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): September 30, 2015
PORTER
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
Kentucky
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001-33033
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61-1142247
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(State
or other jurisdiction of
incorporation
and organization)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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2500 Eastpoint Parkway, Louisville, Kentucky, 40223
(Address
of principal executive offices)
(502)
499-4800
(Registrant's
telephone number, including area code)
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:
⃞
Written communications 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))
Item 8.01. Other Events
On September 30, 2015, Porter Bancorp, Inc. (“Porter” or the “Company”)
completed a common equity for debt exchange with holders of $4,000,000
of the capital securities (the “Trust Securities”) of Porter Statutory
Trust IV, a trust subsidiary of Porter, with accrued and unpaid interest
thereon of approximately $330,000. In exchange for the $4.3 million
debt and interest liability, the Company issued 800,000 common shares
and 400,000 non-voting common shares, for a total of 1,200,000 shares,
as described below.
The value received by Porter in this transaction was $3.61 per share
issued ($4,330,000 / 1,200,000 shares). The closing price of Porter’s
common stock was $1.40 per share on September 30, 2015. The ten day
trailing average closing price per share was $1.47 and the twenty day
trailing average closing price per share was $1.48. The transaction is
expected to save the Company approximately $80,000 of interest expense
over the next twelve months. Following this transaction, Porter had
20,091,205 common shares and 6,858,000 non-voting common shares issued
and outstanding at the close of business on September 30, 2015. The
transaction represents 16 cents per share of tangible book value per
share at September 30, 2015 ($4,330,000 / 26,949,205 total shares issued
and outstanding).
In the transaction, a wholly owned subsidiary of Porter acquired a
portion of the Trust Securities directly from a third party (the
“Holder”) in exchange for 400,000 common shares. W. Glenn Hogan also
purchased a portion of the Trust Securities from the Holder, and
transferred his purchased Trust Securities to the Porter subsidiary in
exchange for 400,000 common shares. In addition, Patriot Financial
Partners L.P. and its affiliate Patriot Financial Partners Parallel L.P.
(the “Patriot Funds”) purchased the remaining Trust Securities from the
Holder, and transferred their purchased Trust Securities to the Porter
subsidiary in exchange for a total of 400,000 non-voting common
shares. Mr. Hogan and the general partner of the Patriot Funds, W. Kirk
Wycoff, are each directors of Porter. Copies of the Exchange Agreements
between Mr. Hogan and the Company and Patriot Financial Partners L.P.
and the Company are filed as Exhibits 10.1 and 10.2 to this report.
A copy of the press release issued by the Company on October 1, 2015 is
attached as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
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Description of Exhibit
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10.1
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Exchange Agreement with Patriot Financial Partners. L.P. dated
September 30, 2015.
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10.2
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Exchange Agreement with W. Glenn Hogan dated September 30, 2015.
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99.1
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Press Release issued October 1, 2015.
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SIGNATURES
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.
Date: October 2, 2015
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PORTER BANCORP, INC.
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By:
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/s/ John T. Taylor
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John T. Taylor
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President and
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Chief Executive Officer
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2
Exhibit 10.1
PBIB CORPORATION
2500 Eastpoint Parkway
Louisville, Kentucky 40223
September 30, 2015
Patriot Financial Partners. L.P.
Attn: W. Kirk Wycoff
Cira
Centre
2929 Arch Street, 27th Floor
Philadelphia,
Pennsylvania 19104
Gentlemen:
Patriot Financial Partners, L.P., a Delaware limited partnership
(“Patriot”) has agreed to purchase $1,333,333 face amount of shares of
the capital securities issued by Porter Statutory Trust IV (the “Securities”)
effective on or before September 30, 2015.
Patriot agrees, immediately upon completing its purchase of the
Securities, to transfer the Securities by book-entry delivery to PBIB
Corporation, a Kentucky corporation (“PBIB”) and wholly
owned subsidiary of Porter Bancorp, Inc. (“Porter”), and in exchange,
PBIB will deliver to Patriot stock certificates representing 400,000
newly issued Non-Voting Common Shares of Porter (the “Shares”).
PBIB and Patriot understand and acknowledge that Patriot may transfer
some or all of (i) its rights to purchase the Securities, (ii) the
Securities, or (iii) the Shares to an affiliate of Patriot, and such
affiliate of Patriot will agree to be bound by the terms of this
Agreement to the same extent that Patriot is bound by the terms of this
Agreement.
