IONIA, Mich., May 12 /PRNewswire-FirstCall/ -- As previously
announced, Independent Bank Corporation (Nasdaq: IBCP), the holding
company of Independent Bank, a Michigan-based community bank ("we," "us" or
the "Company"), has made an offer to exchange up to 180,200,000
newly issued shares of its common stock for properly tendered and
accepted trust preferred securities issued by IBC Capital Finance
II (Nasdaq: IBCPO), IBC Capital Finance III, IBC Capital Finance
IV, and Midwest Guaranty Trust I (the "Exchange Offer"). The
Exchange Offer has been made pursuant to a prospectus and related
letter of transmittal, which are part of a registration statement
that we have filed with the Securities and Exchange Commission
("SEC").
The Early Tender Premium Date for each trust preferred security
accepted in accordance with the terms of the Exchange Offer,
previously scheduled for 5:00 p.m. Eastern
time, on Monday, May 17, 2010,
has been extended to 11:59 p.m., Eastern
time, on Tuesday, June 1,
2010, unless further extended or earlier terminated by
us.
Accordingly, the Early Tender Premium Deadline is now the same
as the Expiration Date for the Exchange Offer. All holders
whose trust preferred securities are accepted in accordance with
the terms of the Exchange Offer will be eligible to receive the
Early Tender Premium Value per trust preferred security, namely, an
additional 5% of the applicable Liquidation Amount of the trust
preferred securities.
As a result, for each trust preferred security accepted in
accordance with the terms of the Exchange Offer, the Company will
issue a number of shares of its common stock having an Exchange
Value set forth in the table below:
|
|
Title of
Securities
|
|
Issuer
|
|
Aggregate
Liquidation
Amount
Outstanding
|
|
|
Liquidation
Amount
per
Trust
Preferred
Security
|
|
|
Exchange
Value per Trust
Preferred Security
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.25% Cumulative
Trust Preferred Securities (Nasdaq: IBCPO)
|
|
IBC Capital
Finance II
|
|
$
|
50,600,000
|
|
|
$
|
25
|
|
|
$
|
22.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Trust Preferred Securities
|
|
IBC Capital
Finance III
|
|
$
|
12,000,000
|
|
|
$
|
1,000
|
|
|
$
|
861.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Trust Preferred Securities
|
|
IBC Capital
Finance IV
|
|
$
|
20,000,000
|
|
|
$
|
1,000
|
|
|
$
|
864.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Trust Preferred Securities
|
|
Midwest Guaranty
Trust I
|
|
$
|
7,500,000
|
|
|
$
|
1,000
|
|
|
$
|
871.26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
The other terms and conditions of the Exchange Offer, including
the price at which the number of shares of common stock we will
issue in the Exchange Offer will be determined, are set forth in
the prospectus and letter of transmittal previously sent to holders
of the trust preferred securities. Holders are urged to read
the Exchange Offer documents carefully.
This press release is neither an offer to purchase nor a
solicitation to buy any shares of the securities, nor is it a
solicitation for acceptance of the Exchange Offer. The Company is
making the Exchange Offer only by, and pursuant to the terms of,
the prospectus and the related letter of transmittal. The Exchange
Offer is not being made in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction. None of the Company or
its affiliates, the trustees of the various trusts, the dealer
manager, the exchange agent, the information agent, or financial
advisors is making any recommendation as to whether or not holders
should tender their trust preferred securities in the Exchange
Offer.
Copies of the prospectus and letter of transmittal may also be
obtained from D.F. King & Co.,
Inc., the information agent and exchange agent for the Exchange
Offer, at (800) 431-9643 or, for bankers and brokers, at (212)
269-5550 (Collect). Before you decide whether to participate in the
Exchange Offer, you should read the prospectus in the registration
statement and other documents the Company has filed with the SEC
for more complete information about the Company and the Exchange
Offer. You may obtain these documents for free at the SEC's Web
site, www.sec.gov. You may also obtain these documents on our Web
site at www.IndependentBank.com under the "Investor Relations"
tab.
About Independent Bank Corporation
Independent Bank Corporation (Nasdaq Symbol: IBCP) is a
Michigan-based bank holding
company with total assets of approximately $2.9 billion. Founded as First National
Bank of Ionia in 1864, Independent
Bank Corporation now operates over 100 offices across Michigan's Lower Peninsula through one
state-chartered bank subsidiary. This subsidiary (Independent
Bank) provides a full range of financial services, including
commercial banking, mortgage lending, investments and title
services. Independent Bank Corporation is committed to
providing exceptional personal service and value to its customers,
stockholders and the communities it serves.
For more information, please visit our Web site at:
www.IndependentBank.com
Any statements in this news release that are not historical
facts are forward-looking statements as defined in the Private
Securities Litigation Reform Act of 1995. Words such as "expect,"
"believe," "intend," "estimate," "project," "may" and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are predicated on management's
beliefs and assumptions based on information known to Independent
Bank Corporation's management as of the date of this news release
and do not purport to speak as of any other date. Forward-looking
statements include descriptions of plans and objectives of
Independent Bank Corporation's management for future or past
operations, products or services, and forecasts of the Company's
revenue, earnings or other measures of economic performance,
including statements of profitability, business segments and
subsidiaries, estimates of credit quality trends, and forecasts on
our subsidiary bank's ability to remain adequately capitalized
throughout 2010 and our expectation that our holding company will
have sufficient cash on hand to meet expected obligations during
2010. Such statements reflect the view of Independent Bank
Corporation's management as of this date with respect to future
events and are not guarantees of future performance, involve
assumptions and are subject to substantial risks and uncertainties,
such as the changes in Independent Bank Corporation's plans,
objectives, expectations and intentions. Should one or more of
these risks materialize or should underlying beliefs or assumptions
prove incorrect, the Company's actual results could differ
materially from those discussed. Factors that could cause or
contribute to such differences include the ability of Independent
Bank Corporation to meet the objectives of its capital restoration
plan, the ability of Independent Bank to remain well-capitalized
under federal regulatory standards, the pace of economic recovery
within Michigan and beyond,
changes in interest rates, changes in the accounting treatment of
any particular item, the results of regulatory examinations,
changes in industries where the Company has a concentration of
loans, changes in the level of fee income, changes in general
economic conditions and related credit and market conditions, and
the impact of regulatory responses to any of the foregoing.
Forward-looking statements speak only as of the date they are made.
Independent Bank Corporation does not undertake to update
forward-looking statements to reflect facts, circumstances,
assumptions or events that occur after the date the forward-looking
statements are made. For any forward-looking statements made in
this news release or in any documents, Independent Bank Corporation
claims the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995.
SOURCE Independent Bank Corporation