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Subordinated Debt and Junior Subordinated Debt
12 Months Ended
Dec. 31, 2021
Debt Disclosure [Abstract]  
Subordinated Debt and Junior Subordinated Debt

NOTE 11. SUBORDINATED DEBT AND JUNIOR SUBORDINATED DEBT

Wesbanco redeemed all outstanding subordinated debt totaling $60.0 million in 2021. YCB, acquired by Wesbanco in 2016 and OLBK, acquired by Wesbanco in 2019, issued $25.0 million and $35.0 million in subordinated debt, respectively. The YCB notes became callable on December 15, 2020. Beginning on the call date, the interest rate became a variable rate equal to 3-month LIBOR plus 4.59%. The OLBK notes became callable on August 15, 2021. Beginning on the call date, the interest rate became a variable rate equal to 3-month LIBOR plus 4.502%. The YCB notes were considered Tier 2 regulatory capital for Wesbanco and Wesbanco Bank as they were initially issued by the Bank, while the OLBK notes were considered Tier 2 regulatory capital for Wesbanco.

Certain trusts, consisting of Wesbanco Capital Trust II, Wesbanco Capital Statutory Trust III, Wesbanco Capital Trusts IV, V and VI, Oak Hill Capital Trusts 2, 3 and 4, Community Bank Shares Statutory Trusts I and II and First Federal Statutory Trust II are all wholly-owned trust subsidiaries of Wesbanco formed for the purpose of issuing Trust Preferred Securities (“Trust Preferred Securities”) into a pool of other financial services entity trust preferred securities, and lending the proceeds to Wesbanco. The Trust Preferred Securities were issued and sold in private placement offerings. The proceeds from the sale of the securities and the issuance of common stock by the Trusts were invested in Junior Subordinated Deferrable Interest Debentures (“Junior Subordinated Debt”) issued by Wesbanco and former acquired banks, which are the sole assets of the Trusts. The Trusts pay dividends on the Trust Preferred Securities at the same rate as the distributions paid by Wesbanco on the Junior Subordinated Debt held by the Trusts. The Trusts provide Wesbanco with the option to defer payment of interest on the Junior Subordinated Debt for an aggregate of 20 consecutive quarterly periods. Should any of these options be utilized, Wesbanco may not declare or pay dividends on its common stock during any such period. Undertakings made by Wesbanco with respect to the Trust Preferred Securities for the Trusts constitute a full and unconditional guarantee by Wesbanco of the obligations of these Trust Preferred Securities.

 

The Junior Subordinated Debt is presented as a separate category of long-term debt on the Consolidated Balance Sheets. For regulatory purposes, the Federal Reserve Board has allowed bank holding companies to include trust preferred securities in Tier 1 capital up to a certain limit. Provisions in the Dodd-Frank Act require the Federal Reserve Board to generally exclude trust preferred securities from Tier 1 capital, but

a grandfather provision permitted bank holding companies with consolidated assets of less than $15 billion to continue counting existing trust preferred securities as Tier 1 capital until they matured. At December 31, 2021, Wesbanco's assets were greater than $15 billion; therefore, all such securities are no longer counted as Tier 1 capital but instead are counted as Tier 2 capital subject to limits. The Trust Preferred Securities provide the issuer with a unique capital instrument that has a tax-deductible interest feature not normally associated with the equity of a corporation.

The following table shows Wesbanco’s trust subsidiaries with outstanding Trust Preferred Securities as of December 31, 2021:

 

(in thousands)

 

Trust
Preferred
Securities

 

 

Common
Securities

 

 

Junior
Subordinated
Debt

 

 

Stated
Maturity
Date

 

Optional
Redemption
Date

Wesbanco Capital Trust II (1)

 

$

13,000

 

 

$

410

 

 

$

13,410

 

 

6/30/2033

 

6/30/2008

Wesbanco Capital Statutory Trust III (2)

 

 

17,000

 

 

 

526

 

 

 

17,526

 

 

6/26/2033

 

6/26/2008

Wesbanco Capital Trust IV (3)

 

 

20,000

 

 

 

619

 

 

 

20,619

 

 

6/17/2034

 

6/17/2009

Wesbanco Capital Trust V (3)

 

 

20,000

 

 

 

619

 

 

 

20,619

 

 

6/17/2034

 

6/17/2009

Wesbanco Capital Trust VI (4)

 

 

15,000

 

 

 

464

 

 

 

15,464

 

 

3/17/2035

 

3/17/2010

Oak Hill Capital Trust 2 (5)

 

 

5,000

 

 

 

155

 

 

 

5,155

 

 

10/18/2034

 

10/18/2009

Oak Hill Capital Trust 3 (6)

 

 

8,000

 

 

 

248

 

 

 

8,248

 

 

10/18/2034

 

10/18/2009

Oak Hill Capital Trust 4 (7)

 

 

5,000

 

 

 

155

 

 

 

5,155

 

 

6/30/2035

 

6/30/2015

Community Bank Shares Statutory Trust I (3)

 

 

6,772

 

 

 

217

 

 

 

6,989

 

 

6/17/2034

 

6/17/2014

Community Bank Shares Statutory Trust II (8)

 

 

9,536

 

 

 

310

 

 

 

9,846

 

 

6/15/2036

 

6/15/2016

First Federal Statutory Trust II (9)

 

 

9,519

 

 

 

310

 

 

 

9,829

 

 

3/22/2037

 

3/15/2017

Total

 

$

128,827

 

 

$

4,033

 

 

$

132,860

 

 

 

 

 

 

(1)
Variable rate based on the three-month LIBOR plus 3.15% with a current rate of 3.37% through March 30, 2022, adjustable quarterly.
(2)
Variable rate based on the three-month LIBOR plus 3.10% with a current rate of 3.32% through March 26, 2022, adjustable quarterly.
(3)
Variable rate based on the three-month LIBOR plus 2.65 % with a current rate of 2.87 % through March 17, 2022, adjustable quarterly.
(4)
Variable rate based on the three-month LIBOR plus 1.77 % with a current rate of 1.99% through March 17, 2022, adjustable quarterly.
(5)
Variable rate based on the three-month LIBOR plus 2.40% with a current rate of 2.52% through January 18, 2022, adjustable quarterly.
(6)
Variable rate based on the three-month LIBOR plus 2.30% with a current rate of 2.42% through January 18, 2022, adjustable quarterly.
(7)
Variable rate based on the three-month LIBOR plus 1.60% with a current rate of 1.82% through March 30, 2022, adjustable quarterly.
(8)
Variable rate based on the three-month LIBOR plus 1.70% with a current rate of 1.90% through March 15, 2022, adjustable quarterly.
(9)
Variable rate based on the three-month LIBOR plus 1.60% with a current rate of 1.80% through March 15, 2022, adjustable quarterly.