Patriot understands and acknowledges that the Shares have not been
registered under federal and applicable state securities laws and may
not be sold or transferred by Patriot unless so registered or subject to
an exemption from registration under federal and applicable state
securities laws. Neither PBIB nor Porter is under any obligation to
register the Shares for resale by Patriot. Patriot further understands
and acknowledges that the Shares will be “restricted securities” within
the meaning of Rule 144 under the federal Securities Act of 1933, as
amended, and any stock certificates issued to represent the Shares will
bear a legend to that effect.
PBIB and Patriot will each be responsible for its own expenses relating
to any aspect of this Agreement.
This Agreement constitutes the entire agreement of the parties with
respect to the subject matter contained herein, and supersedes all prior
and contemporaneous understandings and agreements, both written and
oral, with respect to such subject matter. The terms of this Agreement
may only be amended or modified only by a written agreement signed by
each party hereto.
This Agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Kentucky without giving effect to
any choice or conflict of law provision or rule (whether of the
Commonwealth of Kentucky or any other jurisdiction) that would cause the
application of laws of any jurisdiction other than those of the
Commonwealth of Kentucky. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in the federal courts of the United States of
America or the courts of the Commonwealth of Kentucky in each case
located in the county of Jefferson, and each party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action or
proceeding. Each party acknowledges and agrees that any controversy
which may arise under this Agreement is likely to involve complicated
and difficult issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trial by jury in
respect of any legal action arising out of or relating to this Agreement
or the transactions contemplated hereby.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If any
provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
This Agreement may be executed via facsimile or electronic mail
transmission and may be executed in separate counterparts, each of which
shall be deemed to be an original and all of which together shall
constitute a single instrument.
Please countersign in the space provided below and return a fully
executed copy to PBIB. Upon such countersignature, this Agreement shall
take effect as of the date on the first page.
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Very truly yours,
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PBIB CORPORATION
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By:
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PORTER BANCORP, INC., its sole
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shareholder
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By:
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/s/ John T. Taylor
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Name: John T. Taylor
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Title: Chief Executive Officer
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PATRIOT FINANCIAL PARTNERS, L.P.
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By:
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/s/ W. Kirk Wycoff
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Name: W. Kirk Wycoff
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Title: Managing Partner
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2
Exhibit 10.2
PBIB CORPORATION
2500 Eastpoint Parkway
Louisville, Kentucky 40223
September 30, 2015
W. Glenn Hogan
2500 Eastpoint Parkway
Louisville, Kentucky 40223
Dear Mr. Hogan:
You have agreed to purchase $1,333,333 face amount of shares of the
capital securities issued by Porter Statutory Trust IV (the “Securities”)
effective on or before September 30, 2015.
You agree, immediately upon completing your purchase of the Securities,
to transfer the Securities by book-entry delivery to PBIB Corporation, a
Kentucky corporation (“PBIB”) and wholly owned subsidiary
of Porter Bancorp, Inc. (“Porter”), and in exchange, PBIB will transfer
to you by book-entry delivery 400,000 newly issued Common Shares of
Porter (the “Shares”).
You understand and acknowledge that the Shares have not been registered
under federal and applicable state securities laws and may not be sold
or transferred by you unless so registered or subject to an exemption
from registration under federal and applicable state securities
laws. Neither PBIB nor Porter is under any obligation to register the
Shares for resale. You further understand and acknowledge that the
Shares will be “restricted securities” within the meaning of Rule 144
under the federal Securities Act of 1933, as amended, and any stock
certificates issued to represent the Shares will bear a legend to that
effect.
Each of us will be responsible for its own expenses relating to any
aspect of this Agreement.
This Agreement constitutes our entire agreement with respect to the
subject matter contained herein, and supersedes all prior and
contemporaneous understandings and agreements, both written and oral,
with respect to such subject matter. The terms of this Agreement may
only be amended or modified only by a written agreement signed by each
party hereto.
This Agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Kentucky without giving effect to
any choice or conflict of law provision or rule (whether of the
Commonwealth of Kentucky or any other jurisdiction) that would cause the
application of laws of any jurisdiction other than those of the
Commonwealth of Kentucky. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated
hereby may be instituted in the federal courts of the United States of
America or the courts of the Commonwealth of Kentucky in each case
located in the county of Jefferson, and each party irrevocably submits
to the exclusive jurisdiction of such courts in any such suit, action or
proceeding. Each party acknowledges and agrees that any controversy
which may arise under this Agreement is likely to involve complicated
and difficult issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trial by jury in
respect of any legal action arising out of or relating to this Agreement
or the transactions contemplated hereby.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of
this Agreement or affecting the validity or enforceability of any of the
terms or provisions of this Agreement in any other jurisdiction. If any
provision of this Agreement is so broad as to be unenforceable, the
provision shall be interpreted to be only so broad as is enforceable.
