Current Report Filing (8-k)

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): March 29, 2021 (March 26, 2021)


			PEOPLES BANCORP INC.
			(Exact name of Registrant as specified in its charter)

Ohio

000-16772

31-0987416

(State or other jurisdiction

(Commission File

(I.R.S. Employer

of incorporation)

Number)

Identification Number)

138 Putnam Street, PO Box 738

Marietta,

Ohio

45750-0738

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:

(740)

373-3155


			Not applicable
			(Former name or former address, if changed since last report)

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:


T			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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, without par value	PEBO	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On March 29, 2021, Peoples Bancorp Inc. (“Peoples”) released a presentation to investors about the transactions described in the Merger Agreement and the Asset Purchase Agreement (each as defined below). The presentation is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The preceding information, as well as Exhibit 99.1 referenced therein, shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Merger Agreement

On March 29, 2021, Peoples Bancorp Inc. (“Peoples”) announced that it has entered into an Agreement and Plan of Merger dated March 26, 2021 (“Merger Agreement”) with Premier Financial Bancorp, Inc. (“Premier”). The Merger Agreement calls for Premier to merge into Peoples and for Premier’s wholly owned subsidiaries, Premier Bank, Inc., and Citizens Deposit Bank and Trust, Inc., which combined operate 48 branches in the states of Kentucky, Maryland, Ohio, Virginia, West Virginia and the District of Columbia, to merge into Peoples’ wholly owned subsidiary, Peoples Bank.

Peoples also announced that it intends to conduct a facilitated conference call with analysts, media and individual investors at 11:00 a.m. Eastern Daylight Time on March 29, 2021.

A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Asset Purchase Agreement

Peoples Bank has entered into an Asset Purchase Agreement dated March 24, 2021 (“Asset Purchase Agreement”) with NS Leasing, LLC, which is headquartered in Burlington, Vermont, and does business as “North Star Leasing Company” (“NSL”). The Asset Purchase Agreement calls for Peoples Bank to acquire assets comprising NSL’s equipment finance business and to assume from NSL certain specified liabilities for total consideration of approximately $47.5 million, plus a potential earnout payment of up to $3.1 million. Under the terms of the Asset Purchase Agreement, Peoples Bank will acquire approximately $84 million in leases and will satisfy, on behalf of NSL, certain third-party debt in the amount of approximately $69 million. NSL originates, underwrites and services equipment leases to businesses throughout the United States. Peoples Bank will operate the acquired business as a division of Peoples Bank. The transaction is expected to close on or about March 31, 2021.

Important Additional Information about the Merger

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples. Peoples will file a registration statement on Form S-4 and other documents regarding the proposed merger with Premier with the Securities and Exchange Commission (“SEC”). The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of both Peoples and Premier in advance of their respective special meetings of shareholders to be held to consider the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about Peoples, Premier and the proposed merger.

Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, free of charge, on Peoples’ website at www.peoplesbancorp.com under the tab “Investor Relations” or by contacting Peoples’ Investor Relations

Department at: Peoples Bancorp Inc., 138 Putnam Street, PO Box 738, Marietta, Ohio 45750, Attn: Investor Relations.

Peoples, Premier, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Additional information about the directors and executive officers of Peoples is set forth in the proxy statement for Peoples' 2021 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 9, 2021.

Cautionary Statements Regarding Forward-Looking Information

Statements in this communication which are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, certain plans, expectations, goals, projections and benefits related to the transactions described in this communication.

The information contained in this communication should be read in conjunction with Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website (www.sec.gov) or at Peoples’ website (www.peoplesbancorp.com).

Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Peoples’ 2020 Annual Report on Form 10-K filed with the SEC under the section, “Risk Factors” in Part I, Item 1A. Additional risks and uncertainties include, but are not limited to: the possibility that Peoples’ merger with Premier and Peoples’ acquisition of North Star Leasing Company and any future acquisitions will be unsuccessful or more difficult, time-consuming or costly than expected; the possibility that Peoples is unable to obtain regulatory and shareholder approvals of the proposed merger with Premier on the proposed terms and schedule; and the possibility that Premier is unable to obtain the approval of the merger by its shareholders. As such, actual results could differ materially from those contemplated by forward-looking statements made in this communication. Management believes that the expectations in these forward-looking statements are based upon reasonable assumptions within the bounds of management's knowledge of Peoples’ business and operations. Peoples disclaims any responsibility to update these forward-looking statements to reflect events or circumstances after the date of this presentation.

