MVB FINANCIAL CORP (Form: 8-K, Received: 11/22/2019 09:04:01)

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 21, 2019


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 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 November 21, 2019, MVB Bank, Inc. (“MVB Bank”), a wholly-owned subsidiary of MVB Financial Corp. (“MVB Financial”), entered into a Purchase and Assumption Agreement (the “Purchase Agreement”) with Summit Community Bank, Inc. (“Summit”), a subsidiary of Summit Financial Group, Inc. (“Summit Financial”) pursuant to which Summit will purchase certain assets and assume certain liabilities (the “Purchase”) of three MVB Bank branch locations in Berkley County, West Virginia and one MVB Bank branch location in Jefferson County, West Virginia (collectively, the “Branches”).

Pursuant to the terms of the Purchase Agreement, Summit has agreed to assume certain deposit liabilities and to acquire certain loans, as well as cash, real property, personal property and other fixed assets associated with the Branches. The deposit and loan balances as of September 30, 2019 were approximately $181 million and $46 million, respectively.

The purchase price for the purchased assets will be computed as the sum of the: (i) average daily closing balance of the deposits for the thirty (30) day period prior to the closing multiplied by 8.00%, (ii) the aggregate amount of cash on hand as of the closing date, (iii) the aggregate net book value of all assets being assumed (excluding cash on hand, real property and accrued interest with respect to the loans to be acquired), (iv) the appraised value of the real property to be acquired, and (v) accrued interest with respect to the loans to be acquired. The purchase price is subject to a customary post-closing adjustment based on the delivery within 30 calendar days following the closing date of a final closing statement setting forth the purchase price and any necessary adjustment payment amount.

The completion of the Purchase is subject to regulatory approval required by the Federal Deposit Insurance Corporation and the West Virginia Division of Financial Institutions, as well as normal customary closing conditions. Subject to the satisfaction of such conditions, MVB Bank and Summit expect to close the Purchase early in the second quarter of 2020.

MVB Bank and Summit have made customary representations, warranties, and covenants in the Purchase Agreement. MVB Bank and Summit have also agreed to indemnify each other (subject to customary limitations) with respect to the Purchase, including for breaches of representations and warranties, breaches of covenants, liabilities not retained or assumed, and conduct of the business of the Branches and operation and use of the purchased assets during certain time periods.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 10.1 hereto, and is incorporated into this Current Report by reference.

Item 8.01. Other Events.

On November 22, 2019, MVB Financial and Summit Financial issued a joint press release announcing entry into the Purchase Agreement. A copy of the Joint Press Release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


10.1			Purchase and Assumption Agreement, dated November 21, 2019, by and between MVB Bank and Summit.
99.1			Joint Press Release of MVB Financial Corp. and Summit Financial Group, Inc. dated November 22, 2019.

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/ Donald T. Robinson
						Donald T. Robinson Executive Vice President and Chief Financial Officer

Date: November 22, 2019

EXHIBIT INDEX

Exhibit Number

Description

Exhibit Location

10.1

Purchase and Assumption Agreement, dated November 21, 2019, by and between MVB Bank and Summit.

Filed herewith

99.1

Joint Press Release of MVB Financial Corp. and Summit Financial Group, Inc. dated November 22, 2019.

Filed herewith

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith

101.CAL

XBRL Taxonomy Extension Calculation Document

Filed herewith

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith

Exhibit 10.1

Exhibit 99.1



		MEDIA CONTACTS
N E W S R E L E A S E	Amy Baker
		VP, Corporate Communications and Marketing
	MVB Bank
	abaker@mvbbanking.com
	844-682-2265

	Robert S. Tissue
		Executive Vice President and CFO
		Summit Financial Group, Inc.
		rtissue@summitfgi.com
		304-530-0552

MVB Bank to Sell Four WV Eastern Panhandle Banking Centers

to Summit Community Bank

(FAIRMONT, W.Va.) Nov. 22, 2019 – MVB Bank, Inc., a wholly-owned subsidiary of MVB Financial Corp. (“MVB” “MVB Financial”) (NASDAQ: MVBF), announced today the signing of a definitive agreement under which Summit Community Bank, Inc., a subsidiary of Summit Financial Group, Inc. (“Summit”) (NASDAQ: SMMF), will acquire three MVB Bank locations in Berkeley County (651 Foxcroft Ave., Martinsburg; 231 Aikens Center, Martinsburg; and 5091 Gerrardstown Road, Inwood) and one MVB Bank location in Jefferson County (88 Somerset Boulevard, Charles Town). Summit will assume certain deposits and loans whose balances at September 30, 2019, were approximately $181 million and $46 million, respectively.

“This transaction aligns well with the strategic plans of both MVB Bank and Summit Community Bank. Summit is committed to grow in the Eastern Panhandle, which is positive for our Retail Team Members and clients in the East. MVB intends to focus our growth in our core commercial markets in West Virginia and Northern Virginia, supported by our retail footprint, as well as our expanding Fintech vertical,” said Larry F. Mazza, President and CEO, MVB Financial Corp.

“The purchase of these branches represents an outstanding opportunity for Summit Community Bank to expand its presence in and commitment to the Eastern Panhandle of West Virginia and adds the convenience of more banking locations for our clients,” stated Summit’s President and Chief Executive Officer, H. Charles Maddy, III. “MVB Bank has a long-standing reputation of providing their clients with superior customer service, and we are dedicated to upholding this tradition by providing ‘Service Beyond Expectations’ and making this transition a smooth experience,” Maddy concluded.

The transaction is subject to customary closing conditions, including regulatory approvals, and is expected to close early in the second quarter of 2020.

Squire Patton Boggs served as legal counsel to MVB Bank in this transaction. Bowles Rice, LLP, served as legal counsel to Summit.

About MVB Financial Corp.

MVB Financial Corp. (“MVB Financial” or “MVB”), the holding company of MVB Bank, 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. 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 ir.mvbbanking.com.

About Summit Financial Group, Inc.

Summit Financial Group, Inc. is a $2.32 billion financial holding company headquartered in Moorefield, West Virginia. Summit provides community banking services primarily in the Eastern Panhandle and Southern regions of West Virginia and the Northern, Shenandoah Valley and Southwestern regions of Virginia, through its bank subsidiary, Summit Community Bank, Inc., which operates thirty-two banking locations.

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Forward-looking Statements

MVB Financial Corp. and Summit Financial Group, Inc. (collectively, the “Companies”) have 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 Companies and their subsidiaries. When words such as “plans,” “believes,” “expects,” “anticipates,” “continues,” “may” or similar expressions occur in this Press Release, the Companies are making forward-looking statements. Note that many factors could affect the Companies’ future financial results 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; competition; 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 Companies’ Annual Reports on Form 10-K for the year ended December 31, 2018, as well as their other filings with the SEC, which are available on the SEC website at www.sec.gov. Except as required by law, the Companies undertake no obligation to update or revise any forward-looking statements.