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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): January 14, 2022
____________________
 
Mercantile Bank Corporation
(Exact name of registrant as specified in its charter)
 
Michigan 000-26719 38-3360865
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
 
 
310 Leonard Street NW, Grand Rapids, Michigan 49504 
(Address of principal executive offices)  (Zip Code)
   
Registrant's telephone number, including area code 616-406-3000
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
MBWM
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).                                                              
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.          ☐
 
 
 
 
Item 1.01     Entry into a Material Definitive Agreement.
 
On January 14, 2022, pursuant to that certain Indenture and First Supplemental Indenture, each dated December 15, 2021 (the “Indenture”), by and between Mercantile Bank Corporation (the “Company”) and Wilmington Trust, National Association, as trustee (the “Trustee”), the Company authorized and directed the Trustee to (i) increase the aggregate principal amount of its 3.25% fixed-to-floating rate subordinated notes due 2032 (the “Original Notes”) from $75.0 million to $90.0 million and (ii) reopen the series of Original Notes for issuance of additional notes in the aggregate principal amount of $15,000,000 (the “Additional Notes”). The Company entered into Subordinated Note Purchase Agreements (the “Purchase Agreement”) with certain qualified institutional buyers and institutional accredited investors (the “Additional Purchasers”) pursuant to which the Company issued and sold the Additional Notes at a price equal to 100% of their face amount. Additionally, the Additional Purchasers paid the Company $39,270.83, which is equal to the amount of accrued and unpaid interest on $15,000,000 from December 15, 2021 up to, but not including, the date of the delivery of the Additional Notes. The Company intends to use the net proceeds it received from the sale of the Additional Notes for general corporate purposes, including providing capital to support the organic growth of its bank subsidiary, Mercantile Bank of Michigan.
 
In connection with the sale and issuance of the Additional Notes, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Additional Purchasers.
 
The Purchase Agreement, Additional Notes, and Registration Rights Agreement are identical in all material respects to those used in connection with the issuance of the Original Notes on December 15, 2021, and the description of the terms of those documents is incorporated herein by reference to the Company’s Current Report on Form 8-K filed December 17, 2021. The form of Purchase Agreement, the form of Registration Rights Agreement, the Indenture, First Supplemental Indenture and the form of Note attached as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3, respectively, to the Company’s Current Report on Form 8-K filed December 17, 2021 are incorporated herein by reference.
 
Item 2.03.     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
 
Item 7.01.     Regulation FD Disclosure.
 
On January 14, 2022, the Company issued a press release announcing the completion of the offering of the Additional Notes, a copy of which is furnished herewith as Exhibit 99.1.
 
2
 
 
Item 9.01.     Financial Statements and Exhibits.
(d) Exhibits
 
4.1 Subordinated Indenture, dated December 15, 2021, by and between Mercantile Bank Corporation and Wilmington Trust, National Association, as trustee.*
   
4.2 First Supplemental Indenture to Subordinated Indenture, dated December 15, 2021, by and between Mercantile Bank Corporation and Wilmington Trust, National Association, as trustee.*
   
4.3  Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2032.*
   
10.1 Form of Subordinated Note Purchase Agreement dated December 15, 2021, by and among Mercantile Bank Corporation and the Purchasers.*
   
10.2 Form of Registration Rights Agreement dated December 15, 2021, by and among Mercantile Bank Corporation and the Purchasers.*
   
99.1 Press Release issued by Mercantile Bank Corporation dated January 14, 2022.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*Incorporated by reference to the Company’s Current Report on Form 8-K filed December 17, 2021.
 
 
Signatures
 
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.
 
