OLD POINT FINANCIAL CORPORATION (NASDAQ:OPOF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
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On September 10, 2007, Old Point National Bank (the Bank),
a wholly-owned subsidiary of Old Point Financial Corporation (the Company), entered into an agreement with Tidewater Mortgage Services, Inc. (TMSI) to provide mortgage origination services through Old Point Mortgage, LLC (OPM), a joint venture between the Bank and TMSI. Per the terms of the agreement, TMSI and the Bank own 51% and 49%, respectively, of OPM, and TMSI is the managing member. The parties’ entry into this joint venture agreement was disclosed in the Company’s current report on Form 8-K filed with the SEC on September 11, 2007.
On January 13, 2017, the Bank entered into a membership
interest purchase agreement (the Purchase Agreement) with TMSI to purchase TMSI’s 51% interest in OPM. Upon completion of the purchase, the Bank will be the sole member of OPM. The purchase is expected to be completed on or before May 1, 2017 (the Closing Date).
to the Purchase Agreement, TMSI’s interest will be
transferred to the Bank upon the Bank’s payment of the purchase price, which will be determined based on OPM’s financial statements as of March 31, 2017, prepared in accordance with generally accepted accounting principles.
For a period of six months from the date of entry into the
Purchase Agreement, TMSI will not actively solicit any employees of OPM, subject to certain limitations set forth in the Purchase Agreement. Except as specifically stated in the Purchase Agreement, the operating agreement between TMSI and the Bank will remain unchanged until the purchase is completed.
The Bank’s obligation to complete the purchase is
contingent upon satisfaction of certain closing conditions, including:
TMSI providing to the Bank audited financial statements of
OPM as of December 31, 2016.
The Bank receiving the necessary approval for the purchase
from its primary federal regulator.
The satisfactory completion of due diligence by the Bank.
All representations and warranties of TMSI being true and
correct as of the Closing Date.
The Purchase Agreement may be terminated by the Bank if any
of the above closing conditions is not met, and by either party if closing does not occur on or before May 1, 2017.
The above summary is qualified in its entirety by reference
to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference. |
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(d)
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Exhibits
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Exhibit 10.1 Membership Interest Purchase Agreement dated
January 13, 2017 between Tidewater Mortgage Services, Inc. and The Old Point National Bank of Phoebus. |
About OLD POINT FINANCIAL CORPORATION (NASDAQ:OPOF)
Old Point Financial Corporation is a holding company that conducts all of its operations through two subsidiaries, The Old Point National Bank of Phoebus (the Bank) and Old Point Trust & Financial Services, N.A. (the Trust). The Company operates in three principal business segments: the Bank, the Trust and the Parent. The Company is the parent company of Trust and the Bank. The Bank is an independent community bank. The Bank had approximately 18 branch offices serving the Hampton Roads localities of Hampton, Newport News, Norfolk, Virginia Beach, Chesapeake, Williamsburg/James City County, York County and Isle of Wight County. The Bank offers a complete line of consumer, mortgage and business banking services, including loan, deposit and cash management services. The Bank offers a range of deposit and loan products to its retail and commercial customers. The Trust is a nationally chartered trust company and is wealth management services provider. OLD POINT FINANCIAL CORPORATION (NASDAQ:OPOF) Recent Trading Information
OLD POINT FINANCIAL CORPORATION (NASDAQ:OPOF) closed its last trading session up +0.02 at 27.90 with 10,727 shares trading hands.
