| Item 1.01 | Entry Into A Material Definitive Agreement. |
On April 29, 2021, Mid Penn Bancorp, Inc. (the “Company”) and its wholly-owned bank subsidiary, Mid Penn Bank (the “Bank”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the underwriters named therein (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company will issue and sell to the Underwriters 2,600,000 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) at a public offering price of $25.00 per share in an underwritten public offering (the “Offering”). The Company has also granted the Underwriters a 30-day option to purchase up to 390,000 additional shares. The underwriting discounts and commissions were $1.375 per share sold in the Offering. The net proceeds of the Offering, after deducting underwriting discounts and commissions and estimated expenses payable by the Company, and without exercise of the Underwriters’ option, are expected to be approximately $61 million.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Bank, customary conditions to closing, indemnification obligations of the Company, the Bank and the Underwriters, including the liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting 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. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to Exhibit 1.1 to this Current Report on Form 8-K.
Pursuant to the Underwriting Agreement, the directors and certain executive officers of the Company entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement providing for a 90-day “lock-up” period with respect to sales of shares of the Company’s Common Stock or securities convertible into or exchangeable or exercisable for Common Stock, subject to certain exceptions.
The offer and sale of shares of Common Stock to be sold in this Offering have been registered under the Securities Act pursuant to a shelf registration statement filed with the Securities and Exchange Commission on Form S-3 (File No. 333-233146) declared effective by the Securities and Exchange Commission on August 16, 2019 (the “Registration Statement”). The offer and sale of the Common Stock is being made under the Company’s prospectus, dated August 16, 2019, filed as part of the Registration Statement, as supplemented by the final prospectus supplement dated April 29, 2021.
In connection with the Offering, the legal opinion as to the legality of the shares of Common Stock sold in this Offering is being filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein and into the Registration Statement by reference.
