UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: August 28,
2008
Home
Federal Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland | 000-52995 | 26-0886727 |
| (State or other jurisdiction | (Commission File | (I.R.S. Employer |
| of incorporation) | Number) | Identification No.) |
500
12th
Avenue South
Nampa,
Idaho 83651
(Address
of principal executive offices and zip code)
(208)
468-5100
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
On August
28, 2008, Home Federal Bank (“Bank”), the subsidiary of Home Federal Bancorp,
Inc. (“Company”), entered into a binding agreement with EverBank (“Agreement”),
whereby EverBank will purchase the Bank’s 1-4 family residential loan investor
servicing portfolio (“Servicing Portfolio”). The purchase price is 1.02% of the
unpaid principal balance of all loans in the Servicing Portfolio, except for
those loans that are sixty (60) days or more past due, in litigation, in
bankruptcy or in foreclosure as of the Sale Date. At July 31, 2008, the Bank’s
Servicing Portfolio totaled approximately $169.8 million and the related
mortgage servicing rights asset was approximately $1.8 million. The Company
anticipates the loss on the sale of the Servicing Portfolio, including fees and
expenses, to be approximately $125,000 after the effect of income taxes. The
actual loss incurred and the balance of loans in the Servicing Portfolio to be
transferred to EverBank are subject to change as those amounts will be
determined on the Sale Date and are dependent upon the delinquency and principal
repayment performance of the Servicing Portfolio up to the Sale
Date. The sale is anticipated to be consummated on October 31, 2008,
and the complete transfer of the Servicing Portfolio shall occur no later than
December 1, 2008. The sale is also subject to the negotiation and execution of a
purchase and sale agreement, which will contain, among other provisions,
customary terms regarding representations warranties and covenants and
indemnification. The foregoing description of the Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Agreement. A copy of the Agreement is attached as Exhibit 10.1 to
this Form 8-K and incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits
10.1
Letter of
offer and intent to purchase investor servicing between EverBank, or one of its
affiliates,
and Home Federal Bank
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
| HOME FEDERAL BANCORP, INC. | |
| Date: August 28, 2008 | By: /s/ Eric S. Nadeau |
| Eric S. Nadeau | |
| Executive Vice President and | |
| Chief Financial Officer |
Exhibit
10.1
VIA
EMAIL
August
26, 2008
Mr. Dan
Thomas
Mortgage
Industry Advisory Corporation
80 Maiden
Lane, Suite 1401
New York,
NY 10038
Re: $170
Million of Fannie Mae, Freddie Mac and FHLB Servicing as described in the
Mortgage Industry
Advisory Corporation, Offering Memorandum #R1-0808.
Dear Mr.
Thomas:
This
letter confirms EverBank's or one of its affiliates' offer and intent to
purchase the Fannie Mae, Freddie Mac and FHLB without recourse Servicing
totaling approximately $169,818,237 covered by the referenced offering on the
terms and conditions expressed in this letter.
|
1.
|
Purchase
Price shall be calculated by multiplying the Bid Percentage of 1.02%
(0.0102) by the unpaid principal balance of all the loans as of the Sale
Date, except for those sixty (60) days or more past due, in litigation, in
bankruptcy or in foreclosure as of the Sale Date
("Loans"). Payment of the Purchase Price will be scheduled as
follows:
|
a. Twenty
percent (.20) of the estimated Purchase Price shall be paid to the Seller on the
Sale Date. The Sale Date will be the date on which the Purchaser is entitled to
all the rights and benefits of the Servicing which shall be October 31,
2008.
b. Ninety
percent (.90) of the Purchase Price, less previous payment, will be paid to the
Seller within three (3) business days after the Transfer Date. The Transfer Date
will be the date on which the servicing functions are actually assumed by the
Purchaser.
c. Provided
that the Seller is not in breach of the Purchase and Sale Agreement
("Agreement") entered into by Purchaser and Seller pursuant to this letter, the
remaining ten percent (10%) of the Purchase Price will be paid to Seller upon
Seller’s completion of all delivery requirements outlined in the
Agreement.
|
2.
|
The
Transfer Date will be the date the Purchaser assumes the obligations to
service the portfolio in accordance with the terms of investor approvals
or consents, but in any event, not later than December 1, 2008. The Seller
will continue to service the Loans from the Sale Date to the Transfer Date
under an interim servicing agreement mutually acceptable to the parties
hereto with terms, including, but not limited to, a sub-servicing fee of
$5.00 per Loan per month and Seller to receive the economic benefit of the
custodial accounts and ancillary income less fifty percent (50%) of the
late charge income.
