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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
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Date of Report (Date of earliest event reported): June 30, 2023 |
Premier Financial Corp.
(Exact name of Registrant as Specified in Its Charter)
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Ohio |
0-26850 |
34-1803915 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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601 Clinton Street |
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Defiance, Ohio |
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43512 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 419 785-8700 |
(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:
☐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:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Common Stock, Par Value $0.01 Per Share |
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PFC |
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The Nasdaq Stock Market LLC |
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 June 30, 2023, Premier Financial Corp. (“Premier”) completed the sale of its wholly-owned subsidiary, First Insurance Group (“FIG”), to Risk Strategies Corporation, a leading national specialty insurance brokerage and risk management firm. The disposition is expected to generate a pre-tax gain on sale for Premier of approximately $30 million after transaction costs. The transaction is expected to strengthen Premier’s capital by increasing equity approximately $21 million and tangible equity by approximately $46 million, which includes the recovery of goodwill and intangibles of approximately $25 million. Based on Premier’s outstanding shares of 35,728,266 as of May 1, 2023, this increase represents approximately $0.60 of book value per share and $1.30 of tangible book value per share. Utilization of sale proceeds is expected to improve net interest income that effectively offsets pre-tax earnings previously generated from FIG.
A copy of the press release announcing the sale of FIG is attached hereto as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include Premier’s beliefs and expectations regarding future results related to the completed sale of FIG to Risk Strategies Corporation. When used in this Report, the words “expected”, “approximately” and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. The projected information disclosed herein is based on assumptions and estimates that, while considered reasonable by Premier as of the date hereof, are inherently subject to business, economic, and regulatory uncertainties and contingencies, including finalization of the estimates in the closing process, that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Other important factors that could affect the outcome include, among others, those risks and uncertainties included under the caption “Risk Factors” and elsewhere in our filings with the SEC, including, without limitation, the Annual Report on Form 10-K for the year ended December 31, 2022, as updated by other filings with the SEC. All information provided in this Report is as of the date hereof, and we undertake no duty to update this information unless required by law.
Item 9.01 Financial Statements and Exhibits.
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.
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PREMIER FINANCIAL CORP. |
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Date: |
June 30, 2023 |
By: |
/s/ Shannon M. Kuhl |
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Shannon M. Kuhl Chief Legal Officer |
Exhibit 99.1
Risk Strategies Acquires First Insurance Group
Purchase from Premier Financial Corp. adds to expertise, presence in Ohio.
BOSTON and DEFIANCE, OH June 30, 2023 -- Risk Strategies, a leading national specialty insurance brokerage and risk management firm, and Premier Financial Corporation, today announced that Risk Strategies has acquired Ohio-based First Insurance Group from Premier Financial Corp., (Nasdaq: PFC), a community banking and financial services holding company based in Defiance, Ohio.
Founded in 1946, First Insurance Group today is one of the largest multiline agencies in the state of Ohio. With deep technical skills, broad industry experience and product lines and value-added services the agency offers custom insurance placement services for commercial and personal property and casualty, health, life, and employee benefits, as well as fee-based consulting services for employee benefits programs and a variety of related services.
“We’re excited to bring the First Insurance Group team into the Risk Strategies family,” said Steve Giannone, Risk Strategies Central Region Leader. “We see a great cultural and business fit between our organizations, including a similar commitment to strong community support and caring, that will fuel continued success across Ohio.”
First Insurance Group professionals bring unique expertise in their focus markets, mirroring the specialty approach Risk Strategies has taken since its inception more than 25 years ago. First Insurance’s collaborative and mentoring sales and service culture, which has resulted in being highly successful in cross-selling accounts across its departments, is also a match with Risk Strategies.
“The First Insurance Group and Risk Strategies teams share a common view on the importance of delivering superior products and services to our clients driven by local leadership and professionals in the markets served,” said Gary Small, President and CEO, Premier Financial Corp. “Risk Strategies’ extensive resources and capabilities combined with local market expertise creates a winning combination of experience, insight and customized solutions for insurance clients.”
Like Risk Strategies, the First Insurance team-based client service structure goes beyond simply tailoring coverage for specific client circumstance, by helping them navigate claims and better understand and manage their risks and liabilities. Services First Insurance offers to its clients include: HR consulting, in-house compliance expertise, safety, wellness and loss control, a 24/7 online portal and mobile app, and educational webinar and seminar series. The agency will continue to operate as First Insurance Group, a division of Risk Strategies.
To learn more about Risk Strategies, please visit www.riskstrategies.com.
About Risk Strategies
Risk Strategies is the 9th largest privately held US brokerage firm offering comprehensive risk management advice, insurance and reinsurance placement for property & casualty, employee benefits, private client services, as well as consulting services and financial & wealth solutions. With more than 30 specialty practices, Risk Strategies serves commercial companies, nonprofits, public entities, and individuals, and has access to all major insurance markets. Risk Strategies has over 100 offices including Boston, New York City, Chicago, Toronto, Montreal, Grand Cayman, Miami, Atlanta, Dallas, Nashville, Washington DC, Los Angeles and San Francisco. RiskStrategies.com.
About Premier Financial Corp.
Premier Financial Corp. (Nasdaq: PFC), headquartered in Defiance, Ohio, is the holding company for
Premier Bank. Premier Bank, headquartered in Youngstown, Ohio, operates 75 branches and 9 loan offices in Ohio, Michigan, Indiana and Pennsylvania and also serves clients through a team of wealth professionals dedicated to each community banking branch. For more information, visit the website at PremierFinCorp.com.
Media Contact
Kelly Youngs
Account Coordinator
Rsc@matternow.com
817-781-2359
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Grafico Azioni Premier Financial (NASDAQ:PFC)
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Da Ago 2024 a Set 2024
Grafico Azioni Premier Financial (NASDAQ:PFC)
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Da Set 2023 a Set 2024