Wesbanco Inc 8-K, filed Oct 12, 2021
Wesbanco Inc (WSBC)
About this 8-K
Wesbanco Inc filed this 8-K on October 12, 2021, reporting on events of October 7, 2021.
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
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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 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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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 October 7, 2021, Wesbanco, Inc. (“Wesbanco”) provided a Notice of Redemption to the holders of $35,000,000 Aggregate Principal Amount of Fixed to Floating Rate Subordinated Notes due 2026 (CUSIPs 67984MAA8, 67984MAB6 and 67984MAC4) (the “Subordinated Notes”), 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 is October 16, 2021 for redemption on November 15, 2021 (the “Optional Redemption Date”). The Subordinated Notes will be redeemed in full at a redemption price of 100% of the principal plus accrued and unpaid interest on the Optional Redemption Date. The aggregate redemption price, excluding accrued interest, will total approximately $35 million. Interest on the Subordinated Notes will no longer accrue on or after the Optional Redemption Date.
Wesbanco acquired the Subordinated Notes as a result of its merger with Old Line Bancshares, Inc. in November 2019.
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).
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: October 12, 2021 |
/s/ Robert H. Young |
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Robert H. Young |
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Senior Executive Vice President and |
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Chief Financial Officer |
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NOTICE OF FULL OPTIONAL REDEMPTION
OLD LINE BANCSHARES, INC.
FIXED TO FLOATING RATE SUBORDINATED NOTE DUE 2026
NOTICE IS HEREBY GIVEN pursuant to the terms of the governing document dated as of August 15, 2016, between Old Line Bancshares, Inc., as Issuer, and U.S. Bank National Association, as Trustee or Agent, that the bonds listed below have been selected for Full Redemption on November 15, 2021 (the Redemption Date) at the price listed below of the principal amount (the Redemption Price) together with interest accrued to the Redemption Date.
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*CUSIP |
Maturity |
Rate |
Amount |
Price |
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67984MAA8 |
08/15/2026 |
Variable |
$2,500,000 |
100.00% |
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67984MAB6 |
08/15/2026 |
Variable |
$1,000,000 |
100.00% |
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67984MAC4 |
08/15/2026 |
Variable |
$31,500,000 |
100.00% |
Pursuant to the Governing Documents, payment of the Redemption Price on the Bonds called for redemption will be paid without presentation of the Bonds if presentment is not required and upon presentation of the Bonds if presentment is required. If presentment is required, surrender thereof can be made in the following manner:
Delivery Instructions:
U.S. Bank
Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107
Bondholders presenting their bonds in person for same day payment must surrender their bond(s) by 1:00 P.M. CST on the Redemption Date and a check will be available for pick up after 2:00 P.M. CST. Checks not picked up by 4:30 P.M. CST will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond, you are not required to endorse the Bond to collect the Redemption Price.
Interest on the principal amount designated to be redeemed shall cease to accrue on and after the Redemption Date.
For a list of redemption requirements please visit our website at www.usbank.com/corporatetrust and click on the "Bondholder Information" link for Redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.
IMPORTANT NOTICE
Federal law requires the Paying Agent to withhold taxes at the applicable rate from the payment if an IRS Form W-9 or applicable IRS Form W-8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instruc tions.
*The Undersigned shall not be held responsible for the selection or use of the CUSIP number in this Redemption Notice, nor is any representation made as to its correctness. It is included solely for the convenience of the Holders.
By: U.S. Bank National Association
As Trustee or Agent
Dated: October 7, 2021