Attached files
| file | filename |
|---|---|
| EX-10.1 - SUBORDINATED NOTE PURCHASE AGREEMENT - F&M BANK CORP | fmbm_ex101.htm |
| EX-4.2 - 2030 SUBORDINATED NOTE - F&M BANK CORP | fmbm_ex42.htm |
| EX-4.1 - 2027 SUBORDINATED NOTE - F&M BANK CORP | fmbm_ex41.htm |
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): July 29,
2020
_________________________
F & M Bank Corp.
(Exact
name of registrant as specified in its charter)
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Virginia
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000-13273
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54-1280811
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS
Employer Identification
No.)
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P.O. Box 1111
Timberville, Virginia 22853
(540) 896-8941
(Address
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
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:
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Title
of each class
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Trading
Symbol(s)
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Name of
each exchange
on
which registered
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None
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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
July 29, 2020, F & M Bank Corp. (the “Company”)
entered into Subordinated Note Purchase Agreements (collectively,
the “Purchase Agreement”) with certain institutional
accredited investors pursuant to which the Company sold and issued
$5.0 million in aggregate principal amount of 5.75% fixed rated
subordinated notes due July 31, 2027 (the “2027 Notes”)
and $7.0 million in aggregate principal amount of 6.00% fixed to
floating rate subordinated notes due July 31, 2030 (the “2030
Notes and, together with the 2027 Notes, the “Notes”).
Raymond James & Associates, Inc. served as the sole placement
agent.
The
2027 Notes will bear interest at 5.75% per annum, payable
semi-annually in arrears. Beginning on July 31, 2022 through
maturity, the Notes may be redeemed, at the Company’s option,
on any scheduled interest payment date. The Notes will mature on
July 31, 2027.
The
2030 Notes will initially bear interest at 6.00% per annum,
beginning July 29, 2020 to but excluding July 31, 2025, payable
semi-annually in arrears. From and including July 31, 2025 through
July 30, 2030, or up to an early redemption date, the interest rate
shall reset quarterly to an interest rate per annum equal to the
then current three-month SOFR plus 593 basis points, payable
quarterly in arrears. Beginning on July 31, 2025 through maturity,
the Notes may be redeemed, at the Company’s option, on any
scheduled interest payment date. The Notes will mature on July 31,
2030.
If
certain events of default occur, such as the bankruptcy of the
Company, the holder of a Note may declare the principal amount of
the Note to be due and immediately payable. The Notes will be
unsecured, subordinated obligations of the Company and will rank
junior in right of payment to the Company’s existing and
future senior indebtedness. The Notes are not convertible into
common stock or preferred stock and are not callable by the
holders.
The
Notes have been structured to qualify as Tier 2 capital under bank
regulatory guidelines, and the proceeds from the sale of the Notes
will be utilized for general corporate purposes, including funding
corporate growth, repaying outstanding indebtedness and supporting
the capital of Farmers & Merchants Bank, the Company’s
subsidiary bank.
The
Notes were offered and sold in reliance on the exemptions from
registration provided by Section 4(a)(2) of the Securities Act of
1933, as amended (the “Securities Act”).
The
Purchase Agreement contains certain customary representations,
warranties and covenants made by the Company, on the one hand, and
the Purchasers, severally and not jointly, on the other
hand.
The
foregoing descriptions of the Notes and the Purchase Agreement do
not purport to be complete and are qualified in their entirety by
reference to the forms of the Notes and the Purchase Agreement
which are attached hereto as Exhibits 4.1, 4.2 and 10.1,
respectively, and are incorporated herein by
reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth under Item 1.01 above is incorporated by
reference into this Item 2.03.
Item 9.01
Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Form
of 2027 Subordinated Note
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Form
of 2030 Subordinated Note
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Form
of Subordinated Note Purchase Agreement
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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.
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F
& M Bank Corp.
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Date: July
31, 2020
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By:
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/s/ Carrie
A. Comer
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Carrie
A. Comer
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Executive Vice President and Chief Financial Officer |
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