QUANTUMONLINE.COM SECURITY DESCRIPTION: Merchants Bancorp, Depositary Shares each representing a 1/40 interest in a share of the Fixed-Rate Reset Series D Non-Cumulative Perpetual Preferred Stock, liquidation preference $25 per share, redeemable at the issuer's option on or after 10/01/2027 at $25 per share plus declared and unpaid dividends, and with no stated maturity. Non-cumulative distributions of the Annual Fixed Dividend Rate will be paid quarterly on 1/1, 4/1, 7/1 & 10/1 to holders of record on which shall be the 15th calendar day before the applicable dividend payment date before the applicable dividend payment date or another date fixed by the board, not more than 60 days or less than 10 days prior to the payment date (NOTE: the ex-dividend date is the record date). The Annual Fixed Dividend Rate will be 8.25% until the first redemption date, then it will be equal to the sum of the Five-Year U.S Treasury Rate on the applicable fixed rate calculation date plus 4.34%, resetting every 5 years thereafter on applicable fixed rate calculation date (see prospectus for more details). The dividends are non-cumulative and if the board of directors does not declare a dividend or the company fails to pay a dividend declared by the board for any quarterly dividend period, the holder will not be entitled to receive any dividend for that quarterly period and the undeclared or unpaid dividend will not accumulate.
Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-35 of the prospectus for further information).
This security is possibly subject to an early call as a result of the occurrence of a regulatory capital treatment event which no longer allows the company to include the funds originating from this security as Tier 1 capital on their balance sheet (see the prospectus for further information).
This security was rated as Ba3 by Moody’s and NOT rated by S&P at the date of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
