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NB&T FINANCIAL GROUP INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

August 4, 2014



Item 1.01 Entry into a Material Definitive Agreement On August 4, 2014, Peoples Bancorp Inc. ("Peoples") entered into securities purchase agreements (the "Purchase Agreements") with a limited number of institutional and other accredited investors (collectively, the "Purchasers"), to sell a total of 1,847,826 newly issued shares of Peoples' common stock, no par value ("Common Stock") at a purchase price of $23.00 per share, for an aggregate gross purchase price of approximately $42.5 million (the "Private Placement"). The net proceeds of the Private Placement, after placement agent discounts and commissions and estimated expenses, are approximately $40 million. The Private Placement is anticipated to close, subject to certain conditions noted in the Purchase Agreements, on August 7, 2014.

The foregoing description of the Purchase Agreements is a summary and is qualified in its entirety by reference to the Form of Securities Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 concerning the offer and sale of the shares of Common Stock to the Purchasers pursuant to the Purchase Agreements is incorporated herein by reference. Such securities to be issued and sold under the Purchase Agreements in the transactions described in Item 1.01 were offered by Peoples in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) of Regulation D thereunder.

Item 7.01 Regulation FD Disclosure The executive officers of Peoples have used the materials filed herewith, in whole or in part, in one or more presentations to possible investors in connection with Peoples' efforts to raise capital pursuant to the Private Placement. A copy of the investor presentation is attached hereto as Exhibit 99.1.

Peoples does not intend for this Item 7.01 or Exhibit 99.1 to be treated as "filed" for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference into its filings under the Securities Act of 1933, as amended.

Item 8.01 Other Events On August 4, 2014, Peoples announced that it has entered into an Agreement and Plan of Merger dated August 4, 2014 ("Merger Agreement") with NB&T Financial Group, Inc. ("NB&T Financial"). The Merger Agreement calls for NB&T Financial to merge into Peoples, and for NB&T Financial's wholly owned subsidiary, The National Bank and Trust Company, which operates twenty-two branches in southwest Ohio, to merge into Peoples' wholly owned subsidiary, Peoples Bank, National Association.

A copy of the press release announcing the event is being furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

a) - c) Not applicable d) Exhibits See Index to Exhibits.



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Source: Edgar Glimpses


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