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INBK > SEC Filings for INBK > Form 8-K on 5-Jul-2013All Recent SEC Filings

Show all filings for FIRST INTERNET BANCORP



Entry into a Material Definitive Agreement, Creation of a Direct Financial

Item 1.01. Entry Into Material Definitive Agreement.

On June 28, 2013, First Internet Bancorp (the "Company") entered into a Subordinated Debenture Purchase Agreement with Community BanCapital, L.P. (the "Lender"). The purchase agreement provides the Company with a loan of $3,000,000 in the form of subordinated debt. The loan is evidenced by a subordinated debenture in the principal amount of $3,000,000, which bears interest at a fixed annual rate of 8.00% and is scheduled to mature on June 28, 2021; however, the Company can repay the loan without premium or penalty at any time after June 28, 2016. The debenture is expected to qualify for treatment as Tier 2 capital for regulatory capital purposes. The purchase agreement and the debenture contain customary subordination provisions and events of default; however the right of the Lender to accelerate the payment of the debenture is limited to bankruptcy or insolvency.

As partial inducement for the Lender to enter into the purchase agreement, the Company issued to the Lender a warrant to purchase up to 48,750 shares of its common stock, no par value, at an initial per share exercise price equal to $19.33.

The warrant will become exercisable on June 28, 2014, and, unless previously exercised, will expire on June 28, 2021. The Company has the right to force an exercise of the warrant after the debenture has been repaid in full if the 20-day volume-weighted average price of a share of its common stock exceeds $30.00.

In addition, on June 28, 2013 the Company entered into a separate arrangement pursuant to which, at the Company's option, the Lender has committed to provide an additional $3,000,000 loan on or before December 31, 2013 under terms and conditions substantially similar to those contained in the purchase agreement.

The foregoing descriptions of the purchase agreement, debenture and warrant are qualified by reference to the full text of each document, copies of which are filed with this current report on Form 8-K as Exhibits 10.1, 10.2 and 4.1, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The discussion under Item 1.01 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
4.1 Warrant to purchase common stock dated June 28, 2013
10.1 Subordinated Debenture Purchase Agreement with Community BanCapital, L.P. dated June 28, 2013
10.2 Subordinated Debenture dated June 28, 2013

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