the Registration Rights Agreement) with the
Purchasers. Under the terms of the Registration Rights Agreement,
the Company has agreed to take certain actions to provide for the
exchange of the Notes for subordinated notes that are registered
under the Securities Act and have substantially the same terms as
the Notes. Under certain circumstances, if the Company fails to
meet its obligations under the Registration Rights Agreement, it
would be required to pay additional interest to the holders of
the Notes.

The form of Purchase Agreement is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference. The form of Registration Rights Agreement is attached
as Exhibit 10.2 to this Current Report on Form 8-K and is
incorporated herein by reference. The descriptions herein of the
Purchase Agreement and the Registration Rights Agreement are
summaries and are qualified in their entirety by reference to the
full text of the forms of Purchase Agreement and the Registration
Rights Agreement, respectively.

The Notes were issued under an Indenture, dated February 7, 2017
(the Indenture), by and between the Company and U.S. Bank
National Association, as trustee (the Trustee). The Notes are not
subject to any sinking fund and are not convertible into or
exchangeable for any other securities or assets of the Company or
any of its subsidiaries. The Notes are not subject to redemption
at the option of the holder. Prior to February 15, 2022, the
Company may redeem the Notes, in whole but not in part, only
under certain limited circumstances set forth in the Indenture.
On or after February 15, 2022, the Company may redeem the Notes,
in whole or in part, at its option, on any interest payment date.
Any redemption by the Company would be at a redemption price
equal to 100% of the principal amount of the Notes being
redeemed, together with any accrued and unpaid interest on the
Notes being redeemed to but excluding the date of redemption.

Principal and interest on the Notes are subject to acceleration
only in limited circumstances. The Notes are unsecured,
subordinated obligations of the Company and rank junior in right
of payment to the Companys current and future senior
indebtedness.

The Indenture and the forms of Note are attached as Exhibit 4.1
and 4.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The descriptions of the
Indenture and the Notes herein are summaries and are qualified in
their entirety by reference to the full text of the Indenture and
forms of Notes.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01 above is incorporated
by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

Attached hereto as Exhibit 99.1 and incorporated by reference
into this Item 7.01 is the press release issued by the Company on
February 8, 2017 announcing the completion of the Notes offering
and certain other matters.

The information contained in this Item 7.01 and Exhibit 99.1
incorporated by reference herein shall not be deemed to be filed
for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of such section, nor will such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Malvern Bancorp, Inc. (NASDAQ:MLVF) Recent Trading Information

Malvern Bancorp, Inc. (NASDAQ:MLVF) closed its last trading session up +0.20 at 20.35 with 801 shares trading hands.