Amended Tender Offer Statement by Issuer (sc To-i/a)
23 Dicembre 2020 - 10:43PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Amendment No. 3)
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
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Transaction Valuation*
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Amount of Filing Fee**
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$45,000,000
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$4,909.50
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*
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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.
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**
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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.
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x
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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.
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Amount Previously Paid:
$4,909.50
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Filing Party: MVB Financial Corp.
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Form or Registration
No.: Schedule TO
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Date Filed: November 17, 2020
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¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate
any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d–1.
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x
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issuer tender offer subject to Rule 13e–4.
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¨
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going-private transaction subject to Rule 13e–3.
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¨
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amendment to Schedule 13D under Rule 13d–2.
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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:
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¨
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Rule 13e–4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d–1(d) (Cross-Border Third-Party Tender Offer)
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This Amendment No. 3 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. 3. Except as specifically provided herein, the information contained in the Schedule TO remains
unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. You should read
this Amendment No. 3 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
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Additional Information.
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Item 11 is hereby amended and supplemented as follows:
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·
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On December 23, 2020, MVB Financial Corp. issued a press release announcing the final 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)(C) to this Schedule
TO and is incorporated herein by reference.
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Item 12 of this Schedule TO is hereby amended and restated
as follows:
Exhibit
Number
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Description
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(a)(1)(A)*
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Offer
to Purchase, dated November 17, 2020.
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(a)(1)(B)*
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Letter
of Transmittal (including IRS Form W-9).
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(a)(1)(C)*
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Notice
of Guaranteed Delivery.
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(a)(1)(D)*
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Letter
to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
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(a)(1)(E)*
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Letter
to Clients for use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
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(a)(1)(F)*
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Form of
Summary Advertisement.
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(a)(5)(A)*
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Press
Release issued by the Company on November 17, 2020.
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(a)(5)(B)*
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Press
Release issued by the Company on December 21, 2020 announcing preliminary results of the Tender Offer.
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(a)(5)(C)
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Press Release issued by the Company on December 23, 2020 announcing final results of the Tender Offer.
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(b)(1)(A)
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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).
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(b)(1)(B)
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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).
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(d)(1)
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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).
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(d)(2)
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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).
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(d)(3)
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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
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Description
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(d)(4)
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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).
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(d)(5)
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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).
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(d)(6)
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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).
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(d)(7)
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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).
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(d)(8)
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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).
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* Filed previously
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.
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MVB
Financial Corp.
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By:
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/s/
Donald T. Robinson
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Name:
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Donald T. Robinson
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Title:
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Executive Vice President and Chief Financial Officer
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Date: December 23, 2020
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