|
|
3.
|
The
Purchaser shall deduct from the purchase price $1,800.00 for each FHLB FHA
Loan that is ninety (90) days or more delinquent or in bankruptcy as of
the Sale Date.
|
4. This
offer to purchase the Servicing is subject to the following
conditions:
a. Purchaser
shall have the right to conduct due diligence review as to the following
matters: (i) the books, records, loan documentation and accounts of Seller as
they relate to all applicable requirements pursuant to Investor regulation, (ij)
review of the credit quality and underwriting standards and procedures used by
the Seller, (iii) review of the Servicing Agreements, and (iv) verification that
the information provided by the Seller and/or Broker is substantially correct
and without material errors or omissions. Any due diligence review conducted by
Purchaser shall not relieve Seller of its representations, warranties and
covenants under the Agreement for Purchase and Sale of Servicing;
b. Determination
by the Purchaser that the Seller's financial condition is sufficiently strong to
perform the required representations and warranties (Seller and Purchaser agree
to exchange audited financial statements within, three (3) business days after
acceptance of bid);
c. Seller's
delivery to the Purchaser of Investors' unconditional approvals of the transfer
by Seller/Servicer of its rights and responsibilities under the
Loans.
d. Execution
no later than on October 27, 2008, by Purchaser and Seller of a mutually
acceptable Agreement which will contain, among other provisions, (i) the
Seller's agreement to hold Purchaser harmless, by Loan repurchase and otherwise,
for any and all expenses, cost or loss incurred by Purchaser as a result of
improper or inadequate origination and servicing of the Loans prior to the
Transfer Date, (ii) reasonable and customary covenants, representations and
warranties, and (iii) a provision for reimbursement by the Seller to Purchaser
for the Purchase Price paid on Loans that prepay in full within three (3) months
after the Sale Date;
e. Mutual
approval and acceptance by Purchaser and Seller of any and all necessary
documentation to conclude the sale and assignment of the Servicing by Seller to
Purchaser.
|
5.
|
Seller
shall transfer to Purchaser within two (2) business days after the
Transfer Date all Loan escrow monies in immediate available funds, and
shall deliver all Loan files to Purchaser on the Transfer Date. In
addition to payment of the Purchase Price on all Loans eligible for
transfer, Purchaser agrees to reimburse Seller for all documented advances
for principal, interest, taxes and insurance to the extent that said
advances have been made in accordance with applicable investor and/or
Insurer/Guarantor regulations and are deemed by Purchaser to be
recoverable.
|
|
6.
|
The
costs of obtaining investor approval, fees due investors, or subservicer,
if any, the costs associated with preparing and recording assignments of
mortgages from the Seller to Purchaser or Purchaser's designee, preparing
assignments of mortgages from Purchaser to blank, if applicable, the costs
of shipping all Loan records and servicing files to Purchaser and/or
Purchaser's custodian shall be paid by the
Seller.
|
|
7.
|
Seller
agrees to provide Purchaser with full service lifetime tax and flood
servicing contracts
|
on all
Loans and Seller shall pay all associated costs involved in transferring these
contracts to Purchaser.
|
8.
|
Seller
represents and warrants that it has full right and authority to sell the
Servicing to Purchaser and such Servicing is not pledged or used as
collateral for any loan or other obligation of
Seller.
|
|
9.
|
Seller
warrants that all pools have been final certified or will be final
certified prior to the Sale Date and will remain in strict conformance
with Investor regulations.
|
Unless
accepted sooner, this offer will expire at 12:00 p.m. EST, August 28, 2008. Upon
acceptance, this letter will constitute a binding agreement between the parties,
subject to compliance with the terms of and conditions herein.
Sincerely,
|
EVERBANK
|
|||
|
By:
|
/s/Carolyn
S. Cragg
|
August
26, 2008
|
|
|
Carolyn
S. Cragg
|
|||
|
Title:
|
Sr.
Vice President
|
||
|
Accepted,
|
|||
|
SELLER
|
|||
|
By:
|
/s/Eric
S. Nadeau
|
August
28, 2008
|
|
|
Eric
S. Nadeau
|
|||
|
Title:
|
Executive
Vice President
|
||
|
Chief
Financial Officer
|
|||