UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
First Merchants Corporation, an Indiana corporation (“First Merchants”), and Level One Bancorp, Inc., a Michigan corporation (“Level One”), are parties to that certain Agreement and Plan of Merger, dated as of November 4, 2021 (the “Merger Agreement”). Pursuant to the Merger Agreement, Level One will merge with and into First Merchants (the “Merger”) and, immediately thereafter, Level One Bank will merge with and into First Merchants Bank.
On March 24, 2022, First Merchants filed Articles of Amendment to its Articles of Incorporation with the Indiana Secretary of State to create its 7.50% Non-Cumulative Perpetual Preferred Stock, Series A (the “Preferred Stock”). Pursuant to the Merger Agreement, at closing of the Merger, one share of the Preferred Stock will be issued in exchange for each share of Level One’s 7.50% Non-Cumulative Perpetual Preferred Stock, Series B, which has terms that are substantially identical to the Preferred Stock.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 3.1 | First Merchants Corporation Articles of Incorporation, as amended. | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 24, 2022
| FIRST MERCHANTS CORPORATION | ||
| By: | /s/ Michele M. Kawiecki | |
| Michele M. Kawiecki, | ||
| Chief Financial Officer | ||