Item 1.01 Entry into a Material Definitive Agreement
On September 15, 2021, Metropolitan Bank Holding Corp. (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan
Securities LLC and Keefe Bruyette & Woods, Inc., as representatives of the
underwriters named therein (the "Underwriters"). Pursuant to the terms of the
Underwriting Agreement, the Company agreed to issue and sell, and the
Underwriters agreed to purchase, subject to and on the conditions set forth
therein, 2,000,000 shares of the Company's common stock, par value $0.01 per
share ("Common Stock"), in a registered public offering pursuant to an effective
shelf registration statement on Form S-3 (File No. 333-254197) and a related
prospectus, including the related prospectus supplement, filed with the
Securities and Exchange Commission (the "Offering"). Under the terms of the
Underwriting Agreement, the Company granted the Underwriters a 30-day option to
purchase up to an additional 300,000 shares of Common Stock. The Offering is
expected to close on September 20, 2021.
The net proceeds from the Offering to the Company will be approximately $141.0
million, after deducting underwriting discounts and commissions and estimated
offering expenses. The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act, other obligations of the
parties and termination provisions. The description of the Underwriting
Agreement contained herein is qualified in its entirety by reference to the
Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Offering, the legal opinion as to the legality of the
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.
Item 7.01 Regulation FD Disclosure.
On September 15, 2021, the Company issued a press release announcing the pricing
of the Offering. A copy of the press release is furnished in this Current Report
on 8-K, pursuant to this Item 7.01, as Exhibit 99.1, and is incorporated herein
by reference.
This Current Report and the information included below and furnished as exhibits
hereto shall not be deemed to be "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), nor shall it be
incorporated by reference into a filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing. The furnishing of the information in this Current
Report is not intended to, and does not, constitute a determination or admission
by the Company that the information in this report is material or complete, or
that investors should consider this information before making an investment
decision with respect to any security of the Company or any of its affiliates.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
1.1 Underwriting Agreement, dated as of September 15, 2021, by and
among Metropolitan Bank Holding Corp., J.P. Morgan Securities LLC
and Keefe, Bruyette & Woods, Inc., as representative of the
underwriters named therein.
5.1 Opinion of Luse Gorman, PC
23.1 Consent of Luse Gorman, PC (included in Exhibit 5.1)
99.1 Press Release dated September 15, 2021
104 The cover page from the Company's Form 8-K, formatted in Inline
XBRL.
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