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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Subordinated Indenture, dated December 15, 2021, by and between
4.1 Mercantile Bank Corporation and Wilmington Trust, National Association, as
trustee.*
First Supplemental Indenture to Subordinated Indenture, dated December
4.2 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.
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