UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule TO

 

(Amendment No. 2)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

Of the Securities Exchange Act of 1934

 

MVB Financial Corp.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

Common Stock, par value $1.00 per share

(Title of Class of Securities)

 

553810102

(CUSIP Number of Class of Securities)

 

Donald T. Robinson

Executive Vice President and Chief Financial Officer

MVB Financial Corp.

301 Virginia Avenue

Fairmont, West Virginia 26554-2777

(304) 363-4800

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

with a copy to:

 

James J. Barresi, Esq.

Squire Patton Boggs (US) LLP

201 East Fourth Street, Suite 1900

Cincinnati, OH 45202

(513) 361-1200

(Name, address and telephone number of person authorized to receive notices and

communications on behalf of the filing persons)

 

 

 

CALCULATION OF FILING FEE

 

Transaction Valuation*   Amount of Filing Fee**
$45,000,000   $4,909.50
 

* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $45,000,000 in value of shares of the Common Stock, par value $1.00 per share, of MVB Financial Corp.

** The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, equals $109.10 per million dollars of the value of the transaction.

 

x Check the box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $4,909.50   Filing Party: MVB Financial Corp.
Form or Registration No.: Schedule TO   Date Filed: November 17, 2020

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

  ¨ third-party tender offer subject to Rule 14d–1.
  x issuer tender offer subject to Rule 13e–4.
  ¨ going-private transaction subject to Rule 13e–3.
  ¨ amendment to Schedule 13D under Rule 13d–2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:   ¨

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

  ¨ Rule 13e–4(i) (Cross-Border Issuer Tender Offer)
  ¨ Rule 14d–1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

 

 

This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities and Exchange Commission by MVB Financial Corp., a West Virginia corporation (“MVB” or the “Company”), pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended, on November 17, 2020 (together with all subsequent amendments and supplements thereto, the “Schedule TO”), in connection with the Company’s offer to purchase for cash up to an aggregate purchase price of $45,000,000 of shares of its common stock, par value $1.00 per share (the “Shares”), at a per Share price not greater than $20.25 and not less than $18.00, net to the tendering shareholder in cash, less any applicable withholding taxes and without interest.

 

Only those items amended or supplemented are reported in this Amendment No. 2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, dated November 17, 2020 (the “Offer to Purchase”), and the related Letter of Transmittal, as each may be amended or supplemented from time to time.

 

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Item 11 Additional Information.

 

Item 11 is hereby amended and supplemented as follows:

 

· On December 21, 2020, MVB Financial Corp. issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 p.m., New York City time, on December 18, 2020. A copy of such press release is filed as Exhibit (a)(5)(B) to this Schedule TO and is incorporated herein by reference.

 

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Item 12 Exhibits.

 

Item 12 of this Schedule TO is hereby amended and restated as follows:

 

Exhibit
Number 		  Description
(a)(1)(A)*   Offer to Purchase, dated November 17, 2020.
   
(a)(1)(B)*   Letter of Transmittal (including IRS Form W-9).
   
(a)(1)(C)*   Notice of Guaranteed Delivery.
   
(a)(1)(D)*   Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
   
(a)(1)(E)*   Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
   
(a)(1)(F)*   Form of Summary Advertisement.
   
(a)(5)(A)*   Press Release issued by the Company on November 17, 2020.
     
(a)(5)(B)   Press Release issued by the Company on December 21, 2020 announcing preliminary results of the Tender Offer.
   
(b)(1)(A)   Form of Subordinated Note Purchase Agreement, dated November 30, 2020, by and among MVB Financial Corp. and the Purchasers party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K, File No. 001-38314, filed November 30, 2020).
   
(b)(1)(B)   Form of 4.25% Fixed-to-Floating Rate Subordinated Note due December 1, 2020 (included as Exhibit A to the Subordinated Note Purchase Agreement filed as Exhibit (b)(1)(A) hereto).
   
(d)(1)   MVB Financial Corp. 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to Form SB-2 Registration Statement, File No. 333-120931, filed December 2, 2004).
   
(d)(2)   MVB Financial Corp. 2013 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.2 to Form 10-K, File No. 001-38314, filed March 8, 2018).
   
(d)(3)   MVB Financial Corp. 2018 Annual Senior Executive Performance Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K, File No. 001-38314, filed February 23, 2018).

 

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Exhibit
Number 		  Description
(d)(4)   Employment Agreement of Larry F. Mazza (incorporated by reference to Exhibit 99.1 to Form 8-K/A, File No. 000-50567, filed January 24, 2014).
     
(d)(5)   Employment Agreement of Donald T. Robinson (incorporated by reference to Exhibit 99.1 to Form 8-K, File No. 000-50567, filed December 3, 2015).
     
(d)(6)   Offer Letter for Donald T. Robinson (incorporated by reference to Exhibit 99.2 to Form 8-K, File No. 000-50567, filed December 3, 2015).
     
