0000887919-16-000081.txt : 20160817 0000887919-16-000081.hdr.sgml : 20160817 20160817145350 ACCESSION NUMBER: 0000887919-16-000081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160812 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160817 DATE AS OF CHANGE: 20160817 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER FINANCIAL BANCORP INC CENTRAL INDEX KEY: 0000887919 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 611206757 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20908 FILM NUMBER: 161838349 BUSINESS ADDRESS: STREET 1: 2883 FIFTH AVENUE STREET 2: NONE CITY: HUNTINGTON STATE: WV ZIP: 25702 BUSINESS PHONE: 3045251600 MAIL ADDRESS: STREET 1: 2883 FIFTH AVENUE CITY: HUNTINGTON STATE: WV ZIP: 25702 8-K 1 pfbi8k081216.htm PREMIER FINANCIAL BANCORP, INC. FORM 8-K AUGUST 12, 2016


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) August 12, 2016


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):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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 2.03.  Creation of a Direct Financial Obligation

On August 12, 2016, Premier Financial Bancorp, Inc. (“Premier”) executed and delivered to First Guaranty Bank, of Hammond, Louisiana a Change in Terms Agreement dated July 19, 2016 that modified Premier’s existing Promissory Note #260024914 for a line of credit from the bank (“Line of Credit”).  The right to request and receive monies from First Guaranty Bank on the Line of Credit was extended from June 30, 2016 to June 30, 2019.  The interest rate on the Line of Credit will remain fixed at 4.50% per annum through the modified June 30, 2019 maturity date.  Accrued interest on amounts outstanding will continue to be payable monthly, and any amounts outstanding on the Line of Credit are payable on demand or on July 1, 2019.  Premier currently has no outstanding balance on this line of credit.

The Line of Credit from the bank is secured by a pledge of 2,500 shares, constituting 25% of Premier’s ownership interest in Premier Bank, Inc. (a wholly owned subsidiary of Premier) under a Commercial Pledge Agreement dated June 30, 2012.  Premier’s $12,000,000 Term Loan from First Guaranty Bank dated August 26, 2015, with a remaining outstanding balance of $9,600,000, is also secured by the pledge of the same 25% of Premier’s interest in Premier Bank, Inc.


Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 – Change in Terms Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, executed on August 12, 2016, extending the maturity date of the Line of Credit to June 30, 2019.

Exhibit 10.2 – Commercial Pledge Agreement between Premier Financial Bancorp, Inc.  and First Guaranty Bank, Hammond, Louisiana, dated June 30, 2012 filed as Exhibit 10.3 to Premier’s Form 8-K dated June 29, 2012 is incorporated herein by reference.

Exhibit 10.3 – Commercial Pledge Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated August 26, 2015 filed as Exhibit 10.3 to Premier’s Form 8-K dated August 26, 2015 is incorporated herein by reference.


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: August 17, 2016               Brien M. Chase, Senior Vice President
  and Chief Financial Officer





EXHIBIT INDEX


Exhibit Number
  
Description
10.1
  
Change in Terms Agreement between Premier Financial Bancorp, Inc. and First Guaranty Bank, Hammond, Louisiana, dated July 19, 2016 related to the Line of Credit.
     



EX-10.1 2 citafgb081216.htm CHANGE IN TERMS AGREEMENT, FIRST GUARANTY BANK, AUGUST 12, 2016


Exhibit 10.1
 
CHANGE IN TERMS AGREEMENT
 
 
Principal
Loan Date
Maturity
Loan No
Call / Coll
Account
Officer
Initials
$3,000,000.00
07-01-2016
07-01-2019
260024914
    
AJJ
  
References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item.
Any item above containing “ * * * “ has been omitted due to text length limitations

Borrower:
Premier Financial Bancorp, Inc.
(TIN: 61-1206757)
2883 5th Avenue
Huntington, WV  25702
  
Lender:
FIRST GUARANTY BANK
First Guaranty Square Banking Center
400 East Thomas Street
P.O. Box 2009
Hammond, LA  70401-2009
(985) 345-7685

Principal Amount: $3,000,000.00
  
Date of Agreement:  July 19, 2016

DESCRIPTION OF EXISTING INDEBTEDNESS. PROMISSORY NOTE #260024914 DATED JUNE 30, 2012 IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,000,000.00 MODIFIED WITH AN INCREASE TO $3,000,000.00 ON APRIL 24,2013 WITH A CURRENT PRINCIPAL BALANCE OF $0.00.
 
DESCRIPTION OF COLLATERAL:  2500 SHARES OF PREMIER BANK, INC. STOCK, #2
 
DESCRIPTION OF CHANGE IN TERMS. EFFECTIVE AS OF THE DATE OF THIS AGREEMENT:
-THE MATURITY DATE WILL EXTEND THREE YEARS TO JUNE 30, 2019.
SEE "PAYMENT" PARAGRAPH BELOW. ALL OTHER TERMS AND CONDITIONS REMAIN THE SAME.
 
COLLECT:
$60,000.00  ORIGINATION FEE
$    250.00  DOCUMENTATION FEE
$60,250.00

PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all accrued unpaid interest on July 1, 2019. In addition, Borrower will pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning August 1, 2016, with all subsequent interest payments to be due on the same day of each month after that until this Agreement is paid in full.
 
INTEREST CALCULATION METHOD. Interest on this loan is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.  All interest payable under this loan is computed using this method.  This calculation method results in a higher effective interest rate than the numeric interest rate stated in the loan documents.
 
CONTINUING VALIDITY.  Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect.  Consent by Lender to this Agreement does not waive Lender's right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms.  Nothing in this Agreement will constitute a satisfaction of the obligation(s).  It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement.  If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.


PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT.
BORROWER:

PREMIER FINANCIAL BANCORP, INC.

By:  /s/ Robert W. Walker                          
ROBERT W. WALKER, President & CEO of
PREMIER FINANCIAL BANCORP, INC.


LENDER:

FIRST GUARANTY BANK

By:  /s/ Adam J. Johnston                         
Adam J. Johnston, Loan Officer