Introductory Note
This Current Report on Form 8-K is being filed by Wesbanco, Inc., a West Virginia corporation (“Wesbanco”), successor by merger to Premier Financial Corp. (“Premier” or the “registrant”), an Ohio corporation in connection with the consummation on February 28, 2025 (the “Effective Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of July 25, 2024 (the “Merger Agreement”), by and between Premier, Premier Bank, an Ohio state-chartered bank and wholly owned subsidiary of Premier, Wesbanco and Wesbanco Bank, Inc. (“Wesbanco Bank”), a West Virginia banking corporation and a wholly-owned subsidiary of WesBanco.
| Item 1.01 | Entry into a Material Definitive Agreement. |
On the Effective Date, in connection with the closing of the Merger, Premier, Wesbanco and Wilmington Trust Company, as trustee (“WTC Trustee”), entered into a First Supplemental Indenture (the “Trust I Supplemental Indenture”) pursuant to which, among other things, Wesbanco assumed Premier’s obligations under that certain Indenture, dated as of October 28, 2005, between Premier (f/k/a First Defiance Financial Corp.) and the WTC Trustee, which established and provided for the issuance of Premier’s Floating Rate Junior Subordinated Debentures due December 15, 2035.
On the Effective Date, in connection with the closing of the Merger, Premier, Wesbanco and U.S. Bank Trust Company, National Association, as trustee (“USBTC Trustee”), entered into a First Supplemental Indenture (First Defiance Statutory Trust II) (the “Trust II Supplemental Indenture”) pursuant to which, among other things, Wesbanco assumed Premier’s obligations under that certain Indenture, dated as of March 30, 2007, between Premier (f/k/a First Defiance Financial Corp.) and the USBTC Trustee (as successor to LaSalle National Bank Association), which established and provided for the issuance of Premier’s Junior Subordinated Deferrable Interest Debentures.
On the Effective Date, in connection with the closing of the Merger, Premier, Wesbanco and USBTC Trustee as trustee, entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”) pursuant to which, among other things, Wesbanco assumed Premier’s obligations under that certain Indenture, dated as of September 30, 2020, as supplemented by that certain First Supplemental Indenture dated September 30, 2020, between Premier and USBTC Trustee, which established and provided for the issuance of Premier’s $50.0 million of its 4.00% Fixed-to-Floating Rate Subordinated Notes due 2030.
The foregoing descriptions of the Trust I Supplemental Indenture, the Trust II Supplemental Indenture and the Second Supplemental Indenture are qualified in their entirety by reference to the full text of the respective indentures, which are filed as Exhibits 4.1, 4.2, and 4.3 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Pursuant to the Merger Agreement, and effective as of 6:00 p.m. on the Effective Date (the “Effective Time”), Premier was merged with into Wesbanco, with Wesbanco as the surviving entity (the “Merger”). Immediately following the Merger, Premier Bank, a wholly owned subsidiary of Premier, was merged with and into Wesbanco Bank, a wholly owned subsidiary of Wesbanco (the “Bank Merger”), with Wesbanco Bank as the surviving entity in the Bank Merger.
Pursuant to the Merger Agreement, immediately prior to or at the Effective Time:
| | • | | each share of Premier common stock, $0.01 par value per share (“Premier Common Stock”), issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive 0.80 (the “Exchange Ratio”) shares of common stock, $2.0833 par value per share, of Wesbanco (“Wesbanco Common Stock”), with cash to be paid in lieu of any fractional shares of Wesbanco Common Stock (collectively, the “Merger Consideration”); |
| | • | | except as otherwise provided in the Merger Agreement, each outstanding and unexercised Net Option Share granted by Premier to purchase shares of Premier common stock, whether vested or unvested, was cancelled and terminated and converted into the right to receive a cash payment equal to the product of the Exchange Ratio multiplied by the Average Closing Price. “Net Option Share” means the product of (x) such number of shares of Premier Common Stock underlying the option multiplied by (y) the amount by which the volume weighted average trading price of WesBanco’s common stock during the twenty trading day period ending on the later (the “Average Closing Price”) of (i) the first date on which all necessary bank regulatory approvals or non-objections have been received (disregarding any waiting period) or (ii) the date on which Premier’s shareholders approve the Merger Agreement, exceeds the exercise price per share of such option, divided by (z) such Average Closing Price. |
- 2 -