(d)(7)   Investment Agreement between MVB Financial Corp. and Larry F. Mazza (incorporated by reference to Exhibit 10.1 to Form 8-K, File No. 000-50567, filed March 13, 2017).
     
(d)(8)   MVB Financial Corp. Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K, File No. 001-38314, filed March 27, 2018).

 

* Filed previously

 

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SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  MVB Financial Corp.
   
  By: /s/ Donald T. Robinson
  Name: Donald T. Robinson
  Title: Executive Vice President and Chief Financial Officer

 

 

Date: December 21, 2020

 

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Exhibit (a)(5)(B)

 

 

N E W S   R E L E A S E                        MEDIA CONTACT
  Amy Baker
  VP, Corporate Communications and
  Marketing
  MVB Financial Corp.
  abaker@mvbbanking.com
  (844) 682-2265
   
  INVESTOR RELATIONS
  Marcie Lipscomb
  mlipscomb@mvbbanking.com
  (844) 682-2265

 

 

MVB Financial Corp. Announces Preliminary Results of Tender Offer

 

FAIRMONT, W. Va. (December 21, 2020) — MVB Financial Corp. (NASDAQ: MVBF) (“MVB” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase, for cash, up to $45.0 million of its common stock at a price per share not less than $18.00 and not greater than $20.25, which expired at 5:00 p.m., New York City time, at the end of the day on December 18, 2020.

 

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 536,490 shares of MVB’s common stock, $1.00 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $20.25 per share, including 23,893 shares that were tendered by notice of guaranteed delivery. No shares were conditionally tendered based on the preliminary count by the depositary.

 

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, the Company expects to acquire approximately 536,490 shares of its common stock at a price of $20.25 per share, for an aggregate cost of approximately $10,863,922, excluding fees and expenses relating to the tender offer. These shares represent approximately 4.5 percent of the shares outstanding as of December 18, 2020.

 

 

 

 

The number of shares to be purchased and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.

 

On or before December 31, 2021, the Company may repurchase from time to time additional shares of common stock that were not otherwise purchased in the tender offer under the Company’s previously announced stock repurchase program, which repurchases may occur from time to time, on the open market or otherwise, at such prices and upon such terms as the Company may determine and otherwise in accordance with applicable law. The Company is prohibited by SEC rules from purchasing any additional shares of common stock, other than in the tender offer, until at least ten business days have elapsed after the expiration date. Accordingly, any additional purchases may not be consummated until at least ten business days have elapsed after the tender offer expiration date of December 18, 2020. The Company may also consider from time to time various other means of returning additional excess capital to shareholders, including dividends, tender offers, privately negotiated transactions and/or accelerated share repurchases. The Company’s stock repurchase program may be modified, suspended or discontinued at any time and does not commit the Company to repurchase shares of its common stock that were not otherwise purchased in the tender offer. The actual number and value of the shares to be purchased under the stock repurchase program or through other means of returning additional excess capital will depend on the performance of the Company’s results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, any contractual restrictions and other factors the Company deems relevant.

 

The information in this press release describing the tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of common stock in the tender offer. The tender offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson LLC, at (800) 733-6198.

 

 

 

 

Certain Information Regarding the Tender Offer

 

The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Common Stock in the Tender Offer or an offer to sell or the solicitation of an offer to purchase any new securities. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that the Company is filing with the SEC, and will distribute to its stockholders, as such materials may be amended or supplemented. Stockholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Tender Offer. Stockholders of the Company may obtain a free copy of the Tender Offer statement on Schedule TO, the Offer to Purchase and other documents that the Company is filing with the SEC from the SEC’s website at www.sec.gov. Stockholders also will be able to obtain a copy of these documents, without charge, from Georgeson LLC, the information agent for the Tender Offer, toll free at (800) 733-6198 or Raymond James & Associates, Inc. at (312) 655-2964. Stockholders should carefully read all of these materials prior to making any decision with respect to the Tender Offer. Stockholders and investors who have questions or need assistance may call Georgeson LLC toll free at (800) 733-6198.

 

About MVB Financial Corp.

 

MVB Financial Corp., the holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® (“Nasdaq”) 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 its subsidiaries, MVB Community Development Corporation, Chartwell Compliance and Paladin, the Company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond. Chartwell Compliance is one of the world’s leading specialist firms in state and federal compliance and market entry facilitation for firms entering into or expanding in North America, serving many of the most high-profile providers of the Fintech industry. For more information about MVB, please visit http://ir.mvbbanking.com.

 

 

 

 

Forward-looking Statements

 

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 “may,” “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: the possibility that shareholders will not be receptive to the tender offer; the Company’s ability to consummate the Tender Offer or the related financing necessary to generate proceeds to fund the Tender Offer on favorable terms, changes in general market, economic, tax, regulatory or industry conditions that impact the ability or willingness of the Company to consummate the above-described transactions on the terms described above or at all; credit risk; changes in market interest rates; 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 actual results to differ materially from those described in the 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.