Mergers and Acquisitions

6 Months Ended

Jun. 30, 2015

MERGERS AND ACQUISITIONS

MERGERS AND ACQUISITIONS

Note 12 – Mergers and Acquisitions

On July 29, 2014 the Company and its subsidiary, the Bank, had entered into an amended Purchase and Assumption Agreement (“Agreement”) with CFG Community Bank (“CFG Bank”) and its parent, Capital Funding Bancorp, Inc., and affiliates, Capital Finance, LLC and Capital Funding, LLC. The Agreement was subsequently terminated on October 31, 2014 by a Mutual Termination Agreement (“Mutual Termination Agreement”) among the parties. 

The Agreement and Agreement Amendment provided that the Bank, subject to regulatory approvals, would purchase certain assets and assume certain liabilities of CFG Bank and its subsidiaries for $30 million in consideration, consisting of $26 million in cash and $4 million in shares of Company common stock, subject to certain adjustments; however, under the Mutual Termination Agreement, the Company, CFG Bank, Capital Funding Bancorp, Inc. and the other affiliates of CFG Bank have mutually agreed to terminate the Agreement and Agreement Amendment without any future obligation or liability between or among the parties under the Agreement or Agreement Amendment.  The Bank and CFG Bank, as well as other CFG Bank affiliates, intend to continue a working relationship and may, from time to time, engage in loan transactions and, if applicable, servicing arrangements.

On May 1, 2015, MVB Bank, Inc. (MVB Bank), a wholly-owned subsidiary of MVB Financial Corp. (MVB Financial or the Company), issued a joint news release with BB&T Corporation (BB&T) and Susquehanna Bancshares, Inc. (Susquehanna) announcing the signing of a definitive agreement, subject to customary closing conditions including regulatory approvals, through which MVB Bank will acquire two branch locations of Susquehanna Bank in Berkeley County, West Virginia and will assume approximately $69 million of deposits and $17 million of loans. The two Susquehanna Bank branch locations are slated for divestiture under BB&T’s agreement with the United States Department of Justice and commitments to the Board of Governors of the Federal Reserve System in connection with BB&T’s pending acquisition of Susquehanna. On July 22, 2015, regulatory approvals for the acquisition of the two Susquehanna Bank branch locations were received. The acquisition is expected to close August 28, 2015.

The following acquisition related costs are included in the consolidated statements of income for the three and six months ended June 30, 2015 and 2014:

	Three Months Ended		Three Months Ended
(in thousands)	June 30, 2015		June 30, 2014
Professional fees	$	12	$	3
Marketing		—		2
Printing, postage and supplies		3		1
Equipment depreciation and maintenance		—		1
Travel and entertainment		5		41
Total	$	20	$	48

	Six months ended		Six months ended
(in thousands)	June 30, 2015		June 30, 2014
Professional fees	$	12	$	72
Marketing		—		4
Printing, postage and supplies		3		8
Equipment depreciation and maintenance		—		6
Travel and entertainment		5		73
Total	$	20	$	163