INDEX TO EXHIBITS


Exhibit Number						Description
99.1						Investor Presentation - Merger Agreement and Asset Purchase Agreement
99.2						News Release issued by Peoples Bancorp Inc. on March 29, 2021

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.

PEOPLES BANCORP INC.

Date:

March 29, 2021

By:/s/

CHARLES W. SULERZYSKI

Charles W. Sulerzyski

President and Chief Executive Officer

March 29, 2021

Safe Harbor Statement Statements in this presentation which are not historical are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include discussions of the strategic plans and objectives or anticipated future performance and events of Peoples Bancorp Inc. (“Peoples”). The information contained in this presentation should be read in conjunction with Peoples’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”) and available on the SEC’s website (www.sec.gov) or at Peoples’ website (www.peoplesbancorp.com). Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties, including those detailed in Peoples’ 2020 Annual Report on Form 10-K filed with the SEC under the section, “Risk Factors” in Part I, Item 1A. As such, actual results could differ materially from those contemplated by forward-looking statements made in this presentation. Management believes that the expectations in these forward-looking statements are based upon reasonable assumptions within the bounds of management's knowledge of Peoples’ business and operations. Peoples disclaims any responsibility to update these forward-looking statements to reflect events or circumstances after the date of this presentation. 2

Safe Harbor Statement This call does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples Bancorp Inc. (“Peoples”). Peoples will file a registration statement on Form S-4 and other documents regarding the proposed merger with Premier Financial Bancorp, Inc. (“Premier”) with the Securities and Exchange Commission (“SEC”). The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of both Peoples and Premier in advance of their respective special meetings of shareholders to be held to consider the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about Peoples, Premier and the proposed merger. Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, free of charge, on Peoples’ website at www.peoplesbancorp.com under the tab “Investor Relations” or by contacting Peoples’ Investor Relations Department at: Peoples Bancorp Inc., 138 Putnam Street, PO Box 738, Marietta, Ohio 45750, Attn: Investor Relations. Peoples, Premier, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the proxy statement/prospectus regarding the proposed merger when it becomes available. Additional information about the directors and executive officers of Peoples is set forth in the proxy statement for Peoples' 2021 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 9, 2021. 3

Acquisition of Premier Financial Bancorp, Inc.

5 Strategic Rationale Strong Strategic Fit • Solidifies Peoples’ position as the best bank in West Virginia(1) • Entry into attractive Virginia, Maryland and Washington DC markets • Strong pro forma core deposit franchise • Aligned cultures and commitment to communities • Accelerates goal of becoming the Best Community Bank in America Enhanced Performance • Benefits of additional scale and operating leverage • Enhanced earnings profile • 30% cost savings to drive meaningful improvement in efficiency • Potential revenue synergies across multiple business lines (not modeled) Financially Compelling • 21%+ EPS accretion ($0.51 per share) • Reasonable tangible book earnback of 2.6 years • 20%+ internal rate of return (1) Peoples’ was recognized as the number one bank in West Virginia in 2020 by Forbes Sound Risk Profile • Grows balance sheet with high-quality loans and core deposits • Non complex business lines that are easily integrated • Leverages Peoples’ experience in acquisitions and integration • Diversifies balance sheet, geography and overall risk profile

Pro Forma Branch Map Enhanced Scale(1) Expanded Geography Improved Efficiency $6.7B Assets $4.6B Loans $5.5B Deposits ~61% Efficiency RatioPEBO (76) PFBI (48) Source: S&P Global Market Intelligence (1) Shown as of December 31, 2020; Excludes purchase accounting adjustments 136 Locations 6 States Enhancing Scale and Geographic Reach 6

