Business Context and Reporting Period
This Form 8-K Current Report was filed by First Internet Bancorp on December 14, 2016. The filing announces the entry into a material definitive agreement regarding an underwritten public offering of common stock.
Key Financial Metrics and Transaction Details
- Shares Issued: 945,000 newly issued shares of common stock.
- Offering Price: $26.50 per share.
- Estimated Net Proceeds: Approximately $23.4 million.
- Underwriting Discounts: $1.325 per share.
- Expected Closing Date: On or about December 20, 2016.
The filing does not provide current period revenue, profit, cash flow, margins, debt, or liquidity metrics, as this report focuses solely on the capital raise transaction.
Material Changes and Agreements
On December 14, 2016, First Internet Bancorp and its wholly owned subsidiary, First Internet Bank of Indiana, entered into an Underwriting Agreement with Keefe, Bruyette & Woods, Inc. as the representative of the underwriters. Key terms include:
- Lock-Up Period: Directors and executive officers agreed to a 45-day lock-up period regarding the sale of specified securities.
- Indemnification: The Company and the Bank agreed to indemnify the underwriters against certain liabilities.
- Regulation FD Disclosure: A press release announcing the offering was issued on December 15, 2016.
Outlook, Risks, and Contingencies
The offering is subject to the satisfaction of customary closing conditions. The filing includes a cautionary statement regarding forward-looking statements, noting that actual results may differ due to various risks, including:
- Failures or interruptions in communications and information systems.
- Failure of plans to grow commercial real estate and commercial/industrial loan portfolios.
- Competition with national, regional, and community financial institutions.
- Loss of key senior management members.
- Fluctuations in interest rates and general economic conditions.
- Risks related to the regulation of financial institutions.
Investor Verification Checklist
- Verify the final closing date of the offering (expected December 20, 2016).
- Confirm the actual net proceeds received after final underwriting discounts and expenses.
- Review the attached Underwriting Agreement (Exhibit 1.1) for specific covenants and conditions.
- Monitor the press release (Exhibit 99.1) for the stated intended use of proceeds.
- Check subsequent filings for any changes in the company's capital structure post-closing.