Exhibit 1.1
April 6, 2009
OBA Bancorp, MHC
OBA Bancorp, Inc.
OBA Bank
20300 Seneca Meadows Parkway
Germantown, Maryland 20876
Attention: Charles E.
Weller
President
Ladies and Gentlemen:
This letter confirms the engagement
of Keefe, Bruyette & Woods, Inc. (“KBW”) to
act as the exclusive financial advisor to OBA Bancorp, MHC (the
“MHC”), OBA Bancorp, Inc. (the “Mid-Tier”)
and OBA Bank (the “Bank”) in connection with the
MHC’s proposed conversion from a mutual holding company to
full stock form pursuant to a Plan of Conversion and Reorganization
(the “Conversion”), including the offer and sale of
certain shares of the common stock (the “Common Stock”)
of a new stock holding company to be formed in connection with the
Conversion (the “Holding Company”) to eligible persons
in a Subscription Offering, with any remaining shares offered to
the general public in a Community Offering and, under certain
circumstances, to the general public in a Syndicated Community
Offering (the Subscription Offering the Community Offering and any
Syndicated Community Offering are collectively referred to herein
as the “Offerings”). In addition, KBW will act as
Conversion Agent in connection with the Offerings pursuant to the
terms of a separate agreement among the MHC, Mid-Tier, Bank and
KBW. The MHC, Mid-Tier, the Bank and the Holding Company are
sometimes collectively referred to herein as the
“Company” This letter sets forth the terms and
conditions of our engagement.
1. Services
KBW will provide financial and
logistical advice to the Company and will assist the
Company’s management, legal counsel, accountants and other
advisors in connection with the Offerings and related issues. We
anticipate our services will include the following, each as may be
necessary and as the Company may reasonably request:
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1.
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Provide advice
on the financial and securities market implications of the Plan of
Conversion and any related corporate documents, including the
Company’s Business Plan;
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2.
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Assist in
structuring the Offerings, including developing and assisting in
implementing a marketing strategy for the Offerings;
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3.
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Reviewing all
offering documents, including the Prospectus, stock order forms,
letters, brochures and other related offering materials (it being
understood that preparation and filing of such documents will be
the responsibility of the Company and its counsel);
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4.
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Assisting the
Company in preparing for and scheduling meetings with potential
investors and broker-dealers, as necessary;
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Keefe, Bruyette & Woods *
211 Bradenton Ave. * Dublin, OH 43017
614.766.8400 * Fax 614.766.8406
OBA Bancorp, MHC
OBA Bancorp, Inc.
OBA Bank
April 6, 2009
Page 2 of 7
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5.
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Assist the
Company in analyzing proposals from outside vendors retained in
connection with the Offerings, including printers, transfer agents
and appraisal firms;
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6.
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Assist the
Company in the drafting and distribution of press releases as
required or appropriate in connection with the Offerings (it being
understood that preparation and filing of such documents will be
the responsibility of the Company and its counsel);
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7.
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Meet with the
Board of Directors and/or management of the Company to discuss any
of the above services; and
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8.
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such other
financial advisory and investment banking services in connection
with the Offerings as may be agreed upon by KBW and the
Company.
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2. Due Diligence
Review
The Company acknowledges and agrees
that KBW’s obligation to perform the services contemplated by
this agreement shall be subject to the satisfactory completion of
such investigations and inquiries relating to the Company, and its
directors, officers, agents and employees, as KBW and their counsel
in their sole discretion my deem appropriate under the
circumstances. The Company agrees it will make available to KBW all
relevant information, whether or not publicly available, which KBW
reasonably requests, and will permit KBW to discuss with the board
of directors and management the operations and prospects of the
Company. KBW will treat all material non-public information as
confidential. The Company recognizes and confirms that KBW
(a) will use and rely on such information in performing the
services contemplated by this agreement without having
independently verified the same, and (b) does not assume
responsibility for the accuracy or completeness of the information
or to conduct any independent verification or any appraisal or
physical inspection of properties or assets. KBW will assume that
all financial forecasts have been reasonably prepared and reflect
the best then currently available estimates and judgments of the
Company’s management as to the expected future financial
performance of the Company.
3. Regulatory
Filings
The Company will cause appropriate
Offering documents to be filed with all regulatory agencies
including the Securities and Exchange Commission
(“SEC”), the Financial Industry Regulatory Authority
(“FINRA”), the appropriate federal and/or state bank
regulatory agencies. In addition, the Company and KBW agree that
the Company’s counsel shall serve as counsel with respect to
blue sky matters in connection with the Offerings, and that the
Company shall cause such counsel to prepare a Blue Sky Memorandum
related to the Offerings including KBW’s participation
therein and shall furnish KBW a copy thereof addressed to KBW or
upon which counsel shall state KBW may rely.
OBA Bancorp, MHC
OBA Bancorp, Inc.
OBA Bank
April 6, 2009
Page 3 of 7
4. Fees
For the services hereunder, the
Company shall pay the following fees to KBW at closing unless
otherwise stated herein:
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(a)
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Management
Fee: A Management Fee of
$30,000 payable in five consecutive monthly installments of $6,000
commencing on the first day of the fi
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