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Section 1: 8-K (8-K SBLF REDEMPTION)

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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): January 5, 2017
_______________________________
MVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
_______________________________
 
WV
000-50567
20-0034461
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
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)
N/A
(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))






Item 8.01  Other Events

On January 5, 2017, MVB Financial Corp. (the “Company”) redeemed all of the 8,500 shares of the Company’s Senior Non-Cumulative Perpetual Preferred Stock, Series A, liquidation amount $1,000 per share (“Series A Preferred Stock”), that had been issued to the United States Department of the Treasury, on September 8, 2011, pursuant to the Small Business Lending Fund program (“SBLF”). The aggregate redemption price of the Series A Preferred Stock was $8,508,500, including dividends accrued, but unpaid through, but not including the redemption date.

The Series A Preferred Stock was redeemed from the Company’s surplus capital and approved by the Company’s primary federal regulator. The redemption terminates the Company’s participation in the SBLF program. After the redemption, the Company’s capital ratios remain well in excess of those required for well capitalized status.

The Company issued a press release regarding the redemption, a copy of which is included as Exhibit 99.1 hereto.



Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release: MVB Financial Corp. Announces SBLF Preferred Stock Redemption






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/ Larry F. Mazza
 
 
Larry F. Mazza
President & Chief Executive Officer
Date:  January 5, 2017
            






EXHIBIT INDEX


Exhibit Number
 
Description    
 
Exhibit Location
 
 
 
 
 
99.1
 
Press release issued by MVB Financial Corp. on January 5, 2017
 
Filed herewith




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Section 2: EX-99.1 (EXHIBIT 99.1 - PRESS RELEASE)

Exhibit
Exhibit 99.1

37398230_mvbfinanciallogoa03.jpg
NEWS RELEASE


MVB FINANCIAL CORP. ANNOUNCES SBLF PREFERRED STOCK REDEMPTION

FAIRMONT, WV (January 5, 2017) - MVB Financial Corp. (“MVB”) ((OTCQB: MVBF), the parent company of MVB Bank, Inc., today announced the redemption of 8,500 shares, or 100% of its Senior Non-Cumulative Perpetual Preferred Stock, Series A, $1,000 par value per share (“Series A Preferred Stock”), issued to the United States Department of Treasury on September 8, 2011. The total shares aggregate redemption price of the stock is approximately $8,508,500, including the dividend payment. The redemption terminates MVB’s participation in the Small Business Lending Fund (SBLF) program.
“The Small Business Lending Fund program supported our strength and strategic vision as a leading community bank by further enhancing our capital position to serve the loan needs of the communities and clients we serve,” said Larry F. Mazza, CEO, MVB Financial Corp., President, MVB Bank. “Throughout our participation in the SBLF, MVB has continued to flourish, tripling assets and doubling the bank footprint size, while maintaining earnings and excellent asset and credit quality.”




About MVB Financial Corp.

MVB Financial Corp. (OTCQB: MVBF) is a financial holding company headquartered in Fairmont, W.Va. MVB Bank is also headquartered in Fairmont, W.Va., and operates through 13 branch offices, located in Marion, Harrison, Monongalia, Kanawha, Jefferson and Berkeley counties in West Virginia, and in Fairfax County in Northern Virginia. Through its subsidiary, MVB Mortgage, MVB Bank 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. ("MVB Financial" or 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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