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| MFNC > SEC Filings for MFNC > Form 8-K on 27-Aug-2012 | All Recent SEC Filings |
27-Aug-2012
Entry into a Material Definitive Agreement, Other Events, Financial
On August 23, 2012, Mackinac Financial Corporation (the "Company") and its subsidiary, mBank, entered into an underwriting agreement (the "Underwriting Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P. (together, the "Underwriters") and the United States Department of the Treasury (the "Selling Shareholder"), relating to the Selling Shareholder's offer and sale of 11,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value per share, of the Company (the "Preferred Stock"). Under the terms of the Underwriting Agreement, the Underwriters agreed to purchase the Preferred Stock from the Selling Shareholder at a price of $945.65865 per share, and to sell the Preferred Stock to the public through a modified dutch auction at an initial public offering price of $958.09 per share. The Company will not receive any of the proceeds from the offering. The offering is expected to close on or about August 29, 2012. The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary conditions to closing, indemnification rights, other obligations of the parties and termination provisions.
The offering has been made pursuant to the Company's effective shelf registration statement on Form S-1 (File No. 333-182724) dated July 17, 2012, as amended by subsequent pre-effective amendments, and a prospectus supplement thereto.
The foregoing summary of the terms of the Underwriting Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by such document, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
The Company has issued a press release related to the events described above. A copy of the Company's press release, dated August 24, 2012, is attached hereto as Exhibit 99.1 and incorporated herein by reference.
(d) Exhibits
1.1 Underwriting Agreement dated August 23, 2012, by and among, Mackinac Financial Corporation, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Sandler O'Neill & Partners, L.P., and the United States Department of the Treasury.
99.1 Press release dated August 24, 2012
Disclosure about forward-looking statements
This Form 8-K contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management's business strategy, national, regional, and local market conditions and legislative and regulatory conditions.
Readers should not place undue reliance on forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.
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