7 Company Overview Company Name Premier Financial Bancorp, Inc. Headquarters Huntington, WV Ticker PFBI MRQ Balance Sheet Total Assets ($000) 1,945,822 Total Loans ($000) 1,200,862 Total Deposits ($000) 1,633,740 Tangible Common Equity ($000) 207,843 Loans / Deposits (%) 74.3 TCE / TA (%) 11.0 MRQ Profitability Net Income ($000) 5,940 ROAA (%) 1.24 ROAE (%) 9.21 Net Interest Margin (%) 3.85 Efficiency Ratio (%) 52.1 • Holding company for Citizens Deposit Bank and Trust, Inc. and Premier Bank, Inc. • Operates 48 branches across five states and Washington, D.C. • Proven track record of profitability and capital generation 57.2% 22.5% 7.3% 6.2% 5.4% 1.4% West Virginia Kentucky Ohio Washington D.C. Virginia Maryland Deposit Franchise by State Source: S&P Global Market Intelligence Note: Financial data as of December 31, 2020; Deposit market share data as of June 30, 2020 West Virginia Deposit Market Share Deposits Market Rank Institution Branches ($000) Share 1 Truist Financial Corp. 52 6,177,770 15.9% 2 United Bankshares Inc. 51 5,310,568 13.7% 3 WesBanco Inc. 44 3,316,050 8.5% 4 City Holding Co. 58 2,906,071 7.5% 5 Huntington Bancshares Inc. 28 2,262,262 5.8% 6 JPMorgan Chase & Co. 17 2,129,178 5.5% 7 Summit Financial Group Inc. 29 1,922,198 4.9% 8 MVB Financial Corp 12 1,542,394 4.0% Combined Company 33 1,362,392 3.5% 9 First Community Bankshares Inc 22 1,048,879 2.7% 10 Premier Financial Bancorp Inc. 25 927,938 2.4% Overview of Premier Financial Bancorp, Inc.

8 Consideration(1) • Approximately $292.3 million deal value • $19.69 per PFBI share • 100% stock consideration • 0.58x exchange ratio Pricing Multiples(1) • Price / Tangible Book Per Share(2): 139% • Price / LTM EPS: 13.0x • Core Deposit Premium: 5.8% Pro Forma Ownership • 70% PEBO shareholders • 30% PFBI shareholders Timing & Approvals • Shareholder approval • Customary regulatory approvals and closing conditions • Targeted closing and conversion in the third quarter of 2021 (1) Based on Peoples’ 20-day volume weighted average closing price of $33.95 per share as of March 26, 2021 (2) Price / tangible book value per share of 150% including special dividend paid in February Transaction Overview

Cost Savings • 30% of Premier’s estimated non-interest expense • 75% phased in 2021 and 100% in 2022 and thereafter Transaction Expenses • $23.7 million (pre-tax) • 8.1% of deal value Credit Mark • $35.9 million • 3.0% of Premier’s total loans at close • 33% PCD, 67% non-PCD Financial Impact • 2022 EPS accretion(1) (fully phased): 21% • TBVPS dilution: (6.7%) • TBVPS earnback (crossover): 2.6 years • IRR: > 20% Core Deposit Intangible • 0.50% of Premier’s core deposits • Amortized sum-of-years-digits over 10 years (1) PEBO 2022 EPS is per mean analyst consensus estimates Key Merger Assumptions and Financial Impact 9

Comprehensive Due Diligence 10 • PEBO is an experienced acquirer with 8 bank transactions completed since 2012 • Track record of successful integration and realization of cost savings • Comprehensive process including business, operational, credit, financial, legal, HR and regulatory review • Detailed credit review completed by internal team with assistance from external partners • Due diligence team reviewed approximately 70% of the target’s commercial loan portfolio • Nearly 100% review of loan exposures over $1 million, 83% over $500,000 and 95% of criticized relationships over $100,000 • Detailed review of cost structure, interest rate risk, and growth strategy • Identification of potential revenue synergies • Thorough review of all regulatory, compliance, legal & operational risk Comprehensive Diligence Process Disciplined Acquirer

Transaction Highlights • Bolsters presence in core markets and creates a logical gateway for future growth opportunities • Entry into attractive markets within Virginia, Maryland, and Washington DC • Ability to expand enhanced product offerings, including insurance and wealth management, to existing and new clients throughout Premier’s footprint • Lower-risk transaction provides for a seamless integration • Provides access to additional low-cost deposits • Enhances Peoples’ growth strategy by leveraging larger balance sheet and product set across existing footprint and new markets • Financially attractive with strong, double-digit earnings accretion (fully phased-in) and manageable tangible book earnback • Experienced acquirer with significant integration experience 11

