MVB FINANCIAL CORP (Form: 8-K, Received: 07/12/2021 08:33:08)

FALSE000127790200012779022021-07-102021-07-10

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):			July 10, 2021


MVB Financial Corp.
(Exact name of registrant as specified in its charter)


West Virginia	001-38314	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 8.01. Other Events.

On July 10, 2021, MVB Bank, Inc. (“MVB Bank”), a wholly-owned subsidiary of MVB Financial Corp. (“MVB Financial”), completed the previously announced sale of certain assets and liabilities of two MVB Bank branch locations in Cabell County, West Virginia, one MVB Bank branch location in Kanawha County, West Virginia, and one MVB Bank branch location in Putnam County, West Virginia (collectively, the “Branches”).

Pursuant to the terms of the Purchase and Assumption Agreement, dated April 22, 2021 and as further amended, between MVB Bank and Summit Community Bank, Inc. (“Summit”), a subsidiary of Summit Financial Group, Inc., Summit has assumed approximately $167 million in deposit liabilities and acquired approximately $55 million in loans, as well as cash, real property, personal property and other fixed assets associated with the Branches.

The sale, which was announced in April 2021, includes the following four locations:

•660 Central Avenue, Barboursville, West Virginia

•400 Washington Street, East, Charleston, West Virginia

•3754 Teays Valley Road, Hurricane, West Virginia

•999 4th Avenue, Huntington, West Virginia with drive-thru located at 940 5th Avenue, Huntington, West Virginia

On July 12, 2021, MVB Financial issued a Press Release announcing the sale. The foregoing description of the Press Release is qualified in its entirety by reference to the complete text of the Press Release furnished as Exhibit 99.1 hereto, which is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

99.1 Press release of MVB Financial Corp. dated July 12, 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

N E W S R E L E A S E

MEDIA CONTACTS

Amy Baker

VP, Corporate Communications and Marketing

MVB Bank

abaker@mvbbanking.com

844-682-2265

MVB Completes Sale of South Market WV Banking Centers

(FAIRMONT, W.Va.) July 12, 2021 – MVB Financial Corp. (“MVB” “MVB Financial”) (NASDAQ: MVBF), announced today that its wholly-owned subsidiary, MVB Bank, Inc. (“MVB Bank”) has closed the sale of four banking centers in Southern West Virginia to Summit Community Bank, Inc, a subsidiary of Summit Financial Group, Inc. (“Summit”) (NASDAQ: SMMF).

Summit has acquired substantially all of MVB Bank’s Southern West Virginia community banking operations, including its full-service banking centers located at: 400 Washington Street East, Charleston; 3754 Teays Valley Road, Hurricane; 660 Central Avenue, Barboursville; and 999 4th Avenue, Huntington. In addition, Summit has acquired MVB Bank’s drive-thru banking locations at 6441 Farmdale Road, Barboursville, and 940 5th Avenue, Huntington.

The transaction includes deposit and loan balances of $167 million and $55 million, respectively. MVB will record a pre-tax gain of approximately $10 million on the sale, equating to a projected increase of 3.2% to tangible book value per share (as of March 31, 2021). The sale also marks the exit of MVB’s banking center presence in Southern West Virginia.

“This South Market transaction continues a series of opportunistic actions in recent years that have resulted in significant value creation for MVB shareholders. Since 2015, tangible book value per share at MVB has grown at a 15% compound annual growth rate, well above the industry average. This banking center divestiture also allows for a sharpened focus on our core commercial markets in North Central West Virginia and Northern Virginia, as well as our rapidly growing Fintech business,” said Larry F. Mazza, President and CEO, MVB Financial Corp.

“We would like to extend our gratitude to our clients and Team Members who will be transitioning to Summit Community Bank, where we know they will be well served.”

Squire Patton Boggs served as legal counsel to MVB Bank in this transaction.

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.”

MVB is a financial holding company headquartered in Fairmont, W.Va. Through its subsidiary, MVB Bank, Inc., and the bank’s subsidiaries, the company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond.

Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services.

For more information about MVB, please visit https://ir.mvbbanking.com/.

Forward-looking Statements

MVB Financial Corp. 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 that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,” “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues,” or the negative of those terms or similar expressions. 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 forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity and credit risk; changes in market interest rates; inability to achieve anticipated synergies and successfully integrate recent mergers and acquisitions; inability to successfully execute business plans, including strategies related to investments in financial technology companies; competition; length and severity of the COVID-19 pandemic and its impact on the Company’s business and financial condition; changes in economic, business and political conditions; changes in demand for loan products and deposit flow; operational risks and risk management failures; 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, 2020, as well as its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise, or correct any forward-looking statements.