Business Context and Reporting Period
Rhinebeck Bancorp, Inc. filed this Form 8-K on November 9, 2018, reporting entry into a material definitive agreement related to its minority stock offering. The filing was signed on November 14, 2018.
The Company, Rhinebeck Bancorp, MHC, and Rhinebeck Bank entered into an Agency Agreement with Sandler O’Neill & Partners, L.P. Sandler O’Neill will act as selling agent on a best-efforts basis for the Company’s subscription and community offerings.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, capitalization, or other operating financial metrics.
The filing does not state the number of shares offered, the offering price, or the expected gross or net proceeds.
Material Changes Versus Prior Period
No period-over-period financial comparison is provided. The material development is the execution of the Agency Agreement in connection with the minority stock offering.
Terms, Outlook, Risks, and Unusual Items
- Sandler O’Neill will receive a fee equal to 1.0% of the aggregate purchase price of shares sold in the subscription and community offerings.
- No selling-agent fee will apply to shares purchased by directors, trustees, officers, employees, their specified family-related trusts or immediate family members, employee benefit plans, or issued to the charitable foundation formed in connection with the offering.
- Sandler O’Neill will also receive $25,000 for records-agent services, reimbursement of out-of-pocket expenses, and legal-expense reimbursement capped at $150,000.
- If the Company conducts a syndicated community offering or firm-commitment offering, Sandler O’Neill will receive 5.0% of the aggregate purchase price of shares sold in that offering.
- The offering is being conducted under the Company’s amended Form S-1 registration statement, Registration No. 333-227266, and a related prospectus dated November 9, 2018.
- The filing does not provide management guidance, an operating outlook, contingencies, or discussion of offering-related risks beyond the contractual terms described above.
Key Facts to Verify
- Verify the final number of shares issued and the offering price.
- Verify gross proceeds, underwriting or selling expenses, and net proceeds from the offering.
- Confirm whether a syndicated community offering or firm-commitment offering occurred and whether the 5.0% fee applied.
- Review the complete Agency Agreement filed as Exhibit 1.1 and the related Form S-1 prospectus for additional obligations, conditions, and risk factors.