Merchants Bancorp filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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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 Statement”), filed by Merchants with the Securities Exchange Commission. The Underwriting Agreement contains various representations, 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 Statement. The offering is expected to close November 25, 2024, subject to customary closing conditions.
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.
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 | ||