IONIA, Mich., June 21 /PRNewswire-FirstCall/ -- Independent
Bank Corporation (Nasdaq: IBCP), the holding company of Independent
Bank, a Michigan-based community
bank ("we," "us" or the "Company"), today announced that it has
determined the final exchange ratios in connection with its
previously announced 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").
In accordance with the terms of the Exchange Offer, the Company
has determined the final exchange ratios for each series of trust
preferred securities and listed the final exchange ratios in the
table below.
As previously announced, the Early Tender Premium Deadline is
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 are 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.
The total number of shares of the Company's common stock
issuable for each Liquidation Amount of trust preferred securities
tendered (and not subsequently withdrawn) during the Exchange Offer
is equal to the applicable Exchange Value per trust preferred
security divided by $0.7347, which is
the arithmetic average of the per share volume weighted average
price of the Company's common stock for each trading day in the
five consecutive trading day period ended June 18, 2010. The
number of shares of the Company's common stock issuable for each
Liquidation Amount of trust preferred securities that is tendered
(and not subsequently withdrawn) during the Exchange Offer, as
applicable, is listed below:
|
|
Title of
Securities
|
|
Issuer
|
|
Aggregate
Liquidation Amount Outstanding
|
|
Liquidation Amount
per Trust Preferred Security
|
|
Exchange Value per
Trust Preferred Security
|
|
|
Exchange Ratio per
Liquidation Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.25% Cumulative
Trust Preferred Securities (Nasdaq: IBCPO)
|
|
IBC Capital
Finance II
|
|
$
|
50,600,000
|
|
$
|
25
|
|
$
|
22.65
|
|
|
|
30.8289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Trust Preferred Securities
|
|
IBC Capital
Finance III
|
|
$
|
12,000,000
|
|
$
|
1,000
|
|
$
|
861.11
|
|
|
|
1,172.0566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Trust Preferred Securities
|
|
IBC Capital
Finance IV
|
|
$
|
20,000,000
|
|
$
|
1,000
|
|
$
|
864.54
|
|
|
|
1,176.7252
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Floating Rate
Trust Preferred Securities
|
|
Midwest Guaranty
Trust I
|
|
$
|
7,500,000
|
|
$
|
1,000
|
|
$
|
871.26
|
|
|
|
1,185.8718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company will not issue fractional shares of our common stock
in the Exchange Offer. Instead, the number of shares of the
Company's common stock received by each registered holder whose
trust preferred securities are accepted for exchange in the
Exchange Offer will be rounded down to the nearest whole
number.
The Exchange Offer will expire at 11:59
p.m. Eastern time, on Tuesday, June
22, 2010, unless extended or earlier terminated by the
Company. Trust preferred securities that are tendered may be
withdrawn at any time prior to expiration. To receive the
consideration in the Exchange Offer, holders must validly tender
and not withdraw their securities prior to such expiration date.
The Company intends to deliver the consideration for the trust
preferred securities that are tendered in the Exchange Offer on or
about Wednesday, June 23, 2010.
D.F. King & Co., Inc. is
acting as exchange agent and information agent for this
transaction. For further details please contact D.F. King & Co., Inc. at (800) 431-9643 or,
for bankers and brokers, at (212) 269-5550 (Collect).
Important Additional Information about the Exchange
Offer
The complete terms and conditions of the Exchange Offer are set
forth in a prospectus and letter of transmittal sent to holders of
the trust preferred securities. Holders are urged to read these
Exchange Offer documents carefully as they contain important
information.
This press release is neither an offer to purchase, nor a
solicitation of a tender of, the trust preferred securities
or any other securities. 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 for the Exchange
Offer, the exchange agent for the Exchange Offer, the information
agent for the Exchange Offer, or any advisors to the Company 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 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). The Company has filed a registration statement
(including the prospectus) on Form S-4 for the Exchange Offer with
the SEC. Before any holder of trust preferred securities decides
whether to participate in the Exchange Offer, the holder should
read the prospectus contained with the registration statement and
the letter of transmittal the Company has filed with the SEC for
more complete information about the Company and the Exchange Offer.
These documents may be obtained for free at the SEC's Web site,
www.sec.gov or on the Company's 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
SOURCE Independent Bank Corporation