Item 8.01 Other Events
On November 15, 2012, the Board of Directors of Peoples Bancorp Inc. ("Peoples")
authorized Peoples to prepay all of the outstanding $928,000 principal amount
under the Series A 8.62% Junior Subordinated Deferrable Interest Debenture due
May 1, 2029 (the "Series A Junior Subordinated Debenture") and all of the
outstanding $30,000,000 principal amount under the Series B 8.62% Junior
Subordinated Deferrable Interest Debenture due May 1, 2029 (the "Series B Junior
Subordinated Debenture" and, together with the Series A Junior Subordinated
Debenture, the "Junior Subordinated Debentures"). The Junior Subordinated
Debentures were issued by Peoples to PEBO Capital Trust I, a Delaware business
trust, pursuant to the term of the Indenture, dated as of April 20, 1999 (the
"Indenture"), between Peoples and Wilmington Trust Company, as Debenture
Trustee.
On November 16, 2012, Peoples provided notice to Wilmington Trust Company, in
its capacity as Debenture Trustee as well as in its capacity as Property Trustee
for PEBO Capital Trust I, that Peoples will prepay the Junior Subordinated
Debentures in full on December 19, 2012. Pursuant to the terms of the Indenture,
the prepayment price will be equal to 103.017% of the aggregate $30,928,000
principal amount of the Junior Subordinated Debentures ($31,861,098), plus
accrued and unpaid interest thereon to, but not including, the date of
prepayment (estimated to be $355,466).
Peoples intends to fund the redemption of the Junior Subordinated Debentures
using proceeds from a term loan with an unaffiliated financial institution. The
loan is expected to bear interest at a fixed rate and be fully amortizing over a
five year term, and should close on or before December 19, 2012. Peoples will
file a Current Report on Form 8-K disclosing the terms and conditions of the
loan after closing.
In accordance with the provisions of the Amended and Restated Declaration of
Trust of PEBO Capital Trust I, dated as of April 20, 1999, among Peoples, as
Sponsor; the individuals serving as Administrative Trustees; Wilmington Trust
Company, as Delaware Trustee and Property Trustee; and the holders of undivided
beneficial interests in the assets of PEBO Capital Trust I represented by Common
Securities issued to Peoples and Series B 8.62% Capital Securities held by
institutional investors, upon the repayment of the Junior Subordinated
Debentures, the proceeds will be simultaneously applied to redeem all 928
outstanding Common Securities, each with a liquidation amount of $1,000, and all
30,000 outstanding Series B 8.62% Capital Securities, each with a liquidation
amount of $1,000, issued by PEBO Capital Trust I. The redemption price in each
case will be equal to 103.017% of the liquidation amount, plus accumulated and
unpaid distributions to but not including the date of redemption of the Common
Securities and the Series B 8.62% Capital Securities.
On November 19, Peoples issued a news release reporting its intention to prepay
the outstanding Junior Subordinated Debentures in full on December 19, 2012. A
copy of the news release is filed with the Current Report on Form 8-K as
Exhibit 99.1.