UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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)
April 25, 2013
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PREMIER FINANCIAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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Commission file number
000-20908
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Kentucky
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61-1206757
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(State or other jurisdiction of incorporation organization)
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(I.R.S. Employer Identification No.)
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2883 Fifth Avenue
Huntington, West Virginia
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25702
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(Address of principal executive offices)
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(Zip Code
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Registrant’s telephone number
(304) 525-1600
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Not Applicable
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Former name or former address, if changes since last report)
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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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
PREMIER FINANCIAL BANCORP, INC,
INFORMATION TO BE INCLUDED IN THE REPORT
Item 2.03. Creation of a Direct Financial Obligation
On April 25, 2013, Premier Financial Bancorp, Inc. (“Premier”) executed and delivered to First Guaranty Bank, of Hammond, Louisiana a Change in Terms Agreement dated April 24, 2013 extending the maturity date to April 30, 2020 of Premier’s Promissory Note #25915746 dated April 30, 2008 in the original amount of $11,550,000 with a current balance of $7,222,290.97 and a current maturity of April 30, 2013 (“Term Note”). The Change in Terms Agreement increased the monthly payment from $50,000 principal plus accrued interest to $86,000 principal plus accrued interest. The increase in the payment amount will result in the full amortization of the remaining balance on the Term Note by the modified April 30, 2020 maturity date. Finally, the Change in Terms Agreement changed the interest rate to vary with the Wall Street Journal Prime Rate plus 0.75%, initially 4.00%, with a minimum interest rate of 4.00% and a maximum interest rate of 10.00%. All other terms and conditions remained the same.
On April 25, 2013, Premier executed and delivered to First Guaranty Bank another Change in Terms Agreement dated April 24, 2013 that modified Premier’s existing Promissory Note #260024914 for a line of credit from the bank (“Line of Credit”). The principal amount of the Line of Credit was increased from $2,000,000 to $3,000,000 and the right to request and receive monies from First Guaranty Bank on the Line of Credit was extended from June 30, 2013 to June 30, 2016. The interest rate on the Line of Credit will remain fixed at 4.50% per annum through the modified June 30, 2016 maturity date. Accrued interest on amounts outstanding will continue to be payable monthly, and any amounts outstanding on the Line of Credit are payable on demand or on June 30, 2016. Premier currently has no outstanding balance on this line of credit.
Both the Term Note and the Line of Credit from the bank are secured by a pledge of 2,500 shares of Premier Bank, Inc. (a wholly owned subsidiary of Premier) under a Commercial Pledge Agreement dated June 30, 2012.
PREMIER FINANCIAL BANCORP, INC,
INFORMATION TO BE INCLUDED IN THE REPORT
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 – Change in Terms Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated April 24, 2013 related to the Term Note.
Exhibit 10.2 – Change in Terms Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated April 24, 2013 related to the Line of Credit.
Exhibit 10.3 – Commercial Pledge Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated June 30, 2012 filed as Exhibit 10.3 to Premier’s Form 8-K dated June 29, 2012 is incorporated herein by reference.
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.
PREMIER FINANCIAL BANCORP, INC.
(Registrant)
/s/ Brien M. Chase
Date: April 30, 2013 Brien M. Chase, Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Change in Terms Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated April 24, 2013 related to the Term Note.
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10.2
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Change in Terms Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated April 24, 2013 related to the Line of Credit.
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Exhibit 10.1
CHANGE IN TERMS AGREEMENT
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Principal
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Loan Date
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Maturity
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Loan No
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Call / Coll
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Account
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Officer
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Initials
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$7,222,290.97
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04-24-2013
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04-30-2020
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25915746
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EJD
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References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “ * * * “ has been omitted due to text length limitations
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Borrower:
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Premier Financial Bancorp, Inc.
2883 5th Avenue
Huntington, WV 25702
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Lender:
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FIRST GUARANTY BANK
First Guaranty Square Banking Center
400 East Thomas Street
P.O. Box 2009
Hammond, LA 70401-2009
(985) 345-7685
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Principal Amount: $7,222,290.97
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Date of Agreement: April 24, 2013
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DESCRIPTION
OF
EXISTING
INDEBTEDNESS.
PROMISSORY NOTE #25915746 DATED APRIL 30, 2008 IN THE ORIGINAL PRINCIPAL AMOUNT OF $11,550,000.00, WITH A CURRENT PRINCIPAL BALANCE OF $7,222,290.97
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DESCRIPTION
OF
COLLATERAL.
COMMERICAL PLEDGE AGREEMENT DATED JUNE 30, 2011 (2500 SHARES OF PREMIER BANK, INC
.,
STOCK#2)
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DESCRIPTION
OF
CHANGE
IN
TERMS
. EFFECTIVE AS OF THE DATE OF THIS AGREEMENT, THE MATURITY DATE IS CHANGED TO APRIL 30, 2020
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THE NEW PAYMENT SCHEDULE IS LISTED BELOW.
