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Section 1: 8-K (8-K)

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):
July 17, 2019
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 June 30, 2014, MVB Financial Corp. (the “Company”) issued its Convertible Subordinated Promissory Notes Due 2024 (the “Notes”) to various investors, of which $12,400,000 aggregate principal amount currently remains outstanding. The proceeds from the Notes constitute Tier 2 capital for bank regulatory capital purposes. The Notes are redeemable by the Company at least five years after the original issuance date upon prior approval from the Federal Reserve Board.
On July 10, 2019, the Company received a notice of non-objection from the Federal Reserve for the Company to redeem all of the outstanding Notes. The Company intends to provide notice to the holders of the outstanding Notes that it will redeem the outstanding Notes on September 30, 2019. The Company expects to provide notice of redemption to holders of the Notes on or about August 1, 2019.
A copy of a press release announcing the proposed redemption of the outstanding Notes is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1Press release of MVB Financial Corp. dated July 17, 2019.





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
Chief Financial Officer
Date:  July 17, 2019






EXHIBIT INDEX


Exhibit Number
 
Description    
 
Exhibit Location
 
 
 
 
 
 
Press release of MVB Financial Corp. dated July 17, 2019
 
Filed herewith




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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1

398775985_mvbfinanciallogoa54.jpg


MVB Financial Corp. Announces Subordinated Debt Redemption


(FAIRMONT, W.Va.) July 17, 2019 - The Board of Directors of MVB Financial Corp. (“MVB Financial” or “MVB”) (NASDAQ: MVBF) today announced the intention to redeem $12.4 million in subordinated debt, which was issued in June 2014.

On July 10, 2019, MVB received a notice of non-objection from the Federal Reserve for the redemption of the outstanding subordinated debt. MVB intends to provide notice to the holders of the notes that the outstanding balances will be redeemed on September 30, 2019.

MVB continues to carve a niche in the fintech industry by making strategic investments in fintech companies. In April 2019, MVB announced that after a recent valuation of MVB’s fintech investment portfolio, MVB recognized a pre-tax gain on its equity investment of $13.5 million that was recognized in the Second Quarter of 2019. This gain is what has allowed MVB to redeem the subordinated debt, and it creates a positive impact for shareholder value by not diluting with additional shares.
 
“This is another example of MVB’s model going beyond traditional banking and leveraging the disruption occurring in the financial services industry to the benefit of MVB shareholders. At MVB, we take our commitment to the success of our shareholders very seriously and are honored to be their trusted partner on the financial frontier,” said Larry F. Mazza, President and CEO, MVB Financial Corp.

About MVB Financial Corp.

MVB Financial Corp. (“MVB Financial” or “MVB”), the holding company of MVB Bank, is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.” Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its subsidiary, MVB Bank, Inc., and the bank’s subsidiaries, MVB Mortgage and MVB Community Development Corporation, the company provides financial services to individuals and corporate clients in the Mid-Atlantic region. For more information about MVB, please visit ir.mvbbanking.com.

# # #
Forward-looking Statements

MVB Financial Corp. has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this Press Release.  These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties.  Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries, as well as statements regarding MVB’s intent to recognize a holding gain on its equity investment in fintech companies and the anticipated use of the proceeds from such gains, as well as MVB’s future plans with regard to its fintech line of business. When words such as “plans,” “believes,”




“expects,” “anticipates,” “continues,” “may” or similar expressions occur in this Press Release, the Company is making forward-looking statements.  Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in the forward-looking statements contained in this Press Release. Those factors include but are not limited to: credit risk; changes in market interest rates; revaluation of equity investments, including MVB’s investments in fintech companies; inability to further scale up the fintech line of business; competition; economic downturn or recession; and government regulation and supervision. Additional factors that may cause our actual results to differ materially from those described in our forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as well as its other filings with the SEC, which are available on the SEC website at www.sec.gov. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements.



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