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Section 1: 8-K (8-K)

mvbf-20200403
FALSE000127790200012779022020-04-032020-04-03

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 3, 2020
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:

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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $1.00 par valueMVBFThe Nasdaq Stock Market LLC

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 1.01. Entry into a Material Definitive Agreement.

On April 3, 2020, MVB Bank, Inc. (the “Bank”), the wholly owned subsidiary of MVB Financial Corp. (the “Company”), entered into a Purchase and Assumption Agreement (the “Agreement”) with the Federal Deposit Insurance Corporation (the “FDIC”), as receiver for The First State Bank, Barboursville, West Virginia (“First State”), providing for the assumption by the Bank of certain liabilities and the purchase by the Bank of certain assets of First State. First State depositors will automatically become depositors of the Bank and, subject to the insurance limitations, deposits will continue to be insured by the FDIC without interruption.

In the Agreement, the Bank agreed to pay no deposit premium and to acquire the assets at a discount to book value of approximately $28.2 million. The Bank also acquired three branch locations in Barboursville, Teays Valley and Huntington, West Virginia for aggregate consideration of approximately $1.5 million. The Bank further acquired certain other real estate owned (“OREO”) for 47.5% of the book value of such OREO. As of December 31, 2019, the deposits assumed by the Bank had an aggregate balance of approximately $139.5 million, and the First State assets purchased by the Bank were valued at approximately $147.2 million.

The agreement with the FDIC only covers the assets and liabilities of First State. The assets, liabilities and capital stock of First State’s former parent, First Bankshares, Inc., have not been purchased or assumed by the Bank.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated into this report by reference.

Item 8.01. Other Events.

On April 3, 2020, the Company issued a Press Release announcing entry into the Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of The First State Bank, Barboursville, West Virginia, the Federal Deposit Insurance Corporation and MVB Bank, Inc., dated as of April 3, 2020.*
Press release of MVB Financial Corp. dated April 3, 2020.

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the Securities and Exchange Commission.



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 and Chief Executive Officer

Date: April 3, 2020



EXHIBIT INDEX

Exhibit NumberDescriptionExhibit Location
Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of The First State Bank, Barboursville, West Virginia, the Federal Deposit Insurance Corporation and MVB Bank, Inc., dated as of April 3, 2020.Filed herewith
Press release of MVB Financial Corp. dated April 3, 2020.Filed herewith
XBRL Taxonomy Extension Schema DocumentFiled herewith
XBRL Taxonomy Extension Calculation DocumentFiled herewith
XBRL Taxonomy Extension Definition Linkbase DocumentFiled herewith
XBRL Taxonomy Extension Label Linkbase DocumentFiled herewith
XBRL Taxonomy Extension Presentation Linkbase DocumentFiled herewith


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Section 2: EX-2.1 (EX-2.1 - PURCHASE AND ASSUMPTION AGREEMENT)

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

Document
Exhibit 99.1
403512925_image11.jpg
MEDIA CONTACT
 N E W S R E L E A S EAmy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
(844) 682-2265

MVB Bank Acquires Deposits and Certain Assets of The First State Bank

(FAIRMONT, W.Va.) April 3, 2020 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial” or “MVB”) and its wholly-owned subsidiary MVB Bank, Inc. (“MVB Bank”) announced that MVB Bank has purchased the deposits and certain assets of The First State Bank (“First State”) through an agreement with the Federal Deposit Insurance Corporation (FDIC). The West Virginia Department of Financial Institutions declared First State insolvent today and appointed the FDIC as receiver. The purchase by MVB Bank is effective immediately. As of December 31, 2019, First State had approximately $139.5 million in total deposits.

"We are pleased to welcome the clients of First State to the MVB family and want to assure them that their deposits are safe, secure and readily accessible. It will be business as usual on Saturday at all of the former First State banking centers and drive-thru locations as First State becomes a part of MVB Bank," said Larry F. Mazza, President and CEO, MVB Financial. "As a trusted partner on the financial frontier, we are committed to the success of the clients and communities we serve."

All deposits are being assumed by MVB Bank resulting in no losses to any depositor. Client deposits will continue to be insured by the FDIC up to applicable limits, and clients do not need to take any immediate action to maintain that insurance coverage. Over the weekend, First State clients will be able to access their money by writing checks, accessing online banking or using an ATM or their debit card. Banking centers will operate under normal business hours on Saturday. To protect the health and safety of Team Members and clients during the ongoing COVID-19 situation, banking center lobbies will be open by appointment only.

“MVB Bank’s strong financial position has enabled us to complete this strategic purchase. Our solid performance validates our focus on asset quality, liquidity and strong capitalization.” Mazza said. “This acquisition aligns with MVB’s strategy for growth in our core commercial markets in West Virginia and Northern Virginia, which also powers our expanding Fintech vertical.”

Clients of First State with questions about the transaction may call the FDIC directly at 1-800-517-1839.





About MVB Financial Corp.

MVB Financial Corp. (“MVB Financial” or “MVB”), the holding company of MVB Bank, Inc., 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, MVB Community Development Corporation and Chartwell Compliance, the company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond. For more information about MVB, please visit http://ir.mvbbanking.com.


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Forward-looking Statements

MVB Financial Corp. (the “Company”) 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. 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; inability to achieve anticipated synergies; ability to successfully integrate recent mergers and acquisitions, including First State; competition; length and severity of the recent COVID-19 (coronavirus) outbreak and its impact on the Company’s business and financial condition; 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, 2019, 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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