| Item 1.01 | Entry Into a Material Definitive Agreement |
On May 14, 2021, Blue Foundry Bancorp, a Delaware corporation (the “Company”), Blue Foundry Bancorp, a New Jersey Corporation, Blue Foundry, MHC, a New Jersey-chartered mutual holding company, and Blue Foundry Bank, a New Jersey-chartered stock savings bank, entered into an Agency Agreement with Keefe, Bruyette & Woods, Inc. (“KBW”), who will assist in the marketing of the Company’s common stock during its stock offering and will serve as sole manager for any syndicated community offering or firm commitment underwritten offering.
For its services as financial advisor and marketing agent, KBW will receive a success fee of 0.85% of the aggregate purchase price of the shares of common stock sold in the subscription offering and any community offering, except that no fee will be paid with respect to (i) shares purchased by the Company’s directors, officers, employees or members of their immediate families and their personal trusts and (ii) shares purchased by the Company’s employee benefit plans or trusts established for the benefit of our directors, officers and employees. In the event of a syndicated community offering, KBW will be paid a transaction fee not to exceed 6.0% of the aggregate purchase price of the shares of common stock sold in the syndicated community offering. The success fee for the subscription offering and any community offering will be credited against the transaction fee payable pursuant to any syndicated community offering. KBW also will be reimbursed for allocable expenses in amount not to exceed $135,000 for expenses and attorney’s fees, which fee may be increased to $175,000 in the event of a resolicitation of subscribers is required.
For its services as conversion agent and data processing records management agent, KBW will receive a fee of $50,000, $25,000 of which has been earned in full and has already been paid. This fee can be increased by $10,000 in the event of any material change in applicable regulations or the plan of conversion, or a delay requiring duplicate or replacement processing due to changes in record dates.
The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-254079) filed by the Company under the Securities Act of 1933, as amended, and a related prospectus dated May 14, 2021.
The foregoing description of the terms of the Agency Agreement is qualified in its entirety by reference to the Agency Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