Acquisition of North Star Leasing

$25,806 $35,482 $36,383 $38,706 $49,615 $68,914 $69,674 $0 $10 ,000 $20 ,000 $30 ,000 $40 ,000 $50 ,000 $60 ,000 $70 ,000 $80 ,000 2014 2015 2016 2017 2018 2019 2020 North Star Leasing Overview • Founded in 1979 and headquartered in Burlington, VT, NSL leases a broad range of essential equipment used by small-and medium-sized businesses across the U.S. • NSL is an integrated originations, underwriting and servicing platform serving over 1,250 active vendors (80% of originations) and brokers (20%) • Originations have grown 18% annually from 2014 to 2020 • Net investment of $90 million, comprised of over 4,500 leases at an average yield of 18% • Average transaction size of $30,000 (for new originations). Underwriting is conducted through a combination of traditional underwriting and automated scoring. Personal guarantees on more than 95% of portfolio. While guarantors have an average FICO of 699, NSL generally requires three payments upfront and structurally mitigates weaker credits • Tenured management team Originations ($000) Equipment Type 13 Other 40% Manufacturing 27% Restaurant 12% Heavy Equipment 8% Titled - Vocational 6% Medical 4% Landscaping 3%

Strategic Rationale • Combination with our premium finance business will improve our core growth, net interest margin, and earnings • Experienced, data-driven team with small-ticket expertise Valuation • 100% cash consideration • $47.5 million at closing, with a maximum consideration of $50.63 million Financial Implications(1) • 13.1% accretive to 2022 EPS (approximately $0.37)(2) • Tangible book value earnback of 3.4 years • IRR greater than 45% Timing • Targeted closing March 31, 2021 (1) Financial implications exclude any impact from the announced acquisition of Premier Financial Bancorp, Inc. (2) PEBO 2022 EPS is per mean analyst consensus estimates Transaction Summary and Highlights 14

Peoples + Premier + North Star

Powerful Pro Forma Franchise Pro Forma Snapshot(1) Products & Services $6.8B+ Assets $4.7B+ Loans $5.5B+ Deposits 137 Locations Banking Equipment Leasing ~8.0% TCE/TA $0.75 - $0.80 Accretion to 2022 EPS (1) Shown as of December 31, 2020; Excludes purchase accounting adjustments (2) Assumes NSL transaction closes on March 31, 2021 and PFBI transaction closes on September 30, 2021 Note: Map locations above do not include Peoples Premium Finance (Lee’s Summit, MO) and North Star Leasing (Burlington, VT) 16 • Attractively valued opportunities to expand the Peoples franchise • Track record of acquisitions makes for efficient integration • Positions Peoples well to capitalize on strengthening economic prospects Wealth Management Insurance Premium Finance Financials(2)

Appendix

Dollars in thousands Dollars in thousands Dollars in thousands Loan Type Balance % Loan Type Balance % Loan Type Balance % 1-4 Family $622,245 18.3% 1-4 Family $328,837 25.4% 1-4 Family $951,082 20.2% CRE & Multi-family 856,701 25.1% CRE & Multi 531,715 41.1% CRE & Multi 1,388,416 29.5% C&D 106,858 3.1% C&D 92,648 7.2% C&D 199,506 4.2% Home Equity 122,882 3.6% Home Equity 49,822 3.8% Home Equity 172,704 3.7% C&I 938,691 27.5% C&I 150,329 11.6% C&I 1,089,020 23.2% Specialty Finance 114,758 3.4% Specialty Finance 80,811 6.2% Specialty Finance(1) 195,569 4.2% Consumer & Other 645,464 18.9% Consumer & Other 61,027 4.7% Consumer & Other 706,491 15.0% Total Loans & Leases $3,407,599 100.0% Total Loans & Leases $1,295,189 100.0% Total Loans & Leases $4,702,788 100.0% PPP Loans $366,902 PPP Loans $62,000 PPP Loans $428,902 MRQ Yield on Loans: 4.06% MRQ Yield on Loans: 5.37% MRQ Yield on Loans: 4.42% 1-4 Family 18.3% CRE & Multi- family 25.1% C&D 3.1% Home Equity 3.6% C&I 27.5% Specialty Finance 3.4% Consumer & Other 18.9% 1-4 Family 25.4% CRE & Multi- family 41.1% C&D 7.2% Home Equity 3.8% C&I 11.6% Specialty Finance 6.2% Consumer & Other 4.7% 1-4 Family 20.2% CRE & Multi- family 29.5% C&D 4.2% Home Equity 3.7% C&I 23.2% Specialty Finance 4.2% Consumer & Other 15.0% Combined Source: S&P Global Market Intelligence Note: Financial data as of December 31, 2020; Excludes purchase accounting adjustments (1) Includes premium finance loans and leases acquired from NSL acquisition; Targeting less than 10% of total assets Pro Forma Loan Composition 18

