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):
June 25, 2018

LIMESTONE BANCORP, INC.
(Exact Name of Registrant as specified in Charter)
 
Kentucky
001-33033
61-1142247
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
2500 Eastpoint Parkway, Louisville, Kentucky 40223
(Address of principal executive offices)

(502) 499-4800
(Registrant's telephone number, including area code)

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:

[   ]              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 1.01.  Entry into a Material Definitive Agreement

On June 26, 2018, Limestone Bancorp, Inc. (“Limestone” or the “Company”) completed the purchase and retirement of all of its issued and outstanding Series E and Series F Non-Voting Perpetual Preferred Shares for an aggregate price of $3.504 million paid in cash.  The Series E and Series F Shares had an aggregate liquidation preference of $10.5 million.  The terms and conditions of the repurchase transaction are set out in the Company’s offer to purchase filed as Exhibit 10.1 and incorporated herein by reference.

Participating sellers in the transaction, among others, were directors W. Glenn Hogan, Michael T. Levy, Dr. Edmond J. Seifried, and Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P., each affiliates of director W. Kirk Wycoff.  FIG Partners, LLC served as the financial advisor in this transaction to a special committee of directors comprised of members having no interest in the repurchase transaction.  Amounts paid to preferred shareholders in exchange for the preferred shares were as follows:

Patriot Financial Partners, L.P.
$1.679 million
Patriot Financial Partners Parallel, L.P.
$0.290 million
W. Glenn Hogan
$0.501 million
Dr. Edmond J. Seifried
$0.104 million
Michael T. Levy
$0.075 million
Others
$0.855 million
Total
$3.504 million
 
Item 9.01   Financial Statements and Exhibits.
 
Exhibit Number
 
Description of Exhibit
     
 

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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 thereunto duly authorized.

    LIMESTONE BANCORP, INC.
   
Date:  June 27, 2018
By
/s/ Phillip W. Barnhouse
   
Chief Financial Officer 
 
 
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Exhibit 10.1
 
 
LIMESTONE BANCORP, INC.
2500 Eastpoint Parkway, Suite 103
Louisville, Kentucky 40223


June 25, 2018

 
Dear [Shareholder]:
 
By this letter, Limestone Bancorp, Inc. (the “Company”) is offering to purchase (the “Offer”) all of your issued and outstanding shares of the Company’s Non-Voting Non-Cumulative Perpetual Preferred Shares, Series E (“Series E Preferred”) and the Company’s Non-Voting Non-Cumulative Perpetual Preferred Shares, Series F (“Series F Preferred”), at a price of $564.70 per share of Series E Preferred and $1.00 per share of Series F Preferred.  Currently, 6,198 shares of Series E Preferred are outstanding and 4,304 shares of Series F Preferred are outstanding.
 
The purchase price for the Series E Preferred and Series F Preferred has been determined by a special committee of our Board of Directors after consultation with the Company’s independent financial advisor. The Board of Directors makes no representation concerning the value of the shares of Series E Preferred and Series F Preferred or the fairness of the Offer and you are encouraged to consult your own personal business, investment, legal, tax and accounting advisors regarding the Offer.
 
The Offer accommodates those shareholders who wish to have an opportunity to sell their shares of Series E Preferred and Series F Preferred if, in their personal judgment, it is prudent to do so.  While the Offer, if accepted unanimously, will allow the Company to retire all of its outstanding preferred stock, and simplify its capital structure, neither the Company nor the Board of Directors is recommending or requesting that any shareholder accept or decline the Offer.
 
F our directors of the corporation (and their affiliates) own 75.6% of the issued and outstanding shares of Series E Preferred and 44.2% of the issued and outstanding shares of Series F Preferred.  Each of the four directors has indicated his intention to sell his (and his affiliates’) shares of Series E Preferred and Series F Preferred.
 
If you are interested in participating in the Offer, please sign below where indicated and return to the Company a signed copy of this letter, your stock certificates for Series E Preferred and Series F Preferred, together with duly executed blank stock powers in the form attached to this letter. We must receive this documentation by the Expiration Time set out below. To participate in the Offer, you must sell all of your shares of Series E Preferred and Series F Preferred.  We will not accept tenders of only a portion of your shares.
 
The Offer will expire at 5:00 p.m. EDT on Monday, July 27, 2018 (the "Expiration Time"), unless extended.  We will mail payment for shares accepted upon receipt of properly executed documents and return of certificates as soon as practical and no later than July 31, 2018.
Please contact me or Phil Barnhouse at (502) 499-4773 if you should have any questions regarding the Offer.
 
 
 
Sincerely,
 
 
  LIMESTONE BANCORP, INC. 
   
   
  John T. Taylor, President and CEO 
 
The undersigned hereby accepts the Offer to purchase the undersigned’s shares of Series E Preferred and Series F Preferred and tenders the stock certificates for such shares indicated below:


Shareholder’s Name:   _________________________________

Signature: __________________________________________

Date: ______________________________________________

Series E Preferred:

Series F Preferred:
 
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