Merchants Bancorp Files 8-K: Material Agreement & Financials

TL;DR

MERCH files 8-K: Material agreement signed May 13, 2024, related to Series B Preferred Stock. Financials included.

AI Summary

Merchants Bancorp entered into a Material Definitive Agreement on May 13, 2024, related to its Series B Preferred Stock. The filing also includes other events and financial statements and exhibits. The company is incorporated in Indiana and its fiscal year ends on December 31.

Why It Matters

This filing provides crucial updates on a material agreement and financial information for Merchants Bancorp, which could impact investor decisions.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material agreement and financial information, not indicating immediate operational or financial distress.

Key Players & Entities

• Merchants Bancorp (company) — Registrant
• May 13, 2024 (date) — Date of earliest event reported
• Series B Preferred Stock (security) — Subject of material agreement
• Indiana (location) — State of Incorporation
• 410 Monon Boulevard Carmel, Indiana 46032 (address) — Business Address

FAQ

Key Financial Figures

• $43.00 — Stock"), at a public offering price of $43.00 per share in an underwritten public off
• $97,615,000 — eds of the Offering to be approximately $97,615,000. The Company intends to use the net pro

Filing Documents

• tm2413985d4_8k.htm (8-K) — 43KB
• tm2413985d4_ex1-1.htm (EX-1.1) — 183KB
• tm2413985d4_ex5-1.htm (EX-5.1) — 9KB
• tm2413985d4_ex99-1.htm (EX-99.1) — 11KB
• tm2413985d4_ex99-2.htm (EX-99.2) — 12KB
• tm2414413d1_ex5-1img001.jpg (GRAPHIC) — 24KB
• tm2414413d1_ex5-1img002.jpg (GRAPHIC) — 24KB
• tm2414413d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• tm2414413d1_ex99-2img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-062511.txt ( ) — 619KB
• mbin-20240513.xsd (EX-101.SCH) — 3KB
• mbin-20240513_def.xml (EX-101.DEF) — 27KB
• mbin-20240513_lab.xml (EX-101.LAB) — 37KB
• mbin-20240513_pre.xml (EX-101.PRE) — 26KB
• tm2413985d4_8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On May 13, 2024, Merchants Bancorp (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC., as representative of the several underwriters named in Schedule I thereto (collectively, the "Underwriters"), to issue and sell 2,400,000 shares of the Company's common stock, without par value ("Firm Stock"), at a public offering price of $43.00 per share in an underwritten public offering (the "Offering"). The offer and sale of shares of Firm Stock in the Offering was registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-266672), which was declared effective by the Securities and Exchange Commission on August 17, 2022, as supplemented by the prospectus supplement dated May 13, 2024 . As part of the Offering, the Company granted the Underwriters a 30-day right to purchase up to an additional 360,000 shares of the Company's common stock at the public offering price, less underwriting discounts and commissions. After deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, the Company expects the net proceeds of the Offering to be approximately $97,615,000. The Company intends to use the net proceeds from the Offering for general corporate purposes including to support balance sheet growth of Merchants Bank of Indiana. The Offering closed on May 16, 2024. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, indemnification obligations of the parties, including for liabilities under the Act, and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,

01 Other Events

Item 8.01 Other Events On May 13, 2024, the Company issued a press release announcing the launch of the Offering and the pricing of the Offering, and each is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements which reflect management's current views with respect to, among other things, future events and financial performance. These statements are often, but not always, made through the use of words or phrases such as "may," "might," "should," "could," "predict," "potential," "believe," "expect," "continue," "will," "anticipate," "seek," "estimate," "intend," "plan," "projection," "goal," "target," "aim," "would," "annualized" and "outlook," or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the industry, management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, management cautions that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, estimates and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated in these forward-looking statements, including the impacts of factors identified in "Risk Factors" or "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission. Any forward-looking statements presented herein are made only as of the date of this press release, and the Company does not undertake any obligation to update or revise any forward

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit 1.1 Underwriting Agreement, dated May 13, 2024, by and between Merchants Bancorp and Morgan Stanley & Co. LLC, as representative of the several underwriters named therein. Exhibit 5.1 Opinion of Krieg DeVault LLP. E xhibit 23.1 Consent of Krieg DeVault LLP (included in Exhibit 5.1 filed herewith). Exhibit 99.1 Press Release announcing launch of the Offering dated May 13, 2024, issued by Merchants Bancorp. Exhibit 99.2 Press Release announcing the pricing of the Offering dated May 13, 2024, issued by Merchants Bancorp. Exhibit 104 Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document. SIGNATURE 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. MERCHANTS BANCORP Date: May 16, 2024 By: /s/ Terry A. Oznick Name: Terry A. Oznick Title: General Counsel and Secretary [ Signature Page of Form 8-K]

View Full Filing

View this 8-K filing on SEC EDGAR