UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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| ITEM 8.01 | Other Events. |
Commencement of Underwritten Public Offering
On April 29, 2021, Mid Penn Bancorp, Inc. (the “Company”), issued a press release announcing the commencement of an underwritten public offering of $65 million of the Company’s common stock (the “Offering”) through Piper Sandler & Co., as representative of the underwriters (the “Underwriters”). The Company intends to grant the Underwriters a 30-day option to purchase from the Company up to an additional 15 percent of the offered amount of common stock.
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. A copy of the investor presentation for the Offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Key Addition to Senior Management Team
On April 29, 2021, the Company announced the hiring of Michael Salerno as a Senior Advisor to the Company and Managing Partner of MPB Financial Services, LLC (“MPBF”), a non-bank subsidiary of the Company. Mr. Salerno, who has over twenty years of experience as a family wealth and investment professional, will oversee the development and growth of the wealth management and risk services businesses of MPB Risk Services, LLC and MPB Wealth Management, LLC, wholly-owned subsidiaries of MPBF.
Pursuant to his offer of employment, Mr. Salerno’s compensation package will include: (i) an annual base salary of $100,000.00; (ii) 2,000 shares of restricted common stock of the Company, subject to a two-year vesting period; (iii) a $100,000 signing bonus, subject to a five-year vesting period; (iv) an option to purchase 5% of the equity of MPBF; (v) a grant of a 20% profits interest in MPBF, one-half of which will be immediately vested with the remaining one-half vesting ratably over five years; and (vi) a two-year change in control agreement. Additionally, upon completion of his first year of employment, Mr. Salerno will be offered a supplemental executive retirement plan agreement, substantially in the form currently in place with the Company’s named executive officers.
Extension of Treasury Stock Repurchase Program
On April 28, 2021, the Board of Directors of the Company approved the renewal of its treasury stock repurchase program, which was announced on March 19, 2020. The repurchase plan, which authorized the repurchase of up to $15 million, of which $13 million remains available, of Company common stock in the open market or privately negotiated transactions, has been extended through March 19, 2022.
The repurchase plan may be modified, suspended or terminated at any time, in the Company’s discretion, based upon a number of factors, including liquidity, market conditions, the availability of alternative investment opportunities and other factors the Company deems appropriate. The repurchase program does not obligate the Company to repurchase any shares.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release issued April 29, 2021 | |
| 99.2 | Investor Presentation dated April 2021 | |
| 104 | Cover Page Interactive Date File (embedded within the inline XBRL document) | |
SIGNATURES
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.
| MID PENN BANCORP, INC. | ||||||
| Date: April 29, 2021 | /s/ Rory G. Ritrievi | |||||
| Rory G. Ritrievi | ||||||
| President and Chief Executive Officer | ||||||