Business Context and Reporting Period
Company: Fifth District Bancorp, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 10, 2024
Reporting Period: Event date May 10, 2024; Signed May 13, 2024
Context: The Company, an emerging growth company, entered into a material definitive agreement to facilitate its proposed conversion from a mutual savings bank to a stock savings bank.
Key Financial Metrics
This filing does not report operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the terms of a new agency agreement.
Material Changes and Agreements
On May 10, 2024, Fifth District Bancorp, Inc. and Fifth District Savings Bank entered into an Agency Agreement with Performance Trust Capital Partners, LLC ("Performance Trust"). Key terms include:
- Role: Performance Trust will assist in marketing the Company's common stock on a best efforts basis during the subscription offering and potential community offering.
- Success Fees (Subscription Offering): 0.95% of the aggregate purchase price of shares sold (excluding employee/director purchases).
- Success Fees (Community Offering): 1.50% of the aggregate purchase price of shares sold (excluding employee/director purchases).
- Institutional Accredited Investors: A success fee of 5.00% applies to purchases by institutional accredited investors solicited or initiated by Performance Trust.
- Management Fee: $30,000, credited against the success fee due at closing.
- Expense Reimbursements:
- Legal fees and expenses: Up to $100,000.
- Other expenses: Up to $60,000 (potentially increasing to $75,000 in case of resolicitation).
- Records Agent Fee: $30,000 for services as records agent and stock information center manager (potentially increasing by up to $10,000 for material delays), plus reimbursement for out-of-pocket expenses up to $30,000.
- Syndicated Community Offering Fee: If conducted, a fee equal to 5.0% of the aggregate dollar amount of shares sold by Performance Trust or other participating broker dealers.
Guidance, Outlook, and Risks
Outlook: The agreement supports the Company's ongoing stock offering pursuant to Registration Statement on Form S-1 (No. 333-277776) and a related prospectus dated May 10, 2024.
Risks/Contingencies: Fees are contingent on the successful closing of the offering. Certain fees are subject to increase based on specific conditions, such as resolicitation or material delays in the conversion transaction.
Investor Verification Checklist
- Verify the status of the Registration Statement on Form S-1 (No. 333-277776) and the related prospectus.
- Review the full text of the Agency Agreement (Exhibit 1.1) for detailed conditions and termination clauses.
- Monitor the progress of the Bank's proposed conversion from a mutual savings bank to a stock savings bank.
- Confirm the final aggregate purchase price of shares sold to calculate actual success fees payable to Performance Trust.