UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE ` `
November 19, 2020
Via Email
Donald T. Robinson
Executive Vice President and Chief Financial Officer
MVB Financial Corp.
301 Virginia Avenue
Fairmont, West Virginia 26554-2777
Re: MVB Financial Corp.
Schedule TO-I
Filed on November 17, 2020
File No. 005-89723
Dear Mr. Robinson:
We have reviewed the above-captioned filing and have the following
comments. In some
of our comments, we may ask you to provide us with information so we may better
understand
your disclosure.
Please respond to this letter by amending your filing, by providing the
requested
information or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to your filing, and any information you
provide in
response to these comments, we may have additional comments. All defined terms
used in this
letter have the same meaning as in the Offer to Purchase unless otherwise
indicated.
Schedule TO-I
Exhibit (a)(1)(A) Offer to Purchase
General
1. Statements throughout the Offer to Purchase indicate that your
directors and executive
officers are not permitted to participate in the Offer. In the
appropriate section of the
Offer to Purchase, please clarify the source of and/or basis for this
prohibition.
Donald T. Robinson
MVB Financial Corp.
November 19, 2020
Page | 2
2. We note the following statement under the header Summary of
Procedures for
Tendering your Shares : WE ARE NOT MAKING THE OFFER TO, AND WILL
NOT ACCEPT ANY TENDERED SHARES FROM, SHAREHOLDERS IN ANY
JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO . . . . . While offer
materials need not be disseminated into jurisdictions where such a
distribution would be
impermissible, please remove the implication that tendered shares will
not be accepted
from all shareholders (notwithstanding the subsequent statement that you
will comply
with the requirements of Rule 13e-4(f)(8)). See Rule 13e-4(f)(8)(i) and
guidance in
Section II.G.1 of Exchange Act Release No. 58597 (September 19, 2008).
Please also
make any conforming changes to similar statements in Exhibits (a)(1)(B),
(D), (E) and
in (F).
Procedures for Tendering Shares, page 20
3. We note your statement that [t]o tender Shares properly, one and only
one box must be
checked in the section captioned Price (in Dollars) Per Share at
Which Shares Are
Being Tendered in the Letter of Transmittal. Please further
disclose (consistent with
the instructions to the Letter of Transmittal) that if more than one box
is checked or if no
box is checked, there is no valid tender of Shares.
Conditions of the Offer, page 27
4. We note that the Offer is not completely financed and is subject to the
Financing
Condition. Generally, when an offer is not financed, or when a bidder
s ability to obtain
financing is uncertain, a material change will occur in the information
previously
disclosed when the offer becomes fully financed. Under Rule 13e-4(c)(3),
a bidder is
required to promptly file an amendment to its Schedule TO disclosing
this material
change. Please confirm that you will disseminate the disclosure of this
change in a
manner reasonably calculated to inform shareholders as required by Rule
13e-4 (e)(3).
In addition, please confirm that five business days will remain in the
Offer following
disclosure of the change or that the Offer will be extended so that at
least five business
days remain in the offer. Refer to Release No. 34-23421 (July 11, 1986),
at footnote 70,
and Release No. 34-24296 (April 3, 1987).
5. With a view towards disclosure, please clarify what would constitute an
internal
interpretation as used in the first bullet on page 28.
Donald T. Robinson
MVB Financial Corp.
November 19, 2020
Page | 3
6. You have included a condition that will be triggered by, among other
things, any
commencement of a war, armed hostilities or other national or
international calamity,
including, but not limited to, an act of terrorism . . . directly or
indirectly involving the
United States without any materiality qualifier on the gravity of
such an event and
without limiting the event to one directly involving the United
States. Therefore, if any
event anywhere in the world triggers this condition while the
Offer is pending, you
must promptly amend the Offer materials to advise shareholders whether
you will waive
the condition, or assert it and terminate the Offer. Depending on the
timing of this event
and your revised disclosure, you may also be required to extend the
Offer. Please
confirm your understanding in your response letter. Alternatively,
please amend the
condition to more narrowly tailor it.
Source and Amount of Funds, page 29
7. Please disclose any material conditions to the Notes Offering as well
as whether any
alternative financing arrangements or alternative financing plans
exist in the event the
Notes Offering falls through. See Item 1007(b) of Regulation M-A.
8. Please provide the information required by Item 1007(d) of Regulation
M-A with
respect to the Notes Offering.
* * *
We remind you that the registrant is responsible for the accuracy and
adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please direct any questions to me at (202) 551-8729.
Sincerely,
/s/ Valian A.
Afshar
Valian A. Afshar
Special Counsel
Office of
Mergers and Acquisitions
cc: James J. Barresi, Esq.
Squire Patton Boggs (US) LLP