DOCUMENTATION FEE TO BE COLLECTED IN THE AMOUNT OF $250.00
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INTEREST TO BE COLLECTED THROUGH 4-24-2013 IN THE AMOUNT OF $19,819.53
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ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME.
PAYMENT. Borrower will pay this loan in 83 principal payments of $86,000.00 each and one final principal and interest payment of $84,581.31. Borrower's first principal payment is due May 30, 2013
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and all subsequent principal payments are due on the same day of each month after that. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning May 30, 2013
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with all subsequent interest payments to be due on the same day of each month after that. Borrower's final payment due April 30, 2020
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will be for all principal and all accrued interest not yet paid.
VARIABLE
INTEREST
RATE.
The interest rate on this loan is subject to change from time to time based on changes in an independent index which is the Prime rate as published in the Money Section of the Wall Street Journal. When a range of rates has been published, the higher of the rates will be used, (the "Index"). The Index is not necessarily the lowest rate charged by Lender on its loans. If the Index becomes unavailable during the term of this loan, Lender may designate a substitute index after notifying Borrower. Lender will tell Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each day. Borrower understands that Lender may make loans based on other rates as well.
The
Index
currently
is
3.250%
per
annum.
Interest on the unpaid principal balance of this loan will be calculated as described in the "INTEREST CALCULATION METHOD" paragraph using a rate of 0.750 percentage points over the Index, adjusted if necessary for any minimum and maximum rate limitations described below, resulting in an initial rate of 4.000% per annum based on a year of 360 days. Under no circumstances will the interest rate on this loan be less than 4.000% per annum or more than (except for any higher default rate shown below) the lesser of 10.000% per annum or the maximum rate allowed by applicable law.
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All interest payable under this loan is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in the loan documents.
CONTINUING
VALIDITY.
Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
BORROWER:
PREMIER FINANCIAL BANCORP, INC.
By:
/s/ Robert W. Walker
ROBERT W. WALKER, President & CEO of PREMIER
FINANCIAL BANCORP, INC.
LENDER:
FIRST GUARANTY BANK
X
/s/ Eric J. Dosch
EJD – Dosch, Eric J., Chief Financial Officer
Exhibit 10.2
CHANGE IN TERMS AGREEMENT
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Principal
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Loan Date
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Maturity
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Loan No
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Call / Coll
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Account
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Officer
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Initials
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$3,000,000.00
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04-24-2013
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06-30-2016
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260024914
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EJD
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References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “ * * * “ has been omitted due to text length limitations
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Borrower:
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Premier Financial Bancorp, Inc.
2883 5th Avenue
Huntington, WV 25702
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Lender:
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FIRST GUARANTY BANK
First Guaranty Square Banking Center
400 East Thomas Street
P.O. Box 2009
Hammond, LA 70401-2009
(985) 345-7685
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Principal Amount: $3,000,000.00
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Date of Agreement: April 24, 2013
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DESCRIPTION
OF
EXISTING INDEBTEDNESS
. PROMISSORY NOTE #260024914 DATED JUNE 30, 2012 IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,000,000.00
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WITH A CURRENT PRINCIPAL BALANCE OF $0.00.
DESCRIPTION
OF
COLLATERAL
COMMERICAL PLEDGE AGREEMENT DATED JUNE 30, 2012 (2500 SHARES OF PREMIER BANK, INC., STOCK#2)
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DESCRIPTION
OF
CHANGE
IN TERMS.
EFFECTIVE AS OF THE DATE OF THIS AGREEMENT, THE PRINCIPAL AMOUNT OF THE LOAN IS INCREASED TO $3,000,000.00
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THE MATURITY DATE IS CHANGED TO JUNE 30, 2016
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THE NEW PAYMENT SCHEDULE IS LISTED BELOW.
ORIGINATION FEE TO BE COLLECTED IN THE AMOUNT OF $30,000.00
DOCUMENTATION FEE TO BE COLLECTED IN THE AMOUNT OF $250.00.
ANNUAL MAINTENANCE FEE WILL BE DUE 1 AND 2 YEARS FROM BOOKING DATE IN THE AMOUNT OF $250.00
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All OTHER TERMS AND CONDITIONS REMAIN THE SAME.
PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on June 30, 2016. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning June 1, 2013, with all subsequent interest payments to be due on the same day of each month after that until this Agreement is paid in full.
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. All Interest payable under this loan is computed using this method. This calculation method results in a higher effective interest rate than the numeric interest rate stated in the loan documents.
CONTINUING
VALIDITY
. Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future
change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.
PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIIONS OF THIS AGREEMENT.
BORROWER:
PREMIER FINANCIAL BANCORP
,
INC.
By:
/s/ Robert W. Walker______________________________
ROBERT W. WALKER, President & CEO of PREMIER
FINANCIAL BANCORP, INC.
LENDER:
FIRST GUARANTY BANK
X
/s/ Eric J. Dosch
EJD – Dosch, Eric J., Chief Financial Officer