Securities Registration (section 12(b)) (8-a12b)
March 23 2021 - 7:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR
(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MERCHANTS BANCORP
(Exact name of registrant as specified in
its charter)
Indiana
(State or other jurisdiction of
incorporation or organization)
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20-5747400
(I.R.S. Employer Identification No.)
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410 Monon Blvd. Carmel, Indiana
(Address of principal executive offices)
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46032
(Zip Code)
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Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Depositary Shares, Each Representing a 1/40th
Interest in a Share of 6.00% Fixed Rate Series C
Non-Cumulative
Perpetual Preferred Stock, without par value
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The Nasdaq Stock Market LLC
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the
following box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the
following box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: 333-235744
Securities to be registered pursuant to Section 12(g) of
the Act: None
Item 1. Description
of Registrant’s Securities to Be Registered.
This Registration Statement on Form 8-A
relates to an aggregate of 6,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th
interest in a share of 6.00% Fixed Rate Series C Non-Cumulative Perpetual Preferred Stock, without par value (the “Series C
Preferred Stock”) of Merchants Bancorp (the “Company”), with a liquidation preference of $1,000 per share of
Series C Preferred Stock (equivalent to $25.00 per Depositary Share), which represents $150,000,000 in aggregate liquidation
preference. The descriptions of the Depositary Shares and Series C Preferred Stock are set forth under the heading “Description
of Depositary Shares” and “Description of Series C Preferred Stock” in the Company’s final prospectus
supplement, dated March 16, 2021, to the prospectus dated January 9, 2020, which constitutes a part of the Company’s
Registration Statement on Form S-3 (File No. 333-235744), filed under the Securities Act of 1933, as amended, which information
is hereby incorporated herein by reference.
Item 2. Exhibits.
Exhibit 3.1
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First Amended and Restated Articles of Incorporation of Merchants Bancorp (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended filed on September 25, 2017).
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Exhibit 3.2
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Articles of Amendment designating the 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed on March 28, 2019).
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Exhibit 3.3
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Articles
of Amendment designating the 6.00% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock
(incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed on August 19,
2019).
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Exhibit 3.4
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Articles of Amendment designating the 6.00% Fixed Rate Series C Non-Cumulative Perpetual Preferred Stock.
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Exhibit 3.5
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Second Amended and Restated By-Laws of Merchants Bancorp (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 20, 2017).
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Exhibit 4.1
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Form of Deposit Agreement, by and among Merchants Bancorp, Computershare Inc. and Computershare Trust Company, N.A., and the Holders from time to time of the depositary receipts described therein.
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Exhibit 4.2
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Form of Depositary Receipt representing the Depositary Shares (included as Exhibit A to Exhibit 4.1 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by
the undersigned, thereto duly authorized.
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Merchants Bancorp
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Date: March 23, 2021
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By:
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/s/ Terry A. Oznick
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Name:
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Terry A. Oznick
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Title:
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Senior Vice President, General Counsel
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