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Merchants Bancorp, 6.00% Fixed/Float Series B Non-Cumul Perp Preferred Stock
Ticker Symbol: MBINO* CUSIP: 58844R603 Exchange: NCM
* NOTE: This security is no longer trading as of 1/02/2025
Security has been Called for: Thursday, January 2, 2025
November 18, 2023 -- Net proceeds from the offering of 7.625% Fixed Rate Series E Non-Cumulative Perpetual Preferred Stock are expected to be used to redeem Merchants’ Series B preferred stock and for general corporate purposes including to support balance sheet growth of Merchants Bank. Found in the 10K filed March 12th 2024 -- Dividends on the Series B Preferred Stock, to the extent declared by the Company’s board, are payable quarterly at an annual rate of $60.00 per share (equivalent to $1.50 per depositary share) through September 30, 2024. After such date, quarterly dividends were to accrue and be payable at a floating rate equal to three-month LIBOR plus a spread of 456.9 basis points per year. However, the terms of the Series B Preferred Stock permit us to replace three-month LIBOR if we determine that LIBOR has been discontinued or is no longer viewed as an acceptable benchmark for similar securities. With the cessation of published three-month LIBOR rates as of June 30, 2023, the Company has determined that three-month LIBOR has been discontinued and is no longer an acceptable benchmark. The Company has replaced three-month LIBOR with Federal Reserve’s three month Secured Overnight Financing Rate (“SOFR”). The Company believes that three-month SOFR represents the most comparable replacement benchmark, is an industry-accepted substitute, and is consistent with expectations of investors in securities similar to the Series B Preferred Stock. In addition to replacing three-month LIBOR with three-month SOFR, the terms of the Series B Preferred Stock permit us to adjust the spread to ensure that the payable floating rate remains comparable. Therefore, if the Series B Preferred Stock remains outstanding on or after October 1, 2024, in addition to using three-month SOFR as the benchmark, the Company will increase the spread by 26.2 basis points, which is consistent with industry practice and the recommendation of the Federal Reserve’s Alternative Reference Rates Committee, resulting in the Company paying a floating rate of three-month SOFR plus a spread of 483.1 basis points during the floating rate period. The Company may also redeem the Series B Preferred Stock at its option, subject to regulatory approval, on or after October 1, 2024.
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QUANTUMONLINE.COM SECURITY DESCRIPTION: Merchants Bancorp, 6.00% Depositary Shares each representing a 1/40 interest in a share of the Series B Non-Cumulative Perpetual Preferred Stock, liquidation preference $25 per share, redeemable at the issuer's option on or after 10/01/2024 at $25 per share plus declared and unpaid dividends, and with no stated maturity. Non-Cumulative distributions of 6.00% per annum ($1.50 per annum or $0.375 per quarter) will be paid quarterly on 1/1, 4/1, 7/1 & 10/1 to holders of record on the record date that will be the 15th day prior to the payment date or such other record 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). From and including 10/01/2024, dividends will be paid at a floating rate of the Three-Month LIBOR Three-Month SOFR plus 4.569% 4.831% per annum. In the event that three-month LIBOR Three-Month SOFR is less than zero, three-month LIBOR Three-Month SOFR shall be deemed to be zero. 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-38 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 not rated by Moody’s or S&P at the time of its IPO. This security was rated as BBB+ by Egan-Jones 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.
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Go to Parent Company's Record (MBIN)
IPO - 8/12/2019 - 5.00 Million Shares @ $25.00 /share.
Link to IPO Prospectus
Previous Ticker Symbol: MCSBL Changed: 8/19/2019
Company's Online Information Links
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Company's Online SEC EDGAR Filings |
Company's Email Address Links |
Address and Phone Numbers |
Address: 410 Monon Blvd, Carmel, IN 46032 |
Main Phone Number |
317-569-7420 |
Fax Number |
317-569-6481 |
Corporate Communications
Rebecca Marsh
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317-805-4356
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Toll Free Phone Number |
Unknown |
CEO - Michael F. Petrie |
CFO - Sean A. Sievers |
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