Item 1.01
Entry into a Material Definitive Agreement.
On June 12, 2019, First Internet Bancorp (the “Company”) issued $35.0 million aggregate principal amount of 6.0% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”), at a public offering price equal to 100% of the par value of the Notes pursuant to the previously announced registered offering of the Notes (the “Offering”). The Company estimates that the net proceeds received from the sale of the Notes will total approximately $33.5 million, after deducting underwriting discounts of 3.15% and estimated expenses payable by the Company.
The Notes were offered pursuant to a prospectus supplement, dated June 5, 2019, to the prospectus dated August 16, 2017 that forms part of the Company’s effective registration statement on Form S-3 (File No. 333-219841) filed by the Company with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Notes were issued pursuant to a Subordinated Indenture, dated September 30, 2016 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture, dated June 12, 2019 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. From and including June 12, 2019 to but excluding June 30, 2024, the Notes will bear interest at an initial rate of 6.0% per annum. From and including June 30, 2024 to but excluding the maturity date or the date of earlier redemption, the interest rate will reset quarterly to an annual interest rate equal to the to the then-current Benchmark Rate (initially three-month LIBOR rate) plus 4.114%. Interest is payable quarterly in arrears on each March 30, June 30, September 30, and December 30, beginning September 30, 2019. The Notes were issued in denominations of $25 and integral multiples of $25 in excess thereof.
The Notes are unsecured subordinated obligations of the Company. There is no sinking fund for the Notes. The Notes are subordinated in right of payment to the payment of the Company’s existing and future senior indebtedness, including all of its general creditors, and they are structurally subordinated to all of the Company’s subsidiaries’ existing and future indebtedness and other obligations. The Notes are obligations of First Internet Bancorp only and are not obligations of, and are not guaranteed by, any of the Company’s subsidiaries. The Company may, beginning with the interest payment date of June 30, 2024 and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption.
The foregoing descriptions of the Base Indenture, the Supplemental Indenture and the Notes are each qualified by reference to the full text of the
Base Indenture,
Supplemental Indenture and form of Global Note, copies of which are included as Exhibits 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.