8-K

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 repurchaseof 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.”

EX-10.1

Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

May 6, 2015

Ladies and Gentlemen:

Reference is made to that certain letter agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of October 2, 2009, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”).  Further reference is made to that certain underwriting agreement (the “Underwriting Agreement”), dated as of July 23, 2012, pursuant to which the Investorsold its Preferred Share investment in the Company (the “Preferred Share Resale”).  Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement.

The Investor completed the Preferred Share Resale of all of the Preferred Shares issued to the Investor pursuant to the Underwriting Agreement on the date set forth on Schedule A hereto.  Following such time, the Company, in accordance with the Securities Purchase Agreement, delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor.  In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a)           The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b)           The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement.  Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

Exhibit 10.1

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY

By:  /s/ Trevor Montano                                                                                          

Name:  Trevor Montano

Title:    Chief Investment Officer

PREMIER FINANCIAL BANCORP, INC.

By:  /s/ Brien M. Chase                                                                                           

Name: Brien M. Chase

Title:   Senior Vice President and

Chief Financial Officer

[UST 1078: Cross Receipt for May 6, 2015

Repurchase of Warrant by Premier Financial Bancorp, Inc.]

Exhibit 10.1

SCHEDULE A

Company Information:

Name of the Company:  Premier Financial Bancorp, Inc.

Corporate or other organizational form of the Company: Corporation

Jurisdiction of organization of the Company: Kentucky

Information related to the Preferred Share Resale:

Date of Treasury’s sale of 22,252 shares of the Preferred Shares:  August 10, 2012

Terms of the Warrant Repurchase:

Date of Warrant Repurchase Notice:  April 24, 2015

Aggregate purchase price for the Warrant:  $5,675,000.00

Investor wire information for payment of purchase price for the Warrant: [REDACTED]

EX-99.1

Exhibit 99.1

NEWS FOR IMMEDIATE RELEASE	CONTACT:	BRIEN M. CHASE, CFO
MAY 8, 2015		304-525-1600

PREMIER FINANCIAL BANCORP, INC.

ANNOUNCES REPURCHASE OF COMMON STOCK WARRANT

PREMIER FINANCIAL BANCORP, INC. (PREMIER), HUNTINGTON, WEST VIRGINIA (NASDAQ/GMS-PFBI), a $1.3 billion bank holding company with two bank subsidiaries, announced today that it has completed the repurchase of 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 at an exercise price of $5.25 per share, as adjusted, was purchased by Premier for an aggregate price of $5,675,000.  The purchase price was based on the fair market value as agreed upon by both parties.

Certain Statements contained in this news release, including without limitation statements including the word "believes," "anticipates," "intends," "expects" or words of similar import, constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Premier to be materially different from any future results, performance or achievements of Premier expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans and other factors referenced in this press release. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. Premier disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.