Pro Forma Deposit Composition Dollars in thousands Dollars in thousands Dollars in thousands Deposit Type Balance % Deposit Type Balance % Deposit Type Balance % Non-Interest $997,323 25.5% Non-Interest $487,675 29.9% Non-Interest $1,484,998 26.8% Int-DDA, MM, Savings 2,405,910 61.5% Int-DDA, MM, Savings 820,513 50.2% Int-DDA, MM, Savings 3,226,423 58.2% CDs < $250K 419,025 10.7% CDs < $250K 261,917 16.0% CDs < $250K 680,942 12.3% CDs > $250K 88,201 2.3% CDs > $250K 63,635 3.9% CDs > $250K 151,836 2.7% Total Deposits $3,910,459 100.0% Total Deposits $1,633,740 100.0% Total Deposits $5,544,199 100.0% MRQ Cost of Deposits: 0.29% MRQ Cost of Deposits: 0.27% MRQ Cost of Deposits: 0.29% Non-Interest 25.5% Int-DDA, MM, Savings 61.5% CDs < $250K 10.7% CDs > $250K 2.3% Non-Interest 29.9% Int-DDA, MM, Savings 50.2% CDs < $250K 16.0% CDs > $250K 3.9% Non-Interest 26.8% Int-DDA, MM, Savings 58.2% CDs < $250K 12.3% CDs > $250K 2.7% Combined Source: S&P Global Market Intelligence Note: Financial data as of December 31, 2020; Excludes purchase accounting adjustments 19

Premier Financial Highlights ($000s) 2016Y 2017Y 2018Y 2019Y 2020Y Balance Sheet Total Assets 1,496,193 1,493,424 1,690,115 1,781,010 1,945,822 Total Loans HFI 1,024,823 1,049,052 1,149,301 1,195,295 1,214,395 Total Deposits 1,279,386 1,272,675 1,430,127 1,495,753 1,633,740 Loans / Deposits (%) 80 82 80 80 74 Yield on Loans (%) 5.23 5.32 5.38 5.65 5.27 Cost of IB Deposits (%) 0.40 0.40 0.56 0.84 0.57 Capital Position Total Equity 174,184 183,355 216,729 240,241 259,907 Tang. Common Equity 134,464 144,609 163,821 187,225 207,843 TCE Ratio (%) 9.23 9.94 10.01 10.83 10.98 Profitability Net Income 12,174 14,819 20,168 24,196 22,438 ROAA (%) 0.82 0.99 1.30 1.40 1.20 ROATCE (%) 9.53 10.81 13.63 13.88 11.53 Non-int. Inc. / Avg. Assets (%) 0.55 0.58 0.58 0.54 0.45 Non-int. Exp. / Avg. Assets (%) 2.63 2.58 2.55 2.45 2.29 Efficiency Ratio (%) 61.0 56.6 56.2 54.1 55.1 Net Interest Margin (%) 3.93 4.18 4.13 4.18 3.83 Asset Quality and LLR NPAs / Assets (%) 3.12 3.20 2.23 1.67 1.16 LLR / Gross Loans (%) 1.06 1.15 1.20 1.13 1.11 NCOs / Avg. Loans (%) 0.06 0.12 0.06 0.12 0.28 Source: S&P Global Market Intelligence 20

Filed by Peoples Bancorp Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Premier Financial Bancorp, Inc.

Commission File No. 000-16772

P.O. BOX 738

MARIETTA, OHIO 45750

www.peoplesbancorp.com

2883 FIFTH AVENUE

HUNTINGTON, WEST VIRGINIA-25702

www.premierbankinc.com

NEWS RELEASE

FOR IMMEDIATE RELEASE

March 29, 2021

Contacts:

Chuck W. Sulerzyski

Robert W. Walker

President and Chief Executive Officer

Peoples Bancorp Inc.

