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RIVER VALLEY BANCORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

July 1, 2014



Item 1.01 Entry Into a Material Definitive Agreement

On June 30, 2014, River Valley Bancorp (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Keefe, Bruyette & Woods, Inc. (the "Underwriter"), with respect to the underwritten public offering (the "Offering") of 825,000 shares (the "Shares") of common stock, without par value, of the Company (the "Common Stock"). The offering and sale of the Shares was made pursuant to the Company's Registration Statement on Form S-1, initially filed with the Securities and Exchange Commission on April 17, 2014 (File No. 333-195361). The price to the public is $20.50 per share of Common Stock. Pursuant to the Underwriting Agreement, the Company granted the Underwriter an option until July 31, 2014, to purchase up to 123,750 additional shares of Common Stock at the initial price to the public.

The sale of the Shares pursuant to the Underwriting Agreement is expected to close on July 7, 2014. The net proceeds of the Offering to the Company are estimated to be approximately $15,419,186, after deducting underwriting discounts and commissions and expenses of the Offering (or approximately $17,816,533 if the Underwriter exercises its option in full). The Company intends to use the net proceeds of the Offering to redeem 5,000 shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and for general corporate purposes, including the contribution of a portion of the proceeds to the Company's bank subsidiary, River Valley Financial Bank, as additional capital.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides for customary indemnification by each of the Company and the Underwriter against certain liabilities arising out of or in connection with the Offering and customary contribution provisions in respect of those liabilities. In addition, pursuant to the terms of the Underwriting Agreement and related "lock-up" agreements, the Company and each director and executive officer of the Company have agreed, subject to certain exceptions, not to sell, transfer or otherwise dispose of securities of the Company during the 90 days following the date of the Underwriting Agreement, subject to extension in certain circumstances. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The Underwriter and its affiliates have provided, and may in the future provide, a variety of financial and non-financial services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses.

Item 8.01 Other Events.

On July 1, 2014, the Company issued a press release announcing the pricing of its public offering of 825,000 shares of its Common Stock. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits Exhibit No. Description 1.1 Underwriting Agreement with Keefe Bruyette & Woods 99.1 Press Release dated July 1, 2014. - 2 -



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