CARMEL, Ind., March 21, 2019 /PRNewswire/ -- Merchants Bancorp
( "Merchants") (Nasdaq: MBIN), parent company of Merchants Bank of
Indiana ("Merchants Bank"),
announced the pricing of an underwritten public offering of
2,000,000 shares of its 7.00 % Fixed-to-Floating Rate Series A
Non-Cumulative Perpetual Preferred Stock, (the "Series A preferred
stock"), with a liquidation preference of $25.00 per share. Merchants has granted the
underwriters a 30-day option to purchase 300,000 additional shares
of the Series A preferred stock.
When, as, and if declared by the board of directors of
Merchants, dividends will be payable on the Series A preferred
stock from the date of issuance to, but excluding April 1, 2024 at a rate of 7.00 % per annum,
payable quarterly, in arrears. From and including
April 1, 2024, dividends will be
payable at a floating rate equal to three-month LIBOR plus a spread
of 460.5 basis points per annum, payable quarterly, in arrears.
Merchants may redeem the Series A Preferred Stock at its option at
a redemption price equal to $25.00
per share, subject to regulatory approval, on or after April 1, 2024 or within 90 days following a
regulatory capital treatment event, as described in the prospectus
supplement and accompanying prospectus relating to the
offering.
Net proceeds from the offering are expected to be used for
general corporate purposes including to support balance sheet
growth of Merchants Bank and potential selective future
acquisitions.
Sandler O'Neill + Partners, L.P. is serving as sole
underwriter.
A shelf registration statement, including a prospectus, with
respect to the offering was previously filed by Merchants with the
Securities and Exchange Commission (the "SEC") and was declared
effective by the SEC on December 18,
2018. A preliminary prospectus supplement relating to the
offering has been filed with the SEC. The offering will be made
only by means of a prospectus supplement and accompanying
prospectus. When available, copies of the prospectus supplement and
the accompanying prospectus relating to these securities may be
obtained free of charge by visiting the SEC's website at
www.sec.gov, or may be obtained from Sandler O'Neill + Partners,
L.P., 1251 Avenue of the Americas, 6th Floor, New York, New York 10020, Attn: Syndicate
Operations, Telephone Number: 1-866-805-4128.
This news release shall not constitute an offer to sell, or the
solicitation of an offer to buy any security, nor shall there be
any offer or sale of these securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
ABOUT MERCHANTS BANCORP
Merchants Bancorp is a diversified bank holding company
headquartered in Carmel, Indiana
operating multiple lines of business, including Federal Housing
Administration ("FHA") multi-family housing and healthcare facility
financing and servicing, mortgage warehouse financing, retail and
correspondent residential mortgage banking, agricultural lending
and traditional community banking. Merchants Bancorp, with
$3.9 billion in assets and
$3.2 billion in deposits as of
December 31, 2018, conducts its
business through its direct and indirect subsidiaries, Merchants
Bank of Indiana, Merchants Capital
Corporation, Farmers-Merchants Bank of Illinois, Merchants Capital Servicing LLC, and
Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial
data, please visit Merchants' Investor Relations page at
investors.merchantsbankofindiana.com.
FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking" statements as that
term is defined in the Private Securities Litigation Reform Act of
1995, including with respect to the anticipated use of proceeds,
which statements are subject to a number of risks, uncertainties
and assumptions, including, but not limited to those that are
described in the "Risk Factors" section of the preliminary
prospectus supplement for this offering filed with the SEC on
March 15, 2019, the "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" sections in Merchant's Annual Report on
Form 10-K for the fiscal year ended December
31, 2018, and other filings that Merchants makes with the
SEC from time to time (which are available at www.sec.gov).
Investors should note that the forward-looking statements included
in this press release are not a guarantee of future events, and
that actual events may differ materially from those made in or
suggested by the forward-looking statements. 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," "will likely result,"
"anticipate," "seek," "estimate," "intend," "plan," "projection,"
"goal," "target," "outlook," "aim," "annualized," "would" 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
Merchant's industry, management's beliefs and certain assumptions
made by management, many of which, by their nature, are inherently
uncertain and beyond Merchant's control. Any forward-looking
statements presented herein are made only as of the date of this
press release, and Merchants does not undertake any obligation to
update or revise any forward-looking statements to reflect changes
in assumptions, the occurrence of unanticipated events, or
otherwise.
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SOURCE Merchants Bancorp