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
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| Date of Report (Date of earliest event reported): | July 7, 2020 |
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| MVB Financial Corp. |
| (Exact name of registrant as specified in its charter) |
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| West Virginia | 000-50567 | 20-0034461 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 301 Virginia Avenue, Fairmont, WV | 26554-2777 |
| (Address of principal executive offices) | (Zip Code) |
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| (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))
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| Securities registered pursuant to Section 12(b) of the Act: | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $1.00 par value | | MVBF | | The 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 March 2, 2020, MVB Bank, Inc., a West Virginia state chartered bank (the “Bank”) and wholly owned subsidiary of MVB Financial Corp. (“MVB”), and Potomac Mortgage Group, Inc., a Virginia corporation dba MVB Mortgage (“PMG”) and wholly owned subsidiary of the Bank, entered into an Agreement (the “Agreement”) by and among the Bank, PMG, Intercoastal Mortgage Company, a Virginia corporation (“Intercoastal”), and each of H. Edward Dean, III, Tom Pyne and Peter Cameron, providing for the combination of the mortgage origination services businesses of PMG and Intercoastal to form a new entity: Intercoastal Mortgage, LLC (“ICM”). This transaction closed on July 1, 2020.
Pursuant to the terms of the Agreement, on the closing date, Intercoastal converted into a Virginia limited liability company, ICM, and PMG contributed substantially all of its assets and liabilities associated with its mortgage operations to ICM as a capital contribution, in exchange for common units of ICM, representing 47% of the common interest of ICM, as well as $7.5 million in preferred units (the “Transaction”). The completion of the Transaction was subject to certain regulatory approvals, conditions precedent and normal customary closing conditions. In the Agreement, the Bank, PMG, Intercoastal, and ICM made customary representations, warranties, and covenants, including covenants to enter into ancillary agreements related to the Transaction and the operation of the business following the completion of the Transaction.
The unaudited pro forma financial information of the Company as of March 31, 2020 and December 31, 2019 and for the three-month period ended March 31, 2020, the twelve-month period ended December 31, 2019, and the three-month period ended March 31, 2019 is attached hereto as Exhibit 99.1, giving effect to the disposition of the PMG assets and the 47% equity method investment of ICM in the Transaction described above.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Agreement, incorporated by reference herein as Exhibit 10.1.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.
Attached hereto as Exhibit 99.1, and incorporated herein by reference, is unaudited pro forma financial information of the Company as of March 31, 2020 and December 31, 2019 and for the three-month period ended March 31, 2020, the twelve-month period ended December 31, 2019, and the three-month period ended March 31, 2019, giving effect to the disposition of the PMG assets and the 47% equity method investment of ICM in the Transaction described above.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 1, 2020, with the close of the Transaction described above, H. Edward Dean, III and the Company mutually agreed to his separation as CEO of PMG to become the CEO of ICM. Additionally, Mr. Dean resigned as a member of the Company's Board of Directors. Mr. Dean is not resigning from the Board of Directors due to any disagreement or dispute with the Company, but rather based upon his new position as CEO of ICM. The Company's Board of Directors has accepted his resignation.
Item 7.01. Regulation FD Disclosure.
On July 1, 2020, the Company issued a press release announcing the completion of the Agreement by and between MVB Bank, Potomac Mortgage Group (dba MVB Mortgage), Intercoastal Mortgage Company, Intercoastal Mortgage, LLC, H. Edward Dean, III, Tom Pyne, and Peter Cameron. This press release is incorporated by reference herein as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Unaudited pro forma condensed consolidated financial statements of MVB Financial Corp., as of March 31, 2020 and December 31, 2019 and for the three-month period ended March 31, 2020, the twelve-month period ended December 31, 2019, and the three-month period ended March 31, 2019 |
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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.
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| MVB Financial Corp. | |
| By: | /s/ Larry F. Mazza |
| | Larry F. Mazza
President and Chief Executive Officer |
Date: July 7, 2020
EXHIBIT INDEX
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| Exhibit Number | | Description | | Exhibit Location |
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| | Agreement, dated March 2, 2020, by and between the Bank, PMG, Intercoastal, H. Edward Dean, III, Tom Pyne, and Peter Cameron | | Form 8-K, File No. 000-50567, filed March 3, 2020, and incorporated by reference herein |
| | Unaudited pro forma condensed consolidated financial statements of MVB Financial Corp., as of March 31, 2020 and December 31, 2019 and for the three-month period ended March 31, 2020, the twelve-month period ended December 31, 2019, and the three-month period ended March 31, 2019 | | Filed herewith |
| | Press release of MVB Financial Corp. dated July 1, 2020 | | Form 8-K, File No. 000-50567, filed July 1, 2020, and incorporated by reference herein |
| | XBRL Taxonomy Extension Schema Document | | Filed herewith |
| | XBRL Taxonomy Extension Calculation Document | | Filed herewith |
| | XBRL Taxonomy Extension Definition Linkbase Document | | Filed herewith |
| | XBRL Taxonomy Extension Label Linkbase Document | | Filed herewith |
| | XBRL Taxonomy Extension Presentation Linkbase Document | | Filed herewith |
