Wesbanco Inc 8-K, filed Feb 10, 2020
Wesbanco Inc (WSBC)
About this 8-K
Wesbanco Inc filed this 8-K on February 10, 2020, reporting on events of February 5, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
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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 Instructions A.2. below):
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Written communications 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)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 February 5, 2020, WesBanco, Inc. (the “Company”) provided a Notice of Redemption to the holders of Regal MD Statutory Trust II Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035 (the “Securities”), which complied with requirements of providing a Notice of Redemption not more than 60 days and not less than 30 days prior to redemption. The final date to provide a Notice of Redemption was February 15, 2020 for redemption on March 16, 2020 (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 $2.6 million. Interest on the Securities will no longer accrue on or after the Redemption Date.
Regal MD Statutory Trust II (the “Trust”) is a Delaware trust established in 2005 by Regal Bancorp, Inc., which was acquired by WesBanco, Inc. in November 2019 as a result of the Company’s merger with Old Line Bancshares, Inc. The Trust owns Junior Subordinated Debentures issued by the Company which are also being redeemed on March 16, 2020.
Payment of the redemption price for the Securities will be made by 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.
On February 7, 2020, WesBanco, Inc. (the “Company”) provided a Notice of Redemption to the holders of Regal MD Statutory Trust I Floating Rate Junior Subordinated Deferrable Interest Debentures due 2034 (the “Securities”), which complied with requirements of providing a Notice of Redemption not more than 60 days and not less than 30 days prior to redemption. The final date to provide a Notice of Redemption was February 16, 2020 for redemption on March 17, 2020 (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 $4.1 million. Interest on the Securities will no longer accrue on or after the Redemption Date.
Regal MD Statutory Trust I (the “Trust”) is a Delaware trust established in 2003 by Regal Bancorp, Inc., which was acquired by WesBanco, Inc. in November 2019 as a result of the Company’s merger with Old Line Bancshares, Inc. The Trust owns Junior Subordinated Debentures issued by the Company which are also being redeemed on March 17, 2020.
Payment of the redemption price for the Securities will be made by U.S. Bank National Association, 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
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d) |
Exhibits:
104 - Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 hereunto duly authorized.
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WesBanco, Inc. |
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(Registrant) |
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Date: February 10, 2020 |
/s/ Robert H. Young |
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Robert H. Young |
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Executive Vice President and |
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Chief Financial Officer |
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EXHIBIT 99.1
NOTICE OF REDEMPTION
Regal MD Statutory Trust II
2,500 Floating Rate Capital Securities (the “Capital Securities”)
(Liquidation Amount $1,000.00 per Capital Security)
and
78 Floating Rate 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 of the Amended and Restated Declaration of Trust (the “Trust Agreement”) dated as of December 15, 2005 between WesBanco, Inc. (successor-in-interest to Regal Bancorp, Inc.), 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 Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035 (the “Debentures”). As a result, Regal MD Statutory Trust II (the “Trust”) is required to use the proceeds received from such redemption to redeem its Securities.
The redemption date for the Securities will be March 16, 2020 (the “Redemption Date”). In accordance with the Trust Agreement and the Securities, the 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 Redemption Date (the “Redemption Price”). The Redemption Price shall become due and payable on the 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 Redemption Date.
In order to receive payment of the 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 – 5th 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 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.
Dated: February 5, 2020
EXHIBIT 99.2
NOTICE OF FULL REDEMPTION
TO THE HOLDERS OF
REGAL MD STATUTORY TRUST I
FLOATING RATE CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER SECURITY) DATED DECEMBER 30, 2003
(The “CAPITAL SECURITIES”)
NOTICE IS HEREBY GIVEN, in the name of Regal MD Statutory Trust I, by U.S. Bank National Association, as Institutional Trustee (the “Institutional Trustee”), under the Amended and Restated Declaration of Trust dated as of December 30, 2003 among the Administrators named therein, the Institutional Trustee, and the Sponsors named therein, that the Capital Securities of the Regal MD Statutory Trust I (Liquidation value $1,000 per security) will be FULLY REDEEMED in the amount of $4,000,000.00 at the redemption price of 100% (the “Redemption Price”) on March 17, 2020 (the “Redemption Date”).
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Liquidation Amount |
Redemption Price |
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$4,000,000.00 |
100% |
On the Redemption Date, there will come due and payable, upon each of the Capital Securities to be redeemed, the Redemption price together with distributions accumulated and unpaid to said date and, to the extent that the Institutional Trustee has immediately available funds then on hand and available in the Payment Account for the payment of such Redemption Price. From and after such date, distributions on the liquidation amount of such Capital Securities shall cease to accrue and such Capital Securities will cease to be entitled to any lien, benefit or security under the governing documents.
Capital Securities must be presented for payment to the Institutional Trustee at one of the following addresses. If payment is to be made to other than the registered holder, proper instruments of assignment must be accompanied with the security.
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By Mail |
By Hand or Overnight Mail |
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U.S. Bank, N.A. |
U.S. Bank, N.A. |
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Corporate Trust Services |
Corporate Trust Services |
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111 Fillmore Ave. |
111 Fillmore Ave. |
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St. Paul, MN 55107 |
St. Paul, MN 55107 |
Dated: February 7, 2020
By: U.S. Bank, National Association, as Institutional Trustee
NOTICE
Under the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”), the Institutional Trustee may be obligated to withhold 28% of the payment from any Capital Security holder who has failed to furnish the Institutional Trustee with a valid taxpayer identification number and a certification that such taxpayer is not subject to backup withholding under the Act. Capital Security holders who wish to avoid the application of these provisions must submit a completed Form W-9 when presenting their Capital Securities.