Exhibit 99.1
KELLER & COMPANY, INC.
FINANCIAL INSTITUTION CONSULTANTS
555 METRO PLACE NORTH
SUITE 524
DUBLIN. OHIO 43017
(614)766-1426 (614)766-1459 FAX
July 17, 2018
The Board of Directors
PyraMax Bank, FSB
7001 West Edgerton Avenue
Greenfield, Wisconsin 53220
Re: Conversion Valuation Agreement
Attn: Richard Hurd
Keller & Company, Inc. (hereinafter referred to as KELLER) hereby proposes to prepare an independent conversion appraisal of PyraMax Bank, FSB (hereinafter referred to as“PyraMax”), relating to the mutual to stock conversion ofPyraMax and minority stock offering (“the “Stock Offering”) ofPyraMax’smid-tier holding company. KELLER will provide a pro forma valuation of the market value of the shares ofPyraMax’smid-tier holding company to be sold in connection with the minority stock offering.
KELLER is a national financial consulting firm that primarily serves the financial institution industry. KELLER is experienced in evaluating and appraising thrift institutions and thrift institution holding companies. KELLER is an experienced conversion appraiser for filings with the Office of the Comptroller of the Currency (“OCC”), the Federal Deposit Insurance Corporation (“FDIC”) and the Federal Reserve Board (“FRB”), and is also approved by the Internal Revenue Service as an expert in bank and thrift stock valuations. Keller has completed conversion appraisals related to standard conversions, mutual holding company stock offerings and conversions involving foundations.
KELLER agrees to prepare the conversion appraisal in the format required by theFRBin a timely manner for prompt filing with theFRB. KELLER will provide any additional information as requested and will complete appraisal updates in accordance with regulatory requirements and based on market conditions. Keller will also complete the prospectus tables relating to the valuation level and offering.
The appraisal report will provide a detailed description ofPyraMax,including its financial condition, operating performance, asset quality, rate sensitivity position, liquidity level and management qualifications. The appraisal will include a description ofPyraMax’s market area, including both economic and demographic characteristics and trends. An analysis of other publicly-traded thrift institutions will be performed to determine a comparable group, and adjustments to the appraised value will be made based on a comparison ofPyraMax with the comparable group and recognizing the risk related to an initial public offering.
In completing its appraisal, KELLER will rely upon the information in the Subscription and Community Offering Prospectus, including the audited and unaudited financial statements. Among other factors, KELLER will also consider the following : the present and projected operating results and financial condition ofPyraMax; the economic and demographic conditions inPyraMax’s existing marketing area; pertinent historical financial and other information relating toPyraMax; a comparative evaluation of the operating and financial statistics ofPyraMax with those of other thrift institutions; the proposed price per share; the aggregate size of the offering of common stock; the impact of the stock offering onPyraMax’s capital position and earnings potential;PyraMax’s proposed initial dividend, if any; and the trading market for securities of comparable institutions and general conditions in the market for such securities. In preparing the appraisal, KELLER will rely solely upon, and assume the accuracy and completeness of, financial and statistical information provided byPyraMax, and will not independently value the assets or liabilities ofPyraMax in order to prepare the appraisal.
Upon completion of the conversion appraisal, KELLER will make a presentation to the board of directors ofPyraMax to review the content of the appraisal, the format and the assumptions. A written presentation will be provided to each board member as a part of the overall presentation.
For its services in making this appraisal, KELLER’s fee will be $39,000 including one final valuation update, plusout-of-pocket expenses not to exceed $1,500, for travel, copying, binding, etc. Any additional valuation updates, including the final update, will not be subject to an additional fee. Upon the acceptance of this proposal, KELLER shall be paid a retainer of $5,000 to be applied to the total appraisal fee of $39,000, the balance of which will be payable at the time of the completion of the appraisal. Any appraisal valuation update is not a mandatory requirement but can be requested by regulators. Including such a request by regulators or completed voluntarily in response to changes in the market prices of thrifts, our total fee will be $39,000, including the final valuation update, which will be required.
PyraMaxagrees, by the acceptance of this proposal, to indemnify KELLER and its employees and affiliates for certain costs and expenses, including reasonable legal fees, in connection with claims or litigation reasonably relating to the appraisal and arising out of any misstatement or untrue statement of a material fact in information supplied to KELLER byPyraMaxor by an intentional omission byPyraMaxto state a material fact in the information, provided, however,PyraMaxshall not be obligated to indemnify KELLER for any loss, cost or expense attributable to the negligence, bad faith or willful misconduct of KELLER or its employees or agents or to the extent such loss, cost or expense was due to a breach of this agreement by KELLER.
KELLER agrees to indemnifyPyraMaxand its employees and affiliates for certain costs and expenses, including reasonable legal fees, in connection with claims or litigation relating to or based upon the negligence, bad faith or willful misconduct of KELLER or its employees or affiliates.
This proposal will be considered accepted upon the execution of the two enclosed copies of this agreement and the return of one executed copy to KELLER, accompanied by the specified retainer.
KELLER & COMPANY, INC. | ||
By: | ||
Michael R. Keller | ||
President |
PyraMax Bank, FSB | ||
By: | ||
Richard Hurd | ||
President & Chief Executive Officer |
Date: | July 27, 2018 |