Form 8-K Porter Bancorp, Inc. For: Sep 30

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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

Date of Report (Date of earliest event reported): September 30, 2015


PORTER BANCORP, INC.
(Exact name of registrant as specified in its charter)

2500 Eastpoint Parkway, Louisville, Kentucky, 40223
(Address of principal executive offices)


(502) 499-4800
(Registrant's telephone number, including area code)

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))

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Item 8.01.          Other Events

On September 30, 2015, Porter Bancorp, Inc. (“Porter” or the “Company”) completed a common equity for debt exchange with holders of $4,000,000 of the capital securities (the “Trust Securities”) of Porter Statutory Trust IV, a trust subsidiary of Porter, with accrued and unpaid interest thereon of approximately $330,000.  In exchange for the $4.3 million debt and interest liability, the Company issued 800,000 common shares and 400,000 non-voting common shares, for a total of 1,200,000 shares, as described below.  

The value received by Porter in this transaction was $3.61 per share issued ($4,330,000 / 1,200,000 shares).  The closing price of Porter’s common stock was $1.40 per share on September 30, 2015.  The ten day trailing average closing price per share was $1.47 and the twenty day trailing average closing price per share was $1.48.  The transaction is expected to save the Company approximately $80,000 of interest expense over the next twelve months.  Following this transaction, Porter had 20,091,205 common shares and 6,858,000 non-voting common shares issued and outstanding at the close of business on September 30, 2015.  The transaction represents 16 cents per share of tangible book value per share at September 30, 2015 ($4,330,000 / 26,949,205 total shares issued and outstanding).

In the transaction, a wholly owned subsidiary of Porter acquired a portion of the Trust Securities directly from a third party (the “Holder”) in exchange for 400,000 common shares.  W. Glenn Hogan also purchased a portion of the Trust Securities from the Holder, and transferred his purchased Trust Securities to the Porter subsidiary in exchange for 400,000 common shares. In addition, Patriot Financial Partners L.P. and its affiliate Patriot Financial Partners Parallel L.P. (the “Patriot Funds”) purchased the remaining Trust Securities from the Holder, and transferred their purchased Trust Securities to the Porter subsidiary in exchange for a total of 400,000 non-voting common shares.  Mr. Hogan and the general partner of the Patriot Funds, W. Kirk Wycoff, are each directors of Porter.  Copies of the Exchange Agreements between Mr. Hogan and the Company and Patriot Financial Partners L.P. and the Company are filed as Exhibits 10.1 and 10.2 to this report.

A copy of the press release issued by the Company on October 1, 2015 is attached as Exhibit 99.1 to this report.

Item 9.01.           Financial Statements and Exhibits.

(d) 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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Exhibit 10.1

PBIB CORPORATION
2500 Eastpoint Parkway
Louisville, Kentucky 40223

September 30, 2015

Patriot Financial Partners. L.P.
Attn:  W. Kirk Wycoff
Cira Centre
2929 Arch Street, 27^th Floor
Philadelphia, Pennsylvania 19104

Gentlemen:

Patriot Financial Partners, L.P., a Delaware limited partnership (“Patriot”) has agreed to purchase $1,333,333 face amount of shares of the capital securities issued by Porter Statutory Trust IV (the “Securities”) effective on or before September 30, 2015.

Patriot agrees,  immediately upon completing its purchase of the Securities, to transfer the Securities by book-entry delivery to PBIB Corporation, a Kentucky corporation (“PBIB”) and wholly owned subsidiary of Porter Bancorp, Inc. (“Porter”), and in exchange, PBIB will deliver to Patriot stock certificates representing 400,000 newly issued Non-Voting Common Shares of Porter (the “Shares”).

PBIB and Patriot understand and acknowledge that Patriot may transfer some or all of (i) its rights to purchase the Securities, (ii) the Securities, or (iii) the Shares to an affiliate of Patriot, and such affiliate of Patriot will agree to be bound by the terms of this Agreement to the same extent that Patriot is bound by the terms of this Agreement.  

Patriot understands and acknowledges that the Shares have not been registered under federal and applicable state securities laws and may not be sold or transferred by Patriot unless so registered or subject to an exemption from registration under federal and applicable state securities laws.  Neither PBIB nor Porter is under any obligation to register the Shares for resale by Patriot.  Patriot further understands and acknowledges that the Shares will be “restricted securities” within the meaning of Rule 144 under the federal Securities Act of 1933, as amended, and any stock certificates issued to represent the Shares will bear a legend to that effect.

PBIB and Patriot will each be responsible for its own expenses relating to any aspect of this Agreement.

This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.  The terms of this Agreement may only be amended or modified only by a written agreement signed by each party hereto.

This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Kentucky or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Commonwealth of Kentucky.  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Kentucky in each case located in the county of Jefferson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

This Agreement may be executed via facsimile or electronic mail transmission and may be executed in separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single instrument.

Please countersign in the space provided below and return a fully executed copy to PBIB.  Upon such countersignature, this Agreement shall take effect as of the date on the first page.

2

Exhibit 10.2

PBIB CORPORATION
2500 Eastpoint Parkway
Louisville, Kentucky 40223

September 30, 2015

W. Glenn Hogan
2500 Eastpoint Parkway
Louisville, Kentucky 40223

Dear Mr. Hogan:

You have agreed to purchase $1,333,333 face amount of shares of the capital securities issued by Porter Statutory Trust IV (the “Securities”) effective on or before September 30, 2015.

