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) May 6, 2015
| | PREMIER FINANCIAL BANCORP, INC. |
| | (Exact name of registrant as specified in its charter) |
Commission file number 000-20908
| Kentucky | | 61-1206757 |
| (State or other jurisdiction of incorporation organization) | | (I.R.S. Employer Identification No.) |
| | | |
2883 Fifth Avenue Huntington, West Virginia | | 25702 |
| (Address of principal executive offices) | | (Zip Code) |
| | | |
Registrant’s telephone number (304) 525-1600 |
| Not Applicable |
| Former name or former address, if changes since last report) |
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):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o 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 1.01 Entry into a Material Definitive Agreement
On May 6, 2015, Premier Financial Bancorp, Inc. (“Premier”) entered into and consummated an agreement with the U.S. Treasury to purchase the common stock Warrant it issued to the U.S. Treasury on October 2, 2009 as part of the Troubled Asset Relief Program (“TARP”). The Warrant, for 636,378 shares of common stock, as adjusted, was purchased by Premier for an aggregate price of $5,675,000.
Premier borrowed $4,000,000 on its line of credit with the Bankers Bank of Kentucky and used $1,675,000 of its cash and cash equivalents to complete the purchase. The purchase reduces shareholders’ equity and regulatory capital by the $5,675,000 purchase price but will also reduce the dilutive effect of the potential issuance of additional common shares by approximately 415,000 shares.
Shown below is a summary of the pro forma March 31, 2015 regulatory capital ratios for the Company assuming the purchase of the Warrant.
| | | Pro Forma Mar 31, 2015 | | | Regulatory Minimum Requirements | | | To Be Considered Well Capitalized | |
| Common Equity Tier 1 Capital (to Risk-Weighted Assets) | | | 12.6 | % | | | 4.5 | % | | | 6.5 | % |
| Tier 1 Capital (to Risk-Weighted Assets) | | | 12.6 | % | | | 6.0 | % | | | 8.0 | % |
| Total Capital (to Risk-Weighted Assets) | | | 13.8 | % | | | 8.0 | % | | | 10.0 | % |
| Tier 1 Capital (to Average Assets) | | | 9.0 | % | | | 4.0 | % | | | 5.0 | % |
Item 7.01. Regulation FD Disclosure
On May 8, 2015, Premier Financial Bancorp, Inc. issued a press release announcing the repurchase of the common stock Warrant it issued to the U.S. Treasury.
Item 9.01. Financial Statements and Exhibits
(c) Exhibit 10.1 - Warrant Repurchase Agreement dated May 6, 2015.
(c) Exhibit 99.1 – Press Release dated May 8, 2015.
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: May 8, 2015 Brien M. Chase, Senior Vice President
and Chief Financial Officer
EXHIBIT INDEX
| Exhibit Number | | Description |
| 10.1 | | Warrant Purchase Agreement between Premier Financial Bancorp, Inc. and the U.S. Treasury dated May 6, 2015. |
| 99.1 | | Press Release dated May 8, 2015 captioned “Premier Financial Bancorp, Inc. Announces Repurchase of Common Stock Warrant.” |
