PREMIER FINANCIAL BANCORP, INC. (NASDAQ:PFBI) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On April 18, 2018, Premier Financial Bancorp, Inc. (“Premier”) entered into a material definitive merger agreement (the “Merger Agreement”) with First Bank of Charleston, Inc. (“First Bank”) headquartered in Charleston, West Virginia whereby Premier will acquire First Bank in exchange for a combination of cash and Premier common stock currently valued at approximately $33.0 million.
Under terms of the definitive agreement, First Bank shareholders will be entitled to a combination of Premier Financial common stock and cash currently valued at approximately $32.00 per First Bank share, or an aggregate value of $33.0 million, including $5.00 in cash from Premier and a $5.00 special dividend from First Bank. Under a floating exchange ratio, Premier would issue approximately 1.15 million shares in the acquisition assuming yesterday’s closing price of $19.73 per share for Premier. The transaction, which is subject to satisfaction of various contractual conditions, requires approval by bank regulatory agencies and the shareholders of First Bank and approval of Premier shareholders for the issuance of shares. The transaction is anticipated to close in the fourth quarter of 2018 with a systems conversion anticipated to be completed soon thereafter.
The Merger Agreement provides that each share of First Bank common stock outstanding shall be converted into the right to receive:
(a) $5.00 cash, without interest, per share, paid by or on behalf of Premier (the “Cash Merger Consideration”); and
(b) approximately $22.00 per share of fully paid and non-assessable shares of Premier Common Stock (the “Stock Merger Consideration”) (determined by dividing (n) $22.00 by (d) The weighted average of the daily closing trade prices of Premier Common Stock on the NASDAQ Global Market System during the twenty (20) consecutive NASDAQ Global Market System trading days ending on the trading day before the Effective Time of the merger, rounded to the nearest whole cent (“Premier's Trading Price”) rounded to the nearest thousandth, which shall be hereinafter referred to as the “Exchange Ratio”); provided, however, that the Exchange Ratio shall not be greater than 1.235, unless increased to (d) below
(c) the Merger Agreement further provides that First Bank shall seek regulatory approval to pay a special dividend immediately prior to the Effective Time of the merger, not to exceed $5.00 per share of First Bank common stock, (the “Special Dividend”); provided further that
(d) in the event that the sum of the Special Dividend, the Cash Merger Consideration, and the Stock Merger Consideration based on Premier’s Trading Price, would be less than $32.00 per share of First Bank Common Stock, then this Agreement may be terminated by First Bank, on written notice to Premier; provided that Premier may, at its sole option and discretion, (i) increase the Stock Merger Consideration by increasing the Exchange Ratio, (ii) increase the Cash Merger Consideration, or (iii) any combination thereof, such that the sum of the Special Dividend and the Merger Consideration is equal to $32.00 per share (based upon Premier’s Trading Price), whereupon no termination shall have occurred, provided, that in no event, shall the Cash Merger Consideration exceed an amount which would cause the amount of the Special Dividend and Cash Merger Consideration, when combined, to exceed forty five percent (45%) of the total Merger Consideration or otherwise adversely affect the tax treatment of the transactions.
The Merger Agreement provides that at the Effective Time of the merger, First Bank will merge with and into Premier’s wholly owned subsidiary Premier Bank, Inc.
The foregoing summary of certain provisions of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement attached hereto as Exhibit 2.1.
Marshall T. Reynolds, Chairman of the Board of Directors of Premier, beneficially owns approximately 9% of the outstanding common stock of FBC. He serves as a consultant to First Bank.
Premier directors Philip E. Cline, Thomas W. Wright, Toney K. Adkins and Robert W. Walker, Premier’s President and Chief Executive Officer, each individually own less than 1% of FBCs outstanding common stock (and cumulatively, approximately 1.58% of outstanding FBC common stock).
Item 7.01. Regulation FD Disclosure
On April 19, 2018, Premier issued a press release announcing agreement to purchase First Bank of Charleston, Inc.. The text of that press release is included as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit 2.1 – Agreement of Merger between Premier Financial Bancorp, Inc. and First Bank of Charleston, Inc. dated April 18, 2018.
(c) Exhibit 99.1 – Press Release dated April 19, 2018 captioned “Premier Financial Bancorp, Inc. Announces Agreement to Purchase First Bank of Charleston.”.
PREMIER FINANCIAL BANCORP INC ExhibitEX-2.1 2 pfbifbocdefinitiveagreement.htm DEFINITIVE AGREEMENT BETWEEN PREMIER FINANCIAL BANCORP,…To view the full exhibit click here
About PREMIER FINANCIAL BANCORP, INC. (NASDAQ:PFBI)
Premier Financial Bancorp, Inc. (Premier) is a multi-bank holding company. The Company’s banking subsidiaries (the Banks or Affiliate Banks) consist of Citizens Deposit Bank and Trust, Inc., Vanceburg, Kentucky and Premier Bank, Inc., Huntington, West Virginia. Through the Banks, the Company focuses on providing community banking services to individuals and small-to-medium sized businesses. The Banks provide a range of retail and commercial banking services, including commercial, real estate, agricultural and consumer lending; depository and funds transfer services; collections; safe deposit boxes; cash management services; and other services tailored for both individuals and businesses. The Company operates over nine banking offices in Kentucky, approximately five banking offices in Ohio, over 30 banking offices in West Virginia, approximately four banking offices in Washington, DC, over one banking offices in Maryland and approximately four banking offices in Virginia.
