WesBanco 8-K 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 2009 (June 8, 2009)
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code (304) 234-9000
Former name or former address, if changed since last report Not Applicable>
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 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 1.01 Entry into a Material Definitive Agreement.
On June 8, 2009, WesBanco, Inc. entered into an Amendment to the Amended and Restated Credit Agreement and Line of Credit Note (collectively, the “Credit Facility”) with JPMorgan Chase Bank, N.A. which amends the Amended and Restated Credit Agreement dated July 12, 2006, as amended by an Amendment dated May 31, 2007, and replaces the Line of Credit Note dated May 31, 2007. The Credit Facility provides for aggregate unsecured borrowings of up to $25 million, a decrease of $23 million, and extends the scheduled maturity date to July 31, 2009 from May 31, 2009. The amendment also waives the consolidated non-performing asset ratio covenant for the calendar quarter ended March 31, 2009 and amends the consolidated non-performing asset ratio covenant from 1.75% to 3.75% effective June 8, 2009. The Credit Facility accrues interest at an Adjusted LIBOR rate and requires payment of interest only quarterly. The Credit Facility had no balance outstanding at June 8, 2009. Except for a decrease in the aggregate unsecured borrowing limit, an extension of the maturity date, and an increase in the financial covenant ratio, there were no material changes in the terms of the Credit Facility. The Credit Facility continues to contain various other conditions precedent to borrowing and affirmative and negative covenants which have not been amended.
The foregoing description of the terms and conditions of the Credit Facility is not complete and is qualified in all respects by the actual provisions of the Credit Facility, copies of which have been filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
10.1 – Amendment to Amended and Restated Credit Agreement between JPMorgan Chase Bank, N.A. and WesBanco, Inc.
10.2 – Line of Credit Note between JPMorgan Chase Bank, N.A. and WesBanco, Inc.
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.