Mercantile Bank Corporation
By:
  /s/ Charles E. Christmas
Charles E. Christmas
Executive Vice President, Chief
    Financial Officer and Treasurer  
January 14, 2022
 
3
 
 
Exhibit Index
 
 
Exhibit
Number                   Description
 
4.1 Subordinated Indenture, dated December 15, 2021, by and between Mercantile Bank Corporation and Wilmington Trust, National Association, as trustee.*
   
4.2 First Supplemental Indenture to Subordinated Indenture, dated December 15, 2021, by and between Mercantile Bank Corporation and Wilmington Trust, National Association, as trustee.*
   
4.3 Form of 3.25% Fixed-to-Floating Rate Subordinated Note due 2032.*
   
10.1 Form of Subordinated Note Purchase Agreement dated December 15, 2021, by and among Mercantile Bank Corporation and the Purchasers.*
   
10.2 Form of Registration Rights Agreement dated December 15, 2021, by and among Mercantile Bank Corporation and the Purchasers.*
   
99.1 Press Release issued by Mercantile Bank Corporation dated January 14, 2022.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
*Incorporated by reference to the Company’s Current Report on Form 8-K filed December 17, 2021.
 
 

Exhibit 99.1

 

LOGO.JPG
 

Mercantile Bank Corporation Raises Additional $15 Million of Subordinated Notes

 

 

GRAND RAPIDS, Mich., January 14, 2022 – Mercantile Bank Corporation (NASDAQ: MBWM) ("Mercantile” or the "Company”) today announced that it has issued an additional $15 million of its 3.25% fixed-to-floating rate subordinated notes due 2032 (the “Notes”) in a private placement. The offering is an expansion of the $75 million offering completed December 15, 2021 and was completed on the same terms as the prior offering and under the existing Indenture. The Notes bear a fixed rate of 3.25% for the first five years and will reset quarterly thereafter to the then current three-month SOFR rate plus 212 basis points. The Company intends to use the net proceeds from the offering for general corporate purposes.

 

“We are very pleased to have the opportunity to expand our capital raise with these additional funds,” said Robert B. Kaminski Jr., President and CEO of Mercantile. “The proceeds will further enhance our ability to capitalize on our strong commercial loan growth and current loan pipeline, which we believe will remain robust into 2022.”

 

Raymond James & Associates, Inc. served as the sole placement agent for the offering. Dickinson Wright PLLC served as legal counsel to the Company and Dinsmore & Shohl LLP served as legal counsel to the placement agent.

 

This press release is for informational purposes only and shall not constitute an offer to sell, or the solicitation of an offer to buy, the Notes and shall not constitute an offer, solicitation or in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

 

About Mercantile Bank Corporation

 

Based in Grand Rapids, Michigan, Mercantile Bank Corporation is the bank holding company for Mercantile Bank of Michigan.  Mercantile provides banking services to businesses, individuals and governmental units, and differentiates itself on the basis of service quality and the expertise of its banking staff. Mercantile has assets of approximately $5.2 billion and operates 44 banking offices. Mercantile Bank Corporation’s common stock is listed on the NASDAQ Global Select Market under the symbol “MBWM.”

 

 
 

 

Forward-Looking Statements

 

This news release contains statements or information that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” and similar references to future periods. Any such statements are based on current expectations that involve a number of risks and uncertainties. Actual results may differ materially from the results expressed in forward-looking statements. Factors that might cause such a difference include changes in interest rates and interest rate relationships; increasing rates of inflation and slower growth rates; significant declines in the value of commercial real estate; market volatility; demand for products and services; the degree of competition by traditional and nontraditional financial services companies; changes in banking regulation or actions by bank regulators; changes in tax laws; changes in prices, levies, and assessments; the impact of technological advances; potential cyber-attacks, information security breaches and other criminal activities; litigation liabilities; governmental and regulatory policy changes; the outcomes of existing or future contingencies; trends in customer behavior as well as their ability to repay loans; changes in local real estate values; damage to our reputation resulting from adverse publicity, regulatory actions, litigation, operational failures, and the failure to meet client expectations and other facts; changes in the method of determining Libor and the phase-out of Libor; changes in the national and local economies, including the ongoing disruption to financial market and other economic activity caused by the COVID-19 pandemic; and other factors, including those expressed as risk factors, disclosed from time to time in filings made by Mercantile with the Securities and Exchange Commission. Mercantile undertakes no obligation to update or clarify forward-looking statements, whether as a result of new information, future events or otherwise. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein.

 

FOR FURTHER INFORMATION:

 

  Robert B. Kaminski, Jr. Charles Christmas
  President & CEO  Executive Vice President & CFO
  616-726-1502 616-726-1202
  rkaminski@mercbank.com cchristmas@mercbank.com