Merchants Bancorp Prices Perpetual Preferred Stock Offering

Rhea-AI Summary

On September 23, 2022, Merchants Bancorp (NASD: MBIN) announced the pricing of a public offering of 5,200,000 depositary shares, each representing a 1/40th interest in 8.25% Fixed Rate Reset Series D Non-Cumulative Perpetual Preferred Stock. The liquidation preference is set at $25.00 per share. An additional 780,000 shares may be purchased by underwriters. Dividends are payable quarterly at 8.25% until October 1, 2027, after which they will reset based on the five-year treasury rate plus 4.34%. Proceeds will support general corporate purposes, including balance sheet growth.

Positive

• Offering of 5,200,000 depositary shares at a liquidation preference of $25.00 enhances capital structure.
• Attractive 8.25% annual dividend until October 1, 2027, incentivizes investor interest.

Negative

• Potential dilution risk for existing shareholders if underwriters exercise the 30-day option for additional shares.

CARMEL, Ind., Sept. 23, 2022 /PRNewswire/ -- Merchants Bancorp ("Merchants") (Nasdaq: MBIN), parent company of Merchants Bank of Indiana ("Merchants Bank"), announced the pricing of an underwritten public offering of 5,200,000 depositary shares, each representing a 1/40th ownership interest in a share of its 8.25% Fixed Rate Reset Series D Non-Cumulative Perpetual Preferred Stock, without par value (the "Series D preferred stock"), with a liquidation preference of $25.00 per depositary share. Merchants has granted the underwriters a 30-day option to purchase 780,000 additional depositary shares of the Series D preferred stock, solely to cover over-allotments, if any.

When, as, and if declared by the board of directors of Merchants, dividends will be payable on the Series D preferred stock from the date of issuance to, but excluding, October 1, 2027 at a rate of 8.25% per annum, payable quarterly, in arrears on January 1, April 1, July 1 and October 1 of each year, beginning January 1, 2023.  From and including October 1, 2027, during each reset period, dividends will be payable at a rate per annum equal to the five-year treasury rate as of the most recent reset dividend determination date (as described in the prospectus supplement and accompanying prospectus relating to the offering) plus 4.34%, payable quarterly, in arrears on January 1, April 1, July 1 and October 1 of each year, beginning January 1, 2028. Merchants may redeem the Series D preferred stock at its option, subject to regulatory approval, at a redemption price equal to $25.00 per depositary share, plus any declared and unpaid dividends, on or after October 1, 2027 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 of the offering are expected to be used for general corporate purposes including to support balance sheet growth of Merchants Bank.

Piper Sandler & Co., Morgan Stanley & Co. LLC, and UBS Securities LLC are serving as joint book runners. 

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 August 17, 2022. 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 Piper Sandler & Co., 1251 Avenue of the Americas, 6^th Floor, New York, NY 10020, Attn: Syndicate Operations, Telephone: 1-866-805-4128, Morgan Stanley & Co. LLC, 180 Varick Street, Second Floor, New York, NY 10014, Attn: Prospectus Delivery, Telephone: 1-866-718-1649, or UBS Securities LLC, 1285 Avenue of the Americas, New York, NY 10019, Attn: Prospectus Department, Telephone number: 1-888-827-7275.

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

Ranked as a top performing U.S. public bank by S&P Global Market Intelligence, Merchants Bancorp is a diversified bank holding company headquartered in Carmel, Indiana operating multiple lines of business, including 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 $11.1 billion in assets and $8.3 billion in deposits as of June 30, 2022, conducts its business primarily through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Merchants Asset Management, LLC, Merchants Capital Investments, LLC, 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.merchantsbancorp.com.

Forward-Looking Statements

This press release includes "forward-looking" statements as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including with respect to the timing and size of the offering and 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 September 22, 2022, 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, 2021, and other periodic filings with the SEC from time to time (which are available at www.sec.gov).  Potential 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 Merchant's 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

FAQ

What is Merchants Bancorp's recent stock offering?

Merchants Bancorp priced a public offering of 5,200,000 depositary shares representing its 8.25% Fixed Rate Reset Series D preferred stock.

What is the dividend rate for the Series D preferred stock?

The Series D preferred stock offers an initial dividend rate of 8.25% per annum, payable quarterly.

When will dividends be paid on the Series D preferred stock?

Dividends will be paid quarterly starting January 1, 2023, until October 1, 2027.

What will happen to the dividend rate after October 1, 2027?

After October 1, 2027, the dividend rate will reset to the five-year treasury rate plus 4.34%.

How will the proceeds from the offering be used?

Net proceeds are expected to support general corporate purposes including balance sheet growth.