MidSouth Bancorp, Inc. (NYSE:MSL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 8, 2017, MidSouth Bancorp, Inc. (the Company) entered
into an Underwriting Agreement (the Agreement) with MidSouth
Bank, N.A., a national banking association, and Sandler ONeill
Partners, L.P., as sole underwriter (the Underwriter). to the
Agreement, the Company agreed to issue and sell 4,583,334 shares
of its common stock, par value $0.10 per share (the Common Stock)
at a public offering price of $12.00 per share (the Offering).
The Company also granted the Underwriter a 30-day option to
purchase an additional 687,500 shares of Common Stock.
The Agreement contains customary representations, warranties,
agreements and conditions to closing, as well as indemnification
obligations of the Company and the Underwriter, including for
liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to
such agreement, and may be subject to limitations agreed upon by
the contracting parties.
In connection with the Offering, the Company and each of the
Companys directors and executive officers have entered into
90-day lock-up agreements with respect to the sale of shares of
common stock, subject to customary exceptions, the form of which
agreement is attached to the Agreement.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached to this Current Report on
Form 8-K as Exhibit 1.1 and incorporated herein by reference.
The sale of the Common Stock in the Offering is being made to the
Companys Registration Statement on Form S-3 (File No.
333-206488), including a prospectus supplement dated June 8, 2017
to the prospectus contained in the Registration Statement.
Exhibits 5.1 and 23.1 to this Current Report on Form 8-K, the
legal opinion and consent, respectively, of Troutman Sanders LLP,
are filed herewith in connection with the Companys Registration
Statement and are incorporated therein.
Item 8.01. OTHER EVENTS.
On June 8, 2017, the Company issued a press release announcing
that it had priced an underwritten public offering of 4,583,334
shares of its common stock at a price of $12.00 per share.
On June 13, 2017, the Company completed the sale of 4,583,334
shares of its common stock at a price of $12.00 per share. The
Offering resulted in gross proceeds of approximately $55.0
million and net proceeds, after deducting the underwriting
discount and estimated offering expenses payable by the Company,
of approximately $51.4 million. The Offering was made through a
prospectus supplement and related prospectus filed with the
Securities and Exchange Commission to the Companys shelf
registration statement on Form S-3 (File No. 333-206488). On June
13, 2017, the Company issued a press release announcing the
completion of the Offering.
A copy of each of these press releases, dated June 8, 2017 and
June 13, 2017, is attached to this report as Exhibit 99.1 and
Exhibit 99.2, respectively, and incorporated by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits |
| 1.1 |
Underwriting Agreement dated as of June 8, 2017, by and among MidSouth Bancorp, Inc., MidSouth Bank, N.A., and Sandler ONeill Partners, L.P. |
| 5.1 |
Opinion of Troutman Sanders LLP, regarding the validity of the securities to be issued. |
| 23.1 | Consent of Troutman Sanders LLP (including in Exhibit 5.1). |
| 99.1 |
Press Release announcing the pricing of the Offering, dated June 8, 2017. |
| 99.2 |
Press Release announcing the completion of the Offering, dated June 13, 2017. |
About MidSouth Bancorp, Inc. (NYSE:MSL)
MidSouth Bancorp, Inc. is a financial holding company. The Company operates primarily through its wholly owned bank subsidiary, MidSouth Bank, N.A. The Company is operating principally in the community banking business by providing banking services to commercial and retail customers through the Bank. The Bank is community oriented and focuses primarily on offering commercial and consumer loan and deposit services to individuals and small to middle market businesses in Louisiana, and central and east Texas. Deposit products and services offered by the Bank include interest-bearing and noninterest-bearing checking accounts, investment accounts, cash management services and electronic banking services, including remote deposit capturing services, Internet banking, and debit and credit cards. Loans offered by the Bank include commercial and industrial loans, commercial real estate loans (both owner-occupied and non-owner occupied), other loans secured by real estate and consumer loans.