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Section 1: 8-K (8-K RIGHTS OFFERING EXPIRATION)

Document


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):
April 20, 2017
MVB Financial Corp.
(Exact name of registrant as specified in its charter)
 
West Virginia
000-50567
20-0034461
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
301 Virginia Avenue, Fairmont, WV
26554-2777
(Address of principal executive offices)
(Zip Code)
(304) 363-4800
(Registrant's telephone number, including area code)
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01    Other Events.

On April 20, 2017, MVB Financial Corp. (the “Company”) issued a press release announcing the completion of its previously announced rights offering (the “Rights Offering”). The Company sold 434,783 shares of its common stock in the Rights Offering at $11.50 per share, resulting in approximately $5.0 million in new capital. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01.    Financial Statements and Exhibits.

d) Exhibits.

5.1    Opinion of Spilman Thomas & Battle, PLLC.

23.1    Consent of Spilman Thomas & Battle, PLLC (included in Exhibit 5.1).

99.1    Press release of MVB Financial Corp., dated April 20, 2017.






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.

 
MVB Financial Corp.
 
By
/s/ Donald T. Robinson
 
 
Donald T. Robinson
 
 
Executive Vice President and
 
 
Chief Financial Officer
Date:  April 20, 2017







EXHIBIT INDEX


Exhibit Number
 
Description    
 
Exhibit Location
 
 
 
 
 
5.1
 
Opinion of Spilman Thomas & Battle, PLLC.
 
Filed herewith
 
 
 
 
 
23.1
 
Consent of Spilman Thomas & Battle, PLLC.
 
Included in Exhibit 5.1
 
 
 
 
 
99.1
 
Press release of MVB Financial Corp. dated on April 20, 2017.
 
Filed herewith




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Section 2: EX-5.1

Exhibit
Exhibit 5.1

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April 20, 2017

Board of Directors
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554

Ladies and Gentleman:

We have acted as special West Virginia counsel for MVB Financial Corp., a West Virginia corporation (the “Company”), in connection with the matters set forth herein. This opinion is being delivered in connection with the Registration Statement on Form S-3, Registration No. 333-208949 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and the prospectus supplement, dated March 13, 2017 (the “Prospectus Supplement”). The Prospectus Supplement relates to an offering by the Company, to its shareholders of record as of March 10, 2017, of non-transferable subscription rights (the “Rights”) to purchase shares of the Company’s common stock, $1.00 par value per share, at a price of $11.50 per share (the “Rights Offering”). No more than an aggregate of 434,783 shares of the Company’s common stock (the “Shares”) may be issued and sold by the Company in connection with the Rights Offering.

In connection with the issuance of this opinion, we have examined such documents, including (i) the Registration Statement, (ii) the Prospectus Supplement, (iii) the Articles of Incorporation of the Company, as amended through the date hereof, (iv) the Bylaws of the Company, as amended through the date hereof and (v) resolutions of the Board of Directors of the Company relating to the Rights Offering, and have reviewed such questions of law, as we have considered necessary and appropriate for the purposes of the opinion set forth below. In rendering our opinion set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinion, we have relied upon representations of officers of the Company and of public officials.


48 Donley Street | Suite 800 | | Post Office Box 615 | Morgantown, West Virginia 26507-0615
www.spilmanlaw.com | 304.291.7920 | 304.391.7979 fax

West Virginia North Carolina Pennsylvania Virginia

2000186058_spilmanthomasandbattle2.jpg

Based upon and subject to the foregoing and the further qualifications and limitations set forth below, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor upon exercise of the Rights, are validly issued, fully paid and non-assessable.

Our opinion expressed above is limited to the laws of the State of West Virginia. We assume no obligation to revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise.

We hereby consent to your filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K to be incorporated by reference in the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus Supplement. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Commission promulgated thereunder.

 
Very truly yours,
 
 
 
2000186058_spilmanthomasandbattlesignat.jpg
 
 
 
SPILMAN THOMAS & BATTLE, PLLC



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Section 3: EX-99.1 (EXHIBIT 99.1 PRESS RELEASE)

Exhibit
Exhibit 99.1

2000186058_mvbfinanciallogoa01.jpg
N E W S R E L E A S E
CONTACT:
MVB Financial Corp.
Donald T. Robinson, CFO
(304) 594-3500
DRobinson@MVBbanking.com

MVB Financial Corp. Announces Completion of Rights Offering

FAIRMONT, W.Va. (April 20, 2017) – MVB Financial Corp. (OTC Markets Group OTCQB: MVBF) (the “Company”) is pleased to announce that it has successfully completed its previously announced rights offering (the “Rights Offering”), which expired at 5:00 p.m. Eastern time on April 14, 2017.

In the Rights Offering, all holders of the Company’s common stock as of the record date of March 10, 2017 were offered non-transferable rights (“Rights”) to purchase shares of the Company’s common stock at the per share purchase price of $11.50. The aggregate number of shares offered for sale in connection with the Rights Offering was 434,783. All 434,783 shares offered in the Rights Offering were subscribed for, resulting in new capital of approximately $5.0 million.
Computershare, who is serving as subscription agent, completed its review and tabulation of subscriptions on April 19, 2017. A total of 1,024,668 common shares were subscribed for in the Rights Offering. Accordingly, given that a total of 434,783 common shares were available, the Rights Offering was oversubscribed by more than 2 to 1.
Computershare will issue the shares acquired in the Rights Offering by book entry in the Company’s stock ownership records, which are maintained by Computershare, as transfer agent, on or about April 20, 2017.
Excess subscription funds will be returned by Computershare to subscribing shareholders as soon as practicable.

About MVB Financial Corp.
MVB is a financial holding company headquartered in Fairmont, W.Va. Through its subsidiary, MVB Bank, Inc., and the bank’s subsidiary, MVB Mortgage, the company provides financial services to individuals and corporate clients in the Mid-Atlantic region.
The OTCQB is a market tier operated by the OTC Market Group Inc., for over-the-counter traded companies that are current in their reporting with a U.S. regulator.
For more information, please visit ir.mvbbanking.com.





Forward-Looking Statements
All statements other than statements of historical fact included herein are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21 E of the Securities Exchange Act of 1934. Such information involves risks and uncertainties that could result in the actual results of MVB Financial Corp. (the "Company") differing materially from those projected in the forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “might,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “likely,” “potential” or “continue” or other similar terms or expressions. Important factors that could cause actual results to differ materially from those discussed in such forward-looking statements include, but are not limited to: (i) the Company may incur loan losses due to negative credit quality trends in the future that may lead to deterioration of asset quality; (ii) the Company may incur increased charge-offs in the future; (iii) the Company could have adverse legal actions of a material nature; (iv) the Company may face competitive loss of customers; (v) the Company may be unable to manage its expense levels; (vi) the Company may have difficulty retaining key employees; (vii) changes in the interest rate environment may have results on the Company's operations materially different from those anticipated by the Company's market risk management functions; (viii) changes in general economic conditions and increased competition could adversely affect the Company's operating results; (ix) changes in other regulations, government policies, and application of regulations affecting bank holding companies and their subsidiaries, including changes in monetary policies, may negatively impact the Company's operating results and that could negatively impact or preclude current and future acquisition activities; (x) the effects of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III may adversely affect the Company; (xi) the risk that the benefits from any acquisitions may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, the degree of competition in the geographic and business areas in which the Company operates and integration factors; (xii) diversion of management time on acquisition or diversified growth issues; and (xiii) other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and, except as required by law, we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events.
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