FALSE000127790200012779022020-03-022020-03-02
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):
|
March 2, 2020
|
|
|
|
|
|
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 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.
Pursuant to the terms of the Agreement, on the closing date, Intercoastal will convert into a Virginia limited liability company and PMG will contribute substantially all of its assets and liabilities associated with its mortgage operations to Intercoastal as a capital contribution, in exchange for common units of Intercoastal, representing 47% of the common interest of Intercoastal, as well as $7.5 million in preferred units (the “Transaction”). The completion of the Transaction is subject to certain regulatory approvals, conditions precedent and normal customary closing conditions. Subject to the satisfaction of such conditions, the Transaction is expected to close in the second quarter of 2020. In the Agreement, the Bank, MVB Mortgage, and Intercoastal have 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 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, which is attached as Exhibit 10.1 hereto, and is incorporated into this Current Report by reference.
Item 8.01. Other Events.
On March 3, 2020, MVB issued a Press Release announcing entry into the Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
|
|
|
|
Agreement, dated March 2, 2020, by and between the Bank, PMG, Intercoastal, H. Edward Dean, III, Tom Pyne and Peter Cameron.
|
|
|
Press release of MVB Financial Corp. dated March 3, 2020.
|
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/ Larry F. Mazza
|
|
|
|
Larry F. Mazza
President and Chief Executive Officer
|
Date: March 3, 2020
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Description
|
|
Exhibit Location
|
|
|
|
|
|
|
|
|
|
Agreement, dated March 2, 2020, by and between the Bank, PMG, Intercoastal, H. Edward Dean, III, Tom Pyne and Peter Cameron.
|
|
Filed herewith
|
|
|
|
Press release of MVB Financial Corp. dated March 3, 2020.
|
|
Filed herewith
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
MEDIA CONTACT
|
|
N E W S R E L E A S E
|
Amy Baker
|
|
|
VP, Corporate Communications and Marketing
|
|
|
abaker@mvbbanking.com
|
|
|
(844) 682-2265
|
MVB Mortgage and Intercoastal Mortgage Company Enter Agreement
to Form One of the Largest Independent Mortgage Banking Operations in the Mid-Atlantic Region
(FAIRMONT, W.Va.) March 3, 2020 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB Financial” or “MVB”) and its wholly-owned subsidiary MVB Bank, Inc. (the “Bank”) announce that the Bank’s subsidiary Potomac Mortgage Group, Inc. (dba MVB Mortgage) has entered into an agreement with Intercoastal Mortgage Company (“ICMC”), a Van Metre Company. MVB Mortgage and ICMC will form one of the largest independently owned residential mortgage lending operations in the Mid-Atlantic Region: Intercoastal Mortgage, LLC.
Per the terms of the agreement, MVB Mortgage will contribute substantially all its assets and in exchange will receive common units representing 47% of the common interest of ICMC, as well as $7.5 million in preferred units.
MVB will recognize its ownership as a fair value equity investment and will no longer consolidate MVB Mortgage’s financial results. As such, MVB management expects the transaction to increase MVB tangible book value by $1.40 per common share.
“Timing is everything with the 10-year treasury at a near all-time low, and this unique opportunity with Intercoastal Mortgage allows us to take a smaller piece of a much larger pie for greater returns for the short and long term. This strategy is one more example of how MVB Financial has explored creative ways to enhance shareholder value,” said Larry F. Mazza, CEO and President, MVB Financial Corp. “This new relationship positions MVB to have a larger share of one of the best markets in the nation and to gain synergies and economies, as well as technology, partnering with the phenomenal Van Metre Company, one of the best trusted partners you can have.”
Upon completion of the transaction, Ed Dean, CEO, MVB Mortgage, and Peter Cameron, President, MVB Mortgage, will become the CEO and President, respectively, of Intercoastal Mortgage, LLC. Tom Pyne, COO, ICMC, will become COO of the combined entity. The deal is expected to close upon receipt of regulatory approvals.
“This transaction is more than just a win-win opportunity. MVB Mortgage and ICMC have been ownership partners of Lenderworks (a shared services platform created in 2011) since 2013. We both saw record volume in 2019 and are experiencing record volume right now. We are highly compatible in our philosophies, our technologies and the management of our lending practices. In a market where scale is of the utmost importance, we feel this transaction positions us to achieve significant growth in the coming years,” said Ed Dean, CEO, MVB Mortgage.
About MVB Financial Corp.
MVB Financial Corp. (“MVB Financial” or “MVB”), the holding company of MVB Bank, Inc., 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 http://ir.mvbbanking.com.
About Intercoastal Mortgage Company
Intercoastal Mortgage Company was founded in 1987 by the Van Metre Companies. With a long history of success in the DC Metro marketplace, the company has consistently ranked among the Top 20 Mortgage Lenders by the Washington Business Journal. ICMC closed over $1.3 billion in volume in 2019.
Company NMLS ID # 56323 (www.nmlsconsumeraccess.org)
# # #
Forward-looking Statements
MVB Financial Corp. (“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, as well as MVB’s future plans with regard to its fintech line of business. When words such as “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: credit risk; changes in market interest rates; inability to achieve anticipated synergies; 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2018, 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.