You agree, immediately upon completing your purchase of the Securities, to transfer the Securities by book-entry delivery to PBIB Corporation, a Kentucky corporation (“PBIB”) and wholly owned subsidiary of Porter Bancorp, Inc. (“Porter”), and in exchange, PBIB will transfer to you by book-entry delivery 400,000 newly issued Common Shares of Porter (the “Shares”).

You understand and acknowledge that the Shares have not been registered under federal and applicable state securities laws and may not be sold or transferred by you unless so registered or subject to an exemption from registration under federal and applicable state securities laws.  Neither PBIB nor Porter is under any obligation to register the Shares for resale.  You further understand and acknowledge that the Shares will be “restricted securities” within the meaning of Rule 144 under the federal Securities Act of 1933, as amended, and any stock certificates issued to represent the Shares will bear a legend to that effect.

Each of us will be responsible for its own expenses relating to any aspect of this Agreement.

This Agreement constitutes our entire agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.  The terms of this Agreement may only be amended or modified only by a written agreement signed by each party hereto.

This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Kentucky without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Kentucky or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Commonwealth of Kentucky.  Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the Commonwealth of Kentucky in each case located in the county of Jefferson, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.  Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

This Agreement may be executed via facsimile or electronic mail transmission and may be executed in separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute a single instrument.

Please countersign in the space provided below and return a fully executed copy to PBIB.  Upon such countersignature, this Agreement shall take effect as of the date on the first page.

4

Exhibit 99.1

Porter Bancorp, Inc. Completes Debt for Equity Exchange

LOUISVILLE, Ky.--(BUSINESS WIRE)--October 1, 2015--Porter Bancorp, Inc. (NASDAQ: PBIB), parent company of PBI Bank, Inc., announced that on September 30, 2015, Porter Bancorp, Inc. (“Porter” or the “Company”) completed a common equity for debt exchange with holders of $4,000,000 of the capital securities (the “Trust Securities”) of Porter Statutory Trust IV, a trust subsidiary of Porter, with accrued and unpaid interest thereon of approximately $330,000. In exchange for the $4.3 million debt and interest liability, the Company issued 800,000 common shares and 400,000 non-voting common shares, for a total of 1,200,000 shares, as described below.

The value received by Porter in this transaction was $3.61 per share issued ($4,330,000 / 1,200,000 shares). The closing price of Porter’s common stock was $1.40 per share on September 30, 2015. The ten day trailing average closing price per share was $1.47 and the twenty day trailing average closing price per share was $1.48. The transaction is expected to save the Company approximately $80,000 of interest expense over the next twelve months. Following this transaction, Porter had 20,091,205 common shares and 6,858,000 non-voting common shares issued and outstanding at the close of business on September 30, 2015. The transaction represents 16 cents per share of tangible book value per share at September 30, 2015 ($4,330,000 / 26,949,205 total shares issued and outstanding).

In the transaction, a wholly owned subsidiary of Porter acquired a portion of the Trust Securities directly from a third party (the “Holder”) in exchange for 400,000 common shares. W. Glenn Hogan also purchased a portion of the Trust Securities from the Holder, and transferred his purchased Trust Securities to the Porter subsidiary in exchange for 400,000 common shares. In addition, Patriot Financial Partners L.P. and its affiliate Patriot Financial Partners Parallel L.P. (the “Patriot Funds”) purchased the remaining Trust Securities from the Holder, and transferred their purchased Trust Securities to the Porter subsidiary in exchange for a total of 400,000 non-voting common shares. Mr. Hogan and the general partner of the Patriot Funds, W. Kirk Wycoff, are each directors of Porter.

About Porter Bancorp, Inc.

Porter Bancorp, Inc. (NASDAQ: PBIB) is a Louisville, Kentucky-based bank holding company which operates banking centers in 12 counties through its wholly-owned subsidiary PBI Bank. Our markets include metropolitan Louisville in Jefferson County and the surrounding counties of Henry and Bullitt, and extend south along the Interstate 65 corridor. We serve southern and south central Kentucky from banking centers in Butler, Green, Hart, Edmonson, Barren, Warren, Ohio and Daviess counties. We also have a banking center in Lexington, Kentucky, the second largest city in the state. PBI Bank is a traditional community bank with a wide range of personal and business banking products and services.

Forward-Looking Statements

Statements in this press release relating to Porter Bancorp’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,” “strive” or similar words, or negatives of these words, identify forward-looking statements. These forward-looking statements are based on management’s current expectations. Porter Bancorp’s actual results in future periods may differ materially from those indicated by forward-looking statements due to various risks and uncertainties, including our ability to reduce our level of higher risk loans such as commercial real estate and real estate development loans, reduce our level of non-performing loans and other real estate owned, and increase net interest income in a low interest rate environment, as well as our need to increase capital. These and other risks and uncertainties are described in greater detail under “Risk Factors” in the Company’s Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release are made as of the date of the release and Porter Bancorp does not assume any responsibility to update these statements.

PBIB-G

CONTACT:
Porter Bancorp, Inc.
John T. Taylor, 502-499-4800
Chief Executive Officer

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