UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 12, 2019


WesBanco, Inc.
 (Exact name of registrant as specified in its charter)


West Virginia
000-08467
55-0571723
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)


1 Bank Plaza, Wheeling, WV
26003
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code        (304) 234-9000

Former name or former address, if changed since last report   Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240-12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
Item 8.01 Other Events

On March 12, 2019, WesBanco, Inc. (the "Company") provided a Notice of Redemption to the holders of Farmers Capital Bank Corporation Fixed/Floating Rate Junior Subordinated Debt Securities due 2037 (the "Securities"), which complied with requirements of providing a Notice of Redemption not more than 60 days and not less than 45 days prior to redemption. The final date to provide a Notice of Redemption was March 17, 2019 for redemption on May 1, 2019 (the "Redemption Date"). The Securities will be redeemed in full at a redemption price of 100% of the principal plus accrued and unpaid interest on the Redemption Date. The aggregate redemption price, excluding accrued interest, will total approximately $23.2 million. Interest on the Securities will no longer accrue on or after the Redemption Date.

Farmers Capital Bank Trust III (the "Trust") is a Delaware trust established in 2007 by Farmers Capital Bank Corporation, which was merged with and into the Company on August 20, 2018. The Trust owns Junior Subordinated Debentures issued by the Company which are also being redeemed on May 1, 2019.

Payment of the redemption price for the Securities will be made by The Wilmington Trust Company, as paying agent. Payment will be made upon presentation and surrender of the Securities to the paying agent for cancellation at the address specified in the Notice of Redemption.


Item 9.01 Financial Statements and Exhibits
 
 
(d)   Exhibits:

99.1 -   Notice of Redemption to the holders of Farmers Capital Bank Corporation Fixed/Floating Rate Junior Subordinated Debt Securities due 2037.
 
 
 
 

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.


 
WesBanco, Inc.
 
(Registrant)
 
 
Date:  March 14, 2019
  /s/ Robert H. Young
 
Robert H. Young
 
Executive Vice President and
Chief Financial Officer
EXHIBIT 99.1
NOTICE OF OPTIONAL REDEMPTION

Farmers Capital Bank Trust III

22,500 Capital Securities (the "Capital Securities")
(Liquidation Amount $1,000.00 per Capital Security)
(CUSIP of Capital Securities 30956PAA3)*

and

696 Common Securities (the "Common Securities")
(Liquidation Amount $1,000.00 per Common Security)
(the "Common Securities" and collectively with the "Capital Securities," the "Securities")

Notice is hereby given pursuant to Annex I, Section 4(e)(i) of the Amended and Restated Declaration of Trust (the "Declaration of Trust") dated as of August 14, 2007 between WesBanco, Inc., a West Virginia corporation (successor-in-interest to Farmers Capital Bank Corporation), as Sponsor (the "Sponsor"), Wilmington Trust Company as Institutional Trustee (the "Institutional Trustee") and the Administrators named therein that the Sponsor has elected to exercise its right to redeem its Fixed/Floating Rate Junior Subordinated Debt Securities due 2037 (the "Debentures").  As a result, Farmers Capital Bank Trust III (the "Trust") is required to use the proceeds received from such optional redemption to redeem its Securities.

The optional redemption date for the Securities will be May 1, 2019 (the "Optional Redemption Date").  In accordance with the Declaration of Trust and the Securities, the optional redemption price to be paid by the Trust for the Securities is 100% of the Liquidation Amount of the Securities plus accrued and unpaid interest to the Optional Redemption Date (the "Optional Redemption Price").  The Optional Redemption Price shall become due and payable on the Optional Redemption Date in respect of each surrendered Securities and interest on each Securities (whether or not surrendered) shall cease to accrue on and after the Optional Redemption Date.

In order to receive payment of the Optional Redemption Price, the Securities certificates must be presented and surrendered to the Institutional Trustee, as paying agent ("the "Paying Agent") at the address indicated below:

By First Class/Registered/Certified Mail or Overnight Courier:

Wilmington Trust Company
1100 North Market Street
Rodney Square North
Wilmington, DE  19890
Attn:  Workflow Management – 5 th Floor
Telephone:  (302) 636-6524

The method of delivery of the Securities is at the election and risk of the holder surrendering the Securities and delivery will be deemed made only when actually received by the Paying Agent.  If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested.

NOTICE
Amounts may be deducted and withheld from the Optional Redemption Price as required by U.S. federal tax law.  When presenting your Securities, you must provide the applicable withholding agent with a properly completed and executed IRS Form W-9 or applicable IRS Forms W-8, as the case may be.

*The Institutional Trustee makes no representation as to the correctness of any CUSIP numbers either as printed on the Capital Securities or as contained in this notice of optional redemption or related materials.

Dated:  March 12, 2019