INDEPENDENT BANK CORPORATION (NASDAQ:IBCP) Files An 8-K Entry into a Material Definitive Agreement

On May 27, 2020, Independent Bank Corporation (the “Company”) entered into a Subordinated Note Purchase Agreement (the “Note Purchase Agreement”) with certain private investors (the “Purchasers”) to which the Company sold and issued $40,000,000 aggregate principal amount of 5.95% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were offered and sold by the Company to the Purchasers in a private placement in reliance on the exemption from the registration requirements of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation D thereunder. The Company intends to use the proceeds from the offering for general corporate purposes.

The Notes mature on May 31, 2030 (the “Maturity Date”) and bear interest at a fixed annual rate of 5.95%, payable semi-annually in arrears from May 27, 2020 to, but excluding, May 31, 2025. From and including May 31, 2025 to, but excluding, the Maturity Date or early redemption date, the interest rate will reset quarterly to an interest rate per annum equal to the then current three-month term Secured Overnight Financing Rate (SOFR), plus 582.5 basis points, payable quarterly in arrears. The Company is entitled to redeem the Notes, in whole or in part, on or after May 31, 2025, and to redeem the Notes at any time in whole upon certain other events. Any redemption of the Notes will be subject to prior regulatory approval to the extent required.

The Note Purchase Agreement contains certain customary representations, warranties, and covenants made by each of the Company and the Purchasers. The Notes are not subject to any sinking fund and are not convertible into or exchangeable for any other securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holders. Principal and interest on the Notes are subject to acceleration only in limited circumstances. The Notes are unsecured, subordinated obligations of the Company and generally rank junior in right to payment to the prior payment in full of all existing claims of creditors of the Company, whether now outstanding or subsequently created, assumed, or incurred. The Notes are the obligations of the Company only and are not obligations of, and are not guaranteed by, any subsidiaries of the Company. The Notes were designed to qualify as Tier 2 capital for regulatory capital purposes.

The foregoing descriptions of the Note Purchase Agreement and the Notes do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Note Purchase Agreement and the form of Note, each of which is attached as an exhibit to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

On May 27, 2020, the Company issued a press release announcing the completion of the issuance of the Notes, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.