Item 1.01
Entry into a Material Definitive Agreement.
On June 13, 2018, Mackinac Financial Corporation, a Michigan corporation (“Mackinac”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with mBank, Mackinac’s wholly-owned subsidiary and Piper Jaffray & Co., as representative (the “Representative”) of the underwriters identified therein (collectively, the “Underwriters”), pursuant to which Mackinac agreed to issue and sell 1,935,484 shares of its common stock, no par value per share, at a public offering price of $15.50 per share (the “Offering”). Under the terms of the Underwriting Agreement, Mackinac granted the Underwriters a 30-day option to purchase up to an additional 290,323 shares of Mackinac’s common stock. Mackinac expects to receive approximately $28.5 million in net proceeds from the Offering (assuming option to purchase additional shares is not exercised), after underwriting discounts and estimated expenses payable by Mackinac. The Offering is scheduled to close on or about June 15, 2018, subject to customary closing conditions.
The Underwriting Agreement contains representations, warranties and covenants made by Mackinac that are customary for transactions of this type. Under the terms of the Underwriting Agreement, Mackinac has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In addition, pursuant to the terms of the Underwriting Agreement, Mackinac and its executive officers and directors have entered into agreements providing that Mackinac and each of these persons may not, without the prior written approval of the Representative, subject to limited exceptions, offer, sell, transfer or otherwise dispose of Mackinac’s securities for a period of 90 days following the Offering.
The Offering was made pursuant to Mackinac’s Registration Statement on Form S-3 (Registration No. 333-224884), filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2018 and declared effective by the SEC on May 23, 2018, and the related prospectus supplement filed with the SEC on June 12, 2018.
A Form of Underwriting Agreement is filed as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The opinion of Mackinac’s counsel regarding the legality of the shares issued pursuant to the Offering is also filed as Exhibit 5.1.