Form 8-K - Current report

MID PENN BANCORP INC false 0000879635 0000879635 2024-11-04 2024-11-04

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2024

 

 

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Pennsylvania		1-13677		25-1666413
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

2407 Park Drive Harrisburg, Pennsylvania		1.866.642.7736		17110
(Address of Principal Executive Offices)		(Registrant’s telephone number, including area code)		(Zip Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $1.00 par value per share		MPB		The NASDAQ Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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MID PENN BANCORP, INC.

FORM 8-K

 

Item 8.01

Other Events

On November 4, 2024, Mid Penn Bancorp, Inc. (the “Company”) completed its underwritten public offering of 2,375,000 shares of the Company’s common stock at a price to the public of $29.50 per share, before underwriting discounts. The aggregate gross proceeds of the offering were $70 million. The net proceeds of the offering after deducting the underwriting discount and other estimated offering expenses are expected to be approximately $67 million.

On November 4, 2024, Stephens Inc. and Piper Sandler & Co. (the “Underwriters”) also notified the Company of their determination to exercise their option to purchase up to an additional 356,250 shares of the Company’s common stock, in full, at the public offering price less underwriting discounts and commissions, or $28.025 per share. The Underwriters designated November 5, 2024 as the closing date.

A copy of the press release issued by Company announcing the closing of the offering is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.		Description
99.1		Press Release dated November 4, 2024
104.		Cover Page Interactive Date File (embedded within the XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						MID PENN BANCORP, INC.
Date: November 4, 2024						/s/ Rory G. Ritrievi
						Rory G. Ritrievi
						President and Chief Executive Officer

Exhibit 99.1

 

MID PENN BANCORP, INC. ANNOUNCES CLOSING OF PUBLIC OFFERING OF COMMON STOCK

HARRISBURG, PENNSYLVANIA (November 4, 2024) – Mid Penn Bancorp, Inc. (“Mid Penn” or the “Company”) (NASDAQ: MPB), the parent company of Mid Penn Bank, announced today that it has completed its underwritten public offering of 2,375,000 shares of common stock at a price of $29.50 per share. The aggregate gross proceeds of the offering were $70 million. The net proceeds of the offering after deducting the underwriting discount and other estimated offering expenses are expected to be approximately $67 million. The Company intends to use the net proceeds of the offering to support its continued growth, including investments in Mid Penn Bank to support organic growth, potential redemption of subordinated debt, future strategic transactions, and general corporate purposes.

Stephens Inc. acted as lead book-running manager for the offering, and Piper Sandler & Co. acted as joint book-running manager for the offering. Mid Penn was represented by Pillar + Aught. The underwriters were represented by Holland & Knight LLP.

 

On November 4, 2024, the underwriters also notified the Company of their determination to exercise their option to purchase up to an additional 356,250 shares of the Company’s common stock, in full, at the public offering price less underwriting discounts and commissions, which is expected to close on November 5, 2024.

The offering was made by means of an effective shelf registration statement, including a preliminary prospectus supplement and final prospectus supplement, copies of which may be obtained by contacting Stephens Inc., 111 Center Street, Little Rock, Arkansas 72201, Attention: Syndicate, or by calling toll free by telephone at [phone] or by email at [e-mail]; or Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, or by telephone: [phone] or by email: [e-mail].

 

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This announcement is for informational purposes only and is not an offer to sell or the solicitation of an offer to buy any securities of the Company, which is made only by means of a prospectus supplement and related base prospectus, nor will there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ABOUT MID PENN BANCORP, INC.:

Mid Penn Bancorp Inc. (NASDAQ: MPB), headquartered in Harrisburg, Pennsylvania, is the parent company of Mid Penn Bank, a full-service commercial bank. Mid Penn operates 45 retail locations throughout Pennsylvania and central New Jersey, has total assets of approximately $5 billion, and offers a comprehensive portfolio of financial products and services to the communities it serves. To learn more, please visit www.midpennbank.com.

SAFE HARBOR LANGUAGE:

This press release may contain, or incorporate by reference, statements about Mid Penn Bancorp, Inc. that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1005, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,” “projects,” “anticipates,” “is likely,” “look ahead,” “look forward,” “believes,” “will,” “intends,” “estimates,” “strategy,” “plan,” “could,” “potential,” “possible” and variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include information about the Company’s future financial performance, business strategy, projected plans and objectives and are based on the current beliefs and expectations of management. The Company’s management believes these forward-looking statements are reasonable, but they are all inherently subject to significant business, economic and competitive risks and uncertainties, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Prospective investors are cautioned that any forward-looking statements are not guarantees of future performance and involve risks and uncertainties and, accordingly, investors should not place undue reliance on these forward-looking statements, which speak only as of the date they are made.

Investors are urged to carefully consider the risks described in the Company’s filings with the SEC from time to time, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are available at www.midpennbank.com and the SEC’s website at www.sec.gov. The Company undertakes no obligation, and specifically disclaims any obligation, to update or revise forward-looking statements, whether as a result of new information or to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, except as required by federal securities laws.

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Document and Entity Information	Nov. 04, 2024
Cover [Abstract]
Entity Registrant Name	MID PENN BANCORP INC
Amendment Flag	false
Entity Central Index Key	0000879635
Document Type	8-K
Document Period End Date	Nov. 04, 2024
Entity Incorporation State Country Code	PA
Entity File Number	1-13677
Entity Tax Identification Number	25-1666413
Entity Address, Address Line One	2407 Park Drive
Entity Address, City or Town	Harrisburg
Entity Address, State or Province	PA
City Area Code	1.866
Local Phone Number	642.7736
Entity Address, Postal Zip Code	17110
Security 12b Title	Common Stock, $1.00 par value per share
Trading Symbol	MPB
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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