This Agreement may be executed via facsimile or electronic mail
transmission and may be executed in separate counterparts, each of which
shall be deemed to be an original and all of which together shall
constitute a single instrument.
Please countersign in the space provided below and return a fully
executed copy to PBIB. Upon such countersignature, this Agreement shall
take effect as of the date on the first page.
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Very truly yours,
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PBIB CORPORATION
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By:
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PORTER BANCORP, INC., its sole
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shareholder
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By:
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/s/ John T. Taylor
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Name: John T. Taylor
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Title: Chief Executive Officer
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W. GLENN HOGAN
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By:
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/s/ W. Glenn Hogan
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Name: W. Glenn Hogan
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Title: Director
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4
Exhibit 99.1
Porter
Bancorp, Inc. Completes Debt for Equity Exchange
LOUISVILLE, Ky.--(BUSINESS WIRE)--October 1, 2015--Porter Bancorp, Inc.
(NASDAQ: PBIB), parent company of PBI Bank, Inc., announced that on
September 30, 2015, Porter Bancorp, Inc. (“Porter” or the “Company”)
completed a common equity for debt exchange with holders of $4,000,000
of the capital securities (the “Trust Securities”) of Porter Statutory
Trust IV, a trust subsidiary of Porter, with accrued and unpaid interest
thereon of approximately $330,000. In exchange for the $4.3 million debt
and interest liability, the Company issued 800,000 common shares and
400,000 non-voting common shares, for a total of 1,200,000 shares, as
described below.
The value received by Porter in this transaction was $3.61 per share
issued ($4,330,000 / 1,200,000 shares). The closing price of Porter’s
common stock was $1.40 per share on September 30, 2015. The ten day
trailing average closing price per share was $1.47 and the twenty day
trailing average closing price per share was $1.48. The transaction is
expected to save the Company approximately $80,000 of interest expense
over the next twelve months. Following this transaction, Porter had
20,091,205 common shares and 6,858,000 non-voting common shares issued
and outstanding at the close of business on September 30, 2015. The
transaction represents 16 cents per share of tangible book value per
share at September 30, 2015 ($4,330,000 / 26,949,205 total shares issued
and outstanding).
In the transaction, a wholly owned subsidiary of Porter acquired a
portion of the Trust Securities directly from a third party (the
“Holder”) in exchange for 400,000 common shares. W. Glenn Hogan also
purchased a portion of the Trust Securities from the Holder, and
transferred his purchased Trust Securities to the Porter subsidiary in
exchange for 400,000 common shares. In addition, Patriot Financial
Partners L.P. and its affiliate Patriot Financial Partners Parallel L.P.
(the “Patriot Funds”) purchased the remaining Trust Securities from the
Holder, and transferred their purchased Trust Securities to the Porter
subsidiary in exchange for a total of 400,000 non-voting common shares.
Mr. Hogan and the general partner of the Patriot Funds, W. Kirk Wycoff,
are each directors of Porter.
About Porter Bancorp, Inc.
Porter Bancorp, Inc. (NASDAQ: PBIB) is a Louisville, Kentucky-based bank
holding company which operates banking centers in 12 counties through
its wholly-owned subsidiary PBI Bank. Our markets include metropolitan
Louisville in Jefferson County and the surrounding counties of Henry and
Bullitt, and extend south along the Interstate 65 corridor. We serve
southern and south central Kentucky from banking centers in Butler,
Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. We
also have a banking center in Lexington, Kentucky, the second largest
city in the state. PBI Bank is a traditional community bank with a wide
range of personal and business banking products and services.
Forward-Looking Statements
Statements in this press release relating to Porter Bancorp’s plans,
objectives, expectations or future performance are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,”
“estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,”
“strive” or similar words, or negatives of these words, identify
forward-looking statements. These forward-looking statements are based
on management’s current expectations. Porter Bancorp’s actual results in
future periods may differ materially from those indicated by
forward-looking statements due to various risks and uncertainties,
including our ability to reduce our level of higher risk loans such as
commercial real estate and real estate development loans, reduce our
level of non-performing loans and other real estate owned, and increase
net interest income in a low interest rate environment, as well as our
need to increase capital. These and other risks and uncertainties are
described in greater detail under “Risk Factors” in the Company’s Form
10-K and subsequent periodic reports filed with the Securities and
Exchange Commission. The forward-looking statements in this press
release are made as of the date of the release and Porter Bancorp does
not assume any responsibility to update these statements.
PBIB-G
CONTACT:
Porter Bancorp, Inc.
John T. Taylor, 502-499-4800
Chief
Executive Officer
Porter Bancorp, Inc. (delisted) (NASDAQ:PBIB)
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