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Section 1: 8-K (FORM 8-K)

 

 

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): February 20, 2020

 

 

 

Merchants Bancorp

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Indiana   001-38258 20-5747400

(State or Other Jurisdiction

of Incorporation)

 

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

410 Monon Boulevard

Carmel, Indiana 46032

(Address of Principal Executive Offices) (Zip Code)

(317) 569-7420

(Registrant’s Telephone Number, Including Area Code)

 

 Not Applicable
(Former name or former address, if changed since last report)

 

 

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:

 

¨ 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, without par value
Series A Preferred Stock, without par value
Depositary Shares, each representing a 1/40th interest in a share of Series B
Preferred Stock, without par value

MBIN

MBINP

MBINO

NASDAQ

NASDAQ

NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      x

 

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 8.01 Other Events.

 

On February 20, 2020, Merchants Bancorp (the “Company”) issued a press release announcing that the Company’s Board of Directors declared quarterly cash dividends of $0.08 per share on the Company’s outstanding shares of common stock, $0.4375 per share on the Company’s 7.00% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock (“Series A Preferred Stock”), and $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s 6% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock (“Series B Preferred Stock”). For each of the common stock, Series A Preferred Stock, and Series B Preferred Stock, the dividends are payable on April 1, 2020 to shareholders of record on March 13, 2020. The press release has been attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

Also on February 20, 2020, the Company’s Board of Directors declared that the Company’s annual meeting of shareholders will be held on Thursday, May 21, 2019.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

 

Description

   
99.1   Press Release dated February 20, 2020 issued by Merchants Bancorp

 

 

 

SIGNATURE

 

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.

 

  MERCHANTS BANCORP
     
     
Date: February 20, 2020 By:    /s/ John F. Macke
    Name: John F. Macke
    Title: Chief Financial Officer

 

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

 

Exhibit 99.1

 

 

 

 

 

PRESS RELEASE

 

Merchants Bancorp Increases Quarterly Common Dividend by 14%;

Declares Quarterly Common and Preferred Dividends

 

For Release February 20, 2020

 

CARMEL, Indiana – Merchants Bancorp (“Merchants”) (Nasdaq: MBIN), parent company and registered bank holding company of Merchants Bank of Indiana (“Merchants Bank”), today announced that its Board of Directors declared the following quarterly cash dividends for the first quarter of 2020, in each case to shareholders of record on March 13, 2020, payable on April 1, 2020:

 

·A dividend of $0.08 per share on the Company’s outstanding shares of its common stock (NASDAQ:MBIN), an increase of 14% compared to the the fourth quarter of 2019;

 

·A dividend of $0.4375 per share on the Company’s outstanding shares of its 7% Series A preferred stock (NASDAQ:MBINP);

 

·A dividend of $15.00 per share (equivalent to $0.375 per depositary share) on the Company’s outstanding shares of its 6% Series B preferred stock (NASDAQ:MBINO).

 

ABOUT MERCHANTS BANCORP

 

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 $6.4 billion in assets and $5.5 billion in deposits as of December 31, 2019, conducts its business through its direct and indirect subsidiaries, Merchants Bank of Indiana, Merchants Capital Corp., Farmers-Merchants Bank of Illinois, and Merchants Mortgage, a division of Merchants Bank of Indiana. For more information and financial data, please visit Merchants’ Investor Relations page at investors.merchantsbankofindiana.com.

 

Media Contact: Rebecca Marsh

Merchants Bancorp

Phone: (317) 805-4356

Email: [email protected]

 

Investor Contact: Tami Durle

Merchants Bancorp

Phone: (317) 324-4556

Email: [email protected]

 

 

 

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