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) November 1, 2021
C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia |
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000-23423 |
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54-1680165 |
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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3600 La Grange Parkway, Toano, Virginia |
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23168 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (804) 843-2360
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $1.00 par value per share |
CFFI |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange of 1934 (§240.12b-2 of this chapter).
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Emer |
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Emerging growth company |
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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 1.02Termination of a Material Definitive Agreement
On November 1, 2021, C&F Finance Company (C&F Finance), the wholly-owned consumer finance subsidiary of C&F Financial Corporation (the Corporation), terminated the Amended and Restated Loan and Security Agreement by and between Wells Fargo Preferred Capital, Inc., various financial institutions and C&F Finance dated as of August 28, 2008 (as amended by Amendment No. 1 thereto dated as of August 6, 2010, Amendment No. 2 thereto dated as of November 8, 2012, Amendment No. 3 thereto dated as of March 7, 2014, Amendment No. 4 thereto dated as of November 6, 2015, Amendment No. 5 thereto dated as of November 7, 2016, Amendment No. 6 thereto dated as of August 8, 2017, Amendment No. 7 thereto dated as of March 8, 2018, Amendment No. 8 thereto dated as of May 8, 2019, and Amendment No. 9 thereto dated as of May 13, 2020) (the Wells Fargo Agreement).
The Wells Fargo Agreement provided a line of credit to C&F Finance with a maximum principal amount of $50 million secured by substantially all of C&F Finance’s consumer finance loans and was to mature on February 28, 2022. Based on its available sources of liquidity, the Corporation determined that the line of credit provided by the Wells Fargo Agreement was not expected to be utilized during its remaining term. As such, C&F Finance voluntarily terminated the Wells Fargo Agreement on November 1, 2021. No early termination penalties were incurred by C&F Finance.
Item 9.01Financial Statements and Exhibits
(d)Exhibits
104 Cover Page Interactive Data File (formatted as inline XBRL and contained
in Exhibit 101)
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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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C&F FINANCIAL CORPORATION |
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(Registrant) |
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Date: |
November 5, 2021 |
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By: |
/s/ Jason E. Long |
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Jason E. Long |
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Chief Financial Officer and Secretary |
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EXHIBIT 10.1
November 1, 2021
C & F Finance Company 3600 LaGrange Parkway
Williamsburg, Virginia 23168
Re: That certain Amended and Restated Loan and Security Agreement dated as of August 25, 2008 (as amended or modified from time to time, the “Loan Agreement”) by and among C&F FINANCE COMPANY (“Borrower”), WELLS FARGO BANK, N.A., as agent for Lenders (“Agent”) and Lenders. Unless otherwise defined herein, capitalized terms shall have the meaning set forth in the Loan Agreement.
Ladies and Gentlemen:
Agent certifies to Borrower that the total amount necessary to pay in full as of 2:00 PM (Central time) on November 2, 2021 the outstanding obligations owing by Borrower to Agent and Lenders under the Loan Agreement and other Credit Documents is $35,291.77 (the “Payoff Amount”), as more specifically described on Schedule A attached hereto.
Agent hereby further certifies and confirms to Borrower that upon (a) delivery to Agent of a fully executed counterpart of this payoff letter and (b) payment to Agent on this date of the Payoff Amount in immediately available funds via wire transfer to the account listed on Schedule B attached hereto: (i) effective as of October 31, 2021, Borrower will not be indebted to Agent and Lenders for any reason under the Loan Agreement or the other Credit Documents (except with respect for indemnification obligations which expressly survive repayment of the Obligations and termination of the Credit Documents as provided in the Loan Agreement and the other Credit Documents) and the commitment of the Lenders to extend credit to or for the account of the Borrower under the Credit Agreement shall terminate, (ii) effective as of October 31, 2021, the Loan Agreement and the other Credit Documents and all of Agent’s security interests in and other Liens on all Collateral will be terminated and released automatically, (iii) Agent (or its designee) will promptly file any and all UCC termination statements to evidence or otherwise give public notice of such collateral terminations and releases, (iv) Agent (or its designee) shall execute and deliver such lien release instruments and take such other action as the Borrower may reasonably request, and at the Borrower’s expense, to release any lien or security interest currently held by the, and (v) Agent (or its designee) shall deliver to Borrower any original Collateral that has been delivered to Agent as security in connection with the Credit Documents.
By acknowledging below, Borrower agrees to promptly indemnify Agent and Lenders for any indemnification obligations which expressly survive repayment of the Obligations and termination of the Credit Documents as provided in the Loan Agreement
and the other Credit Documents. In addition, Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES Agent and Lenders, and their predecessors, successors, assigns, shareholders, principals, parents, subsidiaries, agents, officers, directors, employees, attorneys and representatives (collectively, the “Released Parties”), of and from any and all present claims, demands, actions and causes of action of any and every kind or character, whether known or unknown, which Borrower has or may have against Released Parties arising out of or with respect to any and all transactions relating to the Loan Agreement, the Notes and the other Credit Documents occurring prior to the date hereof.
This payoff letter constitutes and contains the entire agreement of Borrower and Agent with respect to its subject matter and supersedes any and all prior agreements, correspondence and communications. This payoff letter shall be governed by and construed in accordance with the laws of the State of Iowa.
Agent hereby requests that Borrower acknowledge the receipt and acceptance of and agreement to the terms and conditions set forth in this payoff letter by signing a copy of it in the appropriate space indicated below and returning it to Agent. This payoff letter may be signed in several counterparts but this payoff letter shall not become effective unless and until it is so accepted and agreed to by Borrower and returned to Agent.
Very truly yours,
WELLS FARGO BANK, N.A.
By: /s/ Tom Romanowski
Name: Tom Romanowski
Title: VP & Senior Relationship Manager
SIGNATURES CONTINUE ON FOLLOWING PAGES
The undersigned hereby acknowledges its receipt and acceptance of and agreement to the terms and conditions of this payoff letter:
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BORROWER: |
C&F FINANCE COMPANY |
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By:/s/ Jason E. Long Name: Jason E. Long Title:Chief Financial Officer |