| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 18, 2022, Wesbanco, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) between the Company and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein (collectively, the “Underwriters”), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of $150.0 million aggregate principal amount of the Company’s 3.75% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”). The Underwriting Agreement includes customary representations, warranties and covenants by the Company, indemnification rights and obligations of the parties and termination provisions.
On March 23, 2022, the Company completed its offering and sale of $150.0 million aggregate principal amount of the Notes. The offering and sale of the Notes (the “Offering”) were made pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-239181), which was filed with the Securities and Exchange Commission (“SEC”) on June 15, 2020, as supplemented by the prospectus supplement, dated March 18, 2022, filed with the SEC on March 21, 2022.
The Notes were issued pursuant to the Indenture, dated March 23, 2022 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated March 23, 2022 (the “Supplemental Indenture”), between the Company and the Trustee.
The Notes will mature on April 1, 2032. From and including March 23, 2022 to but excluding April 1, 2027, the Company will pay interest on the Notes semi-annually in arrears on each April 1 and October 1 at a fixed annual interest rate equal to 3.75%, commencing on October 1, 2022. From and including April 1, 2027 to but excluding the maturity date or earlier redemption date, the interest rate will reset quarterly to an annual interest rate equal to a benchmark rate (which is expected to be the then-current three-month Secured Overnight Financing Rate) plus a spread of 178.7 basis points, payable quarterly in arrears on each January 1, April 1, July 1 and October 1, commencing on July 1, 2027.
The Company may, at its option beginning with the interest payment date of April 1, 2027 and on any interest payment date thereafter, redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Notes will not otherwise be redeemable by the Company prior to maturity, unless certain events occur. Any redemption of the Notes will be subject to the receipt of the approval of the Board of Governors of the Federal Reserve System, or the Federal Reserve, (or, as and if applicable, the rules of any appropriate successor bank regulatory agency) to the extent then required under applicable laws or regulations, including capital regulations. The Notes will not be convertible or exchangeable.
If an event of default with respect to the Notes occurs, the principal amount of the Notes, plus premium, if any, and accrued and unpaid interest may be declared immediately due and payable, subject to certain conditions. These amounts automatically become due and payable in the case of certain types of bankruptcy, insolvency or reorganization events of default involving the Company.
Certain of the Underwriters and their affiliates have provided in the past to the Company and its affiliates, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions.
The foregoing description of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Notes, copies of which are filed with this Current Report on Form 8-K as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively, and incorporated by reference herein.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
On March 18, 2022, the Company issued a press release announcing the pricing of the Offering, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