Premier Financial Bancorp, Inc.

(740) 374-6163

(304) 525-1600

PEOPLES BANCORP INC. AND PREMIER FINANCIAL BANCORP, INC. ANNOUNCE DEFINITIVE MERGER AGREEMENT

_____________________________________________________________________

MARIETTA, Ohio, and HUNTINGTON, West Virginia - Peoples Bancorp Inc. (“Peoples”) (NASDAQ: PEBO) and Premier Financial Bancorp, Inc. (“Premier”) (NASDAQ: PFBI), jointly announced today the signing of a definitive agreement and plan of merger (“Merger Agreement”) pursuant to which Peoples will acquire, in an all-stock merger, Premier, a bank holding company headquartered in Huntington, West Virginia, and the parent company of Premier Bank, Inc. (“Premier Bank”) and Citizens Deposit Bank & Trust, Inc. (“Citizens”). Under the terms of the Merger Agreement, Premier will merge with and into Peoples (the “Merger”), and Premier Bank and Citizens will subsequently merge with and into Peoples’ wholly owned subsidiary, Peoples Bank, in a transaction valued at approximately $292.3 million.

Upon completion of the Merger, the combined company will have approximately $6.7 billion in total assets, $4.6 billion in total loans and $5.5 billion in total deposits with 136 locations in Ohio, West Virginia, Kentucky, Maryland, Virginia and Washington, D.C.

Premier, through its two community bank subsidiaries, operates 48 branches in thirty-eight communities spanning across five-states, plus Washington D.C. As of December 31, 2020, Premier had, on a consolidated basis, $1.9 billion in total assets, which included $1.2 billion in total net loans, and $1.6 billion in total deposits.

“We are excited about our partnership with Premier and the addition of significant scale to enhance our ability to drive future growth and improved profitability. Premier’s strong core franchise provides a natural extension of our existing markets, as well as entry into attractive markets within Virginia, Maryland and Washington, D.C.” said Chuck Sulerzyski, President and Chief Executive Officer of Peoples. “Over the years, we have successfully expanded our West Virginia and Kentucky footprint. We are proud to have been recognized in 2020 as the number one bank in West Virginia as part of Forbes' annual list of America's Best-In-State Banks and Credit Unions. We also were voted as The Best in the Tri-State by readers of the Herald Dispatch (Huntington, WV). We look forward to welcoming Premier shareholders, employees and customers to become part of our team, and we are ecstatic to offer additional locations to new and existing Peoples Bank clients.”

Bob Walker, President and Chief Executive Officer of Premier commented, “We are excited to have the opportunity to join forces with one of the strongest banks in the region. Our customers, employees and shareholders will benefit from Peoples’ history of profitable growth and expertise in successfully executing acquisitions. We are also excited about Peoples’ expansive suite of products, which will provide us the ability to deliver new products and services, including insurance and investment products, to our valued customers in the communities we serve. Peoples’ community banking model, culture and commitment to high-quality customer service makes Peoples’ an excellent choice for Premier.”

According to the terms of the Merger Agreement, which has been unanimously approved by the Boards of Directors of both companies, shareholders of Premier will receive 0.58 shares of Peoples common stock for each share of Premier common stock, and the Merger is expected to qualify as a tax-free reorganization for Premier shareholders. Based on Peoples’ 20-day volume weighted average closing price of $33.95 per share as of March 26, 2021, the aggregate deal value is approximately $292.3 million, or $19.69 per share. The transaction is expected to be immediately accretive to Peoples’ estimated earnings before one-time costs, with a tangible book value earn back of approximately 2.6 years, and an internal rate of return in excess of 20%.

The acquisition is expected to close during the third quarter of 2021, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of the shareholders of Peoples and Premier. At that time, Premier’s offices will become branches of Peoples Bank.

Peoples was advised by Raymond James & Associates, Inc. and the law firm of Dinsmore & Shohl LLP. Premier was advised by Piper Sandler Companies and the law firm of Jackson Kelly PLLC.

