Business Context and Reporting Period
Richmond Mutual Bancorporation, Inc. filed a Form 8-K dated May 6, 2019, reporting its entry into an Agency Agreement in connection with its planned common stock offering. The company is a Maryland corporation, and First Bank Richmond, First Mutual of Richmond, Inc., and a Delaware corporation also named Richmond Mutual Bancorporation, Inc. are parties to the agreement.
Key Financial and Transaction Terms
- Keefe, Bruyette & Woods, Inc. (KBW) will assist with marketing the common stock offering and provide financial advisor and records agent services.
- KBW will receive a $25,000 non-refundable management fee, credited against a success fee equal to 1.00% of common stock sold in the subscription and community offerings, excluding shares purchased by the employee stock ownership plan.
- KBW may receive additional compensation of up to $25,000 for significant additional services arising from subscription resolicitation.
- If a syndicated community offering occurs, KBW will receive a fee of up to 6.0% of the aggregate dollar amount of shares sold in that offering, with the success fee credited against those fees.
- Records agent fees total $26,000, of which $10,000 was previously paid and the balance is payable upon completion of the offering.
- An additional fee of up to $10,000 may apply if regulatory or reorganization-plan changes, or delays affecting record dates, require duplicate or replacement processing.
- KBW is also entitled to reimbursement of specified out-of-pocket and legal expenses.
Material Changes, Outlook, and Risks
The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics, and it does not present a prior-period comparison or formal financial guidance.
The offering is being conducted under the company’s Form S-1 registration statement, as amended, and a related prospectus dated May 6, 2019. The company agreed to indemnify KBW for certain liabilities and expenses, including legal fees, arising from claims involving alleged untrue statements or omissions in the offering materials, including potential liabilities under the Securities Act of 1933.
Important Facts to Verify
- Whether the common stock offering was completed and the amount of shares and proceeds ultimately raised.
- The final fees paid to KBW, including any syndicated offering, additional-service, processing, expense, or legal reimbursements.
- Whether any material changes to applicable regulations or the reorganization and offering plan affected the transaction.
- The final offering terms and related risks described in the Form S-1 and prospectus.
- The Agency Agreement filed as Exhibit 1.1 to the Form 8-K.