Independent Bank Corporation Files Registration Statement With Securities And Exchange Commission For Equity Line Transaction
IONIA, Mich., Sept. 3 /PRNewswire-FirstCall/ -- Independent Bank Corporation (Nasdaq: IBCPD), the holding company of Independent Bank, a Michigan-based community bank, announced today that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (SEC) relating to the resale by Dutchess Opportunity Fund, II, LP ("Dutchess") of any shares of common stock sold by the Company to Dutchess pursuant to an Investment Agreement the Company entered into with Dutchess on July 7, 2010. This Investment Agreement establishes an equity line facility, which is intended by the Company as a future contingent source of liquidity. Pursuant to the Investment Agreement, Dutchess committed to purchase up to $15 million of the Company's common stock over a 36-month period after the registration statement becomes effective. The Company has the right, but no obligation, to draw on this equity line facility from time to time during such 36-month period by selling shares of its common stock to Dutchess. The number of shares to be sold, if any, has not yet been determined.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
When available, copies of the prospectus relating to the resale of securities by Dutchess may be obtained for free by visiting the SEC Web site at http://www.sec.gov or by contacting Dutchess Capital LLC at 50 Commonwealth Ave., Suite 2, Boston, Massachusetts 02116 (telephone: 617-301-4707).
About Independent Bank CorporationIndependent Bank Corporation (Nasdaq Symbol: IBCPD) is a Michigan-based bank holding company with total assets of approximately $2.7 billion. Founded as First National Bank of Ionia in 1864, Independent Bank Corporation now operates over 100 offices across Michigan's Lower Peninsula through one state-chartered bank subsidiary. This subsidiary (Independent Bank) provides a full range of financial services, including commercial banking, mortgage lending, investments and title services. Independent Bank Corporation is committed to providing exceptional personal service and value to its customers, stockholders and the communities it serves. For more information, please visit our Web site at: www.IndependentBank.com. About Dutchess Capital Dutchess Capital is an investment manager which provides creative financing for public companies. Founded in 2000, funds managed by Dutchess have made over $200 million in direct investments in companies throughout North America, Europe and Asia. For almost a decade, Dutchess has been a global leader in Equity Line Facilities (ELFs) and has transacted in excess of $1.8 billion in such financings worldwide. For more information, please visit: www.dutchesscapital.com. Any statements in this news release that are not historical facts are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "estimate," "project," "may" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are predicated on management's beliefs and assumptions based on information known to Independent Bank Corporation's management as of the date of this news release and do not purport to speak as of any other date. Forward-looking statements include descriptions of plans and objectives of Independent Bank Corporation's management for future or past operations, products or services, and forecasts of the Company's revenue, earnings or other measures of economic performance. Such statements reflect the view of Independent Bank Corporation's management as of this date with respect to future events and are not guarantees of future performance, involve assumptions and are subject to substantial risks and uncertainties, such as the changes in Independent Bank Corporation's plans, objectives, expectations and intentions. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, the Company's actual results could differ materially from those discussed. Factors that could cause or contribute to such differences include the ability of Independent Bank Corporation to meet the objectives of its capital restoration plan, the ability of Independent Bank to remain well-capitalized under federal regulatory standards, the pace of economic recovery within Michigan and beyond, changes in interest rates, changes in the accounting treatment of any particular item, the results of regulatory examinations, changes in industries where the Company has a concentration of loans, changes in the level of fee income, changes in general economic conditions and related credit and market conditions, and the impact of regulatory responses to any of the foregoing. Forward-looking statements speak only as of the date they are made. Independent Bank Corporation does not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made. For any forward-looking statements made in this news release or in any documents, Independent Bank Corporation claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. SOURCE Independent Bank Corporation
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