Conference Call

Also today, Peoples announced that it intends to conduct a facilitated conference call with analysts, media and other individual investors at 11:00 a.m. Eastern Time on March 29, 2021. The conference call will consist of prepared commentary from Mr. Sulerzyski and Katie Bailey, Chief Financial Officer and Treasurer, regarding the planned acquisition followed by a question and answer period. The dial-in number for this call will be 866-890-9285. A simultaneous webcast of the conference call audio (listen-only mode) and archived replay will be accessible online via the “Investor Relations” section of Peoples’ website. The audio replay will be available for one year. Individuals wishing to participate in the live conference call are encouraged to call or sign in at least 15 minutes prior to the scheduled start time.

Important Information for Investors and Shareholders:

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities of Peoples. Peoples will file a registration statement on Form S-4 and other documents regarding the proposed transaction referenced in this news release with the Securities and Exchange Commission (“SEC”) to register the shares of Peoples common stock to be issued to the shareholders of Premier. The registration statement will include a joint proxy statement/prospectus, which will be sent to the shareholders of both Peoples and Premier in advance of their respective special meetings of shareholders to be held to consider the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the SEC in connection with the proposed transaction because they contain important information about Peoples, Premier and the proposed transaction. Investors and security holders may obtain a free copy of these documents (when available) through the website maintained by the SEC at www.sec.gov. These documents may also be obtained, without charge, by directing a request to Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750, Attn.: Investor Relations.

Peoples and Premier and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Premier in connection with the proposed merger. Information about the directors and executive officers of Peoples is set forth in the proxy statement for Peoples’ 2021 annual meeting of shareholders, as filed with the SEC on Schedule 14A on March 9, 2021. Information about the directors and executive officers of Premier will be set forth in the proxy statement for Premier’s 2021 annual meeting of shareholders, which will be filed with the SEC on a Schedule 14A during the second quarter of 2021. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

About Peoples Bancorp Inc.:

Peoples is a diversified financial services holding company and makes available a complete line of banking, trust and investment, insurance and premium financing solutions through its subsidiaries. Headquartered in Marietta, Ohio, since 1902, Peoples has established a heritage of financial stability, growth and community impact. Peoples had $4.8 billion in total assets as of December 31, 2020, and 88 locations, including 76 full-service bank branches in Ohio, Kentucky and West Virginia. Peoples is a member of the Russell 3000 index of U.S. publicly-traded companies. Learn more about Peoples at www.peoplesbancorp.com.

About Premier Financial Bancorp, Inc.:

Premier is a financial services holding company headquartered in Huntington, West Virginia. It operates two community bank subsidiaries, Premier Bank, Inc. and Citizens Deposit Bank and Trust, Inc. As of December 31, 2020, Premier had $1.9 billion in total consolidated assets. Premier operates in thirty-eight communities within the states of West Virginia, Virginia, Ohio, Maryland and Kentucky plus the cities of Washington, DC and Richmond, Virginia, to provide their customers with a full range of banking services.

Safe Harbor Statement:

Statements made in this news release that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements are subject to certain risks and uncertainties including, but not limited to, the successful completion and integration of the transaction contemplated in this release, which includes the retention of

the acquired customer relationships, adverse changes in economic conditions, the impact of competitive products and pricing and the other risks set forth in the Company’s filings with the SEC. As a result, actual results may differ materially from the forward-looking statements in this news release. These factors are not necessarily all of the factors that could cause Peoples or the combined company’s actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm Peoples or the combined company’s results

Peoples encourages readers of this news release to understand forward-looking statements to be strategic objectives rather than absolute targets of future performance. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this news release or to reflect the occurrence of unanticipated events, except as required by applicable legal requirements. If Peoples updates one or more forward-looking statements, no inference should be drawn that Peoples will make additional updates with respect to those or other forward-looking statements. Copies of documents filed with the SEC are available free of charge at the SEC’s website at http://www.sec.gov and/or from Peoples’ website.

END OF RELEASE

Cover	Mar. 26, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 26, 2021
Entity Registrant Name	PEOPLES BANCORP INC.
Entity Incorporation, State or Country Code	OH
Entity File Number	000-16772
Entity Tax Identification Number	31-0987416
Entity Address, Address Line One	138 Putnam Street, PO Box 738
Entity Address, City or Town	Marietta,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45750-0738
City Area Code	(740)
Local Phone Number	373-3155
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common shares, without par value
Trading Symbol	PEBO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000318300
Amendment Flag	false