Merchants Bancorp Files 8-K on Material Agreement
Ticker: MBINN · Form: 8-K · Filed: Nov 20, 2024 · CIK: 1629019
| Field | Detail |
|---|---|
| Company | Merchants Bancorp (MBINN) |
| Form Type | 8-K |
| Filed Date | Nov 20, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $25 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, preferred-stock, financials
TL;DR
MERCH filed 8-K on Nov 18 for material agreement re: preferred stock. Check financials.
AI Summary
Merchants Bancorp entered into a material definitive agreement on November 18, 2024, related to its Series B, C, and D Preferred Stock. The filing also includes financial statements and exhibits, with the company's fiscal year ending on December 31st. Merchants Bancorp is incorporated in Indiana and headquartered in Carmel.
Why It Matters
This filing indicates a significant contractual development for Merchants Bancorp, potentially impacting its capital structure or financial obligations.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent business risks.
Key Players & Entities
- Merchants Bancorp (company) — Registrant
- November 18, 2024 (date) — Date of earliest event reported
- Indiana (location) — State of Incorporation
- Carmel (location) — City of Business Address
- Series B Preferred Stock (security) — Subject of agreement
- Series C Preferred Stock (security) — Subject of agreement
- Series D Preferred Stock (security) — Subject of agreement
FAQ
What specific material definitive agreement did Merchants Bancorp enter into?
The filing indicates a material definitive agreement was entered into on November 18, 2024, related to its Series B, C, and D Preferred Stock, but the specific details of the agreement are not provided in this excerpt.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on November 18, 2024.
In which state is Merchants Bancorp incorporated?
Merchants Bancorp is incorporated in Indiana.
What is the business address of Merchants Bancorp?
The business address of Merchants Bancorp is 410 Monon Boulevard, Carmel, Indiana 46032.
What is the fiscal year end for Merchants Bancorp?
The fiscal year end for Merchants Bancorp is December 31st.
Filing Stats: 787 words · 3 min read · ~3 pages · Grade level 12.5 · Accepted 2024-11-20 08:47:29
Key Financial Figures
- $25 — per share, with a liquidation value of $25 per depositary share, in a public offer
Filing Documents
- tm2425445d3_8k.htm (8-K) — 37KB
- tm2425445d3_ex1-1.htm (EX-1.1) — 212KB
- tm2425445d3_ex99-1.htm (EX-99.1) — 13KB
- tm2425445d3_ex1-1img004.jpg (GRAPHIC) — 3KB
- tm2425445d3_ex99-1img001.jpg (GRAPHIC) — 14KB
- 0001104659-24-120881.txt ( ) — 567KB
- mbin-20241118.xsd (EX-101.SCH) — 3KB
- mbin-20241118_def.xml (EX-101.DEF) — 27KB
- mbin-20241118_lab.xml (EX-101.LAB) — 37KB
- mbin-20241118_pre.xml (EX-101.PRE) — 26KB
- tm2425445d3_8k_htm.xml (XML) — 8KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On November 18, 2024, Merchants Bancorp ("Merchants") entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, UBS Securities LLC, Piper Sandler & Co. and Raymond James & Associates, Inc. as representatives for the several underwriters set forth on Schedule A to the Underwriting Agreement (collectively, the "Underwriters"), pursuant to which Merchants agreed to sell, and each Underwriter has severally and not jointly agreed to purchase, subject to and upon the terms and conditions set forth therein, an aggregate of 9,200,000 depositary shares (the "Depositary Shares") each representing a 1/40th ownership interest in a share of Merchants' 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock, without par value per share, with a liquidation value of $25 per depositary share, in a public offering pursuant to a Registration Statement on Form S-3 ( File No. 333-266672 ), and a related prospectus, including the related prospectus supplement (collectively, the "Registration warranties and agreements by Merchants, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Registration Statement and such exhibit is hereby incorporated by reference into the Registration
01 Other Events
Item 8.01 Other Events On November 18, 2024 Merchants issued a press release announcing the pricing of the underwritten public offering of Depositary Shares. This press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated November 18, 2024. 99.1 Press Release, November 18, 2024 issued by Merchants Bancorp. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in 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: November 20, 2024 By: /s/ Sean A. Sievers Name: Sean A. Sievers Title: Chief Financial Officer