APPRAISAL SERVICES AGREEMENTFinancial Services Agreement |
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ESSA BANCORP, INC. | RP® Financial, LC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Search Financial Services Agreement by:
Exhibit 99.1
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RP® FINANCIAL, LC. |
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Financial Services Industry Consultants |
July 6, 2006
Mr. Gary S. Olson
President and Chief Executive Officer
ESSA Bank & Trust
200 Palmer Street
Stroudsburg, Pennsylvania 18360-2018
Dear Mr. Olson:
This letter sets forth the agreement between ESSA Bank & Trust, Stroudsburg, Pennsylvania (the “Company”), and RP® Financial, LC. (“RP Financial”) for independent conversion appraisal services pertaining to the Company’s simultaneous holding company formation and mutual-to-stock conversion. The specific appraisal services to be rendered by RP Financial are described below. These services will be conducted by our senior consulting staff and will be directed by the undersigned.
Description of Appraisal Services
Prior to preparing the conversion appraisal report, RP Financial will conduct a financial due diligence, including on-site interviews of senior management and reviews of financial and other documents and records, to gain insight into the Company’s operations, financial condition, profitability, market area, risks and various internal and external factors which impact the pro forma market value of the Company.
RP Financial will prepare a detailed written valuation report of the Company which will be fully consistent with applicable federal regulatory guidelines and standard pro forma valuation practices. The appraisal report will include an analysis of the Company’s financial condition and operating results, as well as an assessment of the Company’s interest rate risk, credit risk and liquidity risk. The appraisal report will describe the Company’s business strategies, market area, prospects for the future and the intended use of proceeds. A peer group analysis relative to comparable publicly-traded savings institutions will be conducted for the purpose of determining appropriate valuation adjustments for the Company relative to the peer group.
We will review pertinent sections of the Company’s prospectus and hold discussions with the Company to obtain necessary data and information for the appraisal report, including the impact of key deal elements on the pro forma market value, such as dividend policy, use of proceeds and reinvestment rate, tax rate, conversion expenses and characteristics of stock plans.
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Washington Headquarters |
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Rosslyn Center |
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Direct: (703) 647-6546 |
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1700 North Moore Street, Suite 2210 |
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Telephone: (703) 528-1700 |
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Arlington, VA 22209 |
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Fax No.: (703) 528-1788 |
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E-Mail: wpommerening@rpfinancial.com |
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Toll-Free No.: (866) 723-0594 |
Mr. Gary S. Olson
July 6, 2006
Page 2
The appraisal report will establish a midpoint pro forma market value. The appraisal report may be periodically updated throughout the conversion process as appropriate. The conversion appraisal guidelines require at least one updated valuation just prior to the time of the closing of the stock offering.
RP Financial agrees to deliver the appraisal report and subsequent updates, in writing, to the Company at the above address in conjunction with the filing of the regulatory application. Subsequent updates will be filed promptly as certain events occur which would warrant the preparation and filing of such valuation updates. Further, RP Financial agrees to perform such other services as are necessary or required in connection with the regulatory review of the appraisal and respond to the regulatory comments, if any, regarding the valuation appraisal and subsequent updates. RP Financial expects to formally present the appraisal report, including the appraisal methodology, peer group selection and assumptions, to the Board of Directors for review and acceptance.
Fee Structure
The Company agrees to pay RP Financial fees for preparation and delivery of the original appraisal report and required appraisal updates as shown in the detail below, plus reimbursable expenses. Payment of these fees shall be made according to the following schedule:






