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) October 1, 2013
C&F FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia 000-23423 54-168016 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
802 Main Street, West Point, Virginia
23181
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code (804) 843-2360
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.01 |
Completion of Acquisition or Disposition of Assets |
Effective October 1, 2013, C&F Financial Corporation, a Virginia corporation (“C&F”), completed its previously announced acquisition (the “Merger”) of Central Virginia Bankshares, Inc., a Virginia corporation (“CVBK”), and its wholly owned subsidiary Central Virginia Bank, a Virginia chartered bank (“CVB”), pursuant to the Agreement and Plan of Merger, dated as of June 10, 2013 by and among C&F, its wholly owned subsidiary Special Purpose Sub, Inc. (“Merger Sub”) and CVBK (the “Merger Agreement”). At the effective time of the Merger, Merger Sub was merged with and into CVBK, with CVBK surviving the Merger as a wholly owned subsidiary of C&F and bank holding company for CVB.
In accordance with the Merger Agreement, at the effective time of the Merger, each share of CVBK common stock outstanding immediately prior to the Merger (other than shares of restricted stock that did not vest in connection with the Merger and shares as to which the holders perfected appraisal rights) was converted into the right to receive $0.32 in cash without interest (the “Merger Consideration”). Each outstanding option to purchase shares of common stock under CVBK’s stock plans had an exercise price in excess of the per share Merger Consideration and therefore was cancelled at the effective time of the Merger. Each restricted share of CVBK common stock outstanding under CVBK’s stock plans that did not fully vest in connection with the Merger due to applicable law, rule or regulation was cancelled at the effective time of the Merger.
In connection with the Merger, with a payment of approximately $711,450 to the indenture trustee, C&F also brought current the interest payments CVBK had been deferring on its $5 million outstanding trust preferred securities, including funding the next interest payment due on December 31, 2013.
Also in connection with the Merger, C&F purchased CVBK’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A and warrant to purchase 263,542 shares of CVBK common stock that were issued to the United States Department of the Treasury (“Treasury”) in connection with CVBK’s participation in the Troubled Asset Relief Program Capital Purchase Program, for a total purchase price of $3.35 million, including accumulated and unpaid dividends through the date of purchase (the “TARP Purchase”).
The foregoing description of the Merger, Merger Agreement and TARP Purchase does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the C&F’s Current Report on Form 8-K filed on June 14, 2013, the Securities Purchase Agreement among Treasury, C&F and CVBK, dated as of July 17, 2013, as amended by Amendment No. 1 to Securities Purchase Agreement dated as of September 13, 2013, which was filed as Exhibit 10.31 to the C&F’s Current Report on Form 8-K filed on July 22, 2013 and is filed as Exhibit 10.32 to this report, respectively, all of which are incorporated herein by reference.
On October 1, 2013, C&F issued a press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
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Item 9.01 |
Financial Statements and Exhibits |
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(a) |
Financial Statements of Businesses Acquired |
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date this report must be filed.
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(b) |
Pro Forma Financial Information |
The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date this report must be filed.
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(d) |
Exhibits |
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2.1 |
Agreement and Plan of Merger dated as of June 10, 2013 by and among C&F Financial Corporation, Special Purpose Sub, Inc. and Central Virginia Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed June 14, 2013). |
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10.31 |
Securities Purchase Agreement dated as of July 17, 2013 by and among the United States Department of the Treasury, Central Virginia Bankshares, Inc. and C&F Financial Corporation (incorporated by reference to Exhibit 10.31 to Current Report on Form 8-K filed July 22, 2013). |
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10.32 |
Amendment No. 1 to Securities Purchase Agreement dated as of September 13, 2013 by and among the United States Department of the Treasury, Central Virginia Bankshares, Inc. and C&F Financial Corporation. |
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99.1 |
Press Release dated October 1, 2013. |
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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C&F FINANCIAL CORPORATION |
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| Date: October 2, 2013 | By: | /s/Thomas F. Cherry | |
| Thomas F. Cherry | |||
| Chief Financial Officer | |||
Exhibit Index
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2.1 |
Agreement and Plan of Merger dated as of June 10, 2013 by and among C&F Financial Corporation, Special Purpose Sub, Inc. and Central Virginia Bankshares, Inc. (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed June 14, 2013). |
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10.31 |
Securities Purchase Agreement dated as of July 17, 2013 by and among the United States Department of the Treasury, Central Virginia Bankshares, Inc. and C&F Financial Corporation (incorporated by reference to Exhibit 10.31 to Current Report on Form 8-K filed July 22, 2013). |
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10.32 |
Amendment No. 1 to Securities Purchase Agreement dated as of September 13, 2013 by and among the United States Department of the Treasury, Central Virginia Bankshares, Inc. and C&F Financial Corporation. |
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99.1 |
Press Release dated October 1, 2013. |
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EXHIBIT 10.32
amendment NO. 1 TO SECURITIES PURCHASE AGREEMENT
This amendment NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of September 13, 2013 (this “Amendment”), is by and among the United States Department of the Treasury (the “Seller”), Central Virginia Bankshares, Inc., a Virginia corporation (the “Company”), and C&F Financial Corporation, a Virginia corporation (the “Purchaser”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement (as defined below).
WHEREAS, the Seller, the Company and the Purchaser are party to that certain Securities Purchase Agreement, dated as of July 17, 2013 (the “Agreement”); and
WHEREAS, pursuant to the terms of the Agreement and in accordance with Section 7.01 thereof, the parties wish to amend the Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:
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1. |
Amendment to WHEREAS Clause. The second WHEREAS clause of the Agreement is hereby amended by deleting such clause in its entirety and replacing it with the following:
WHEREAS, on June 10, 2013, the Purchaser, Special Purpose Sub, Inc., a Virginia corporation and wholly-owned subsidiary of the Purchaser (“Merger Sub”), and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, (i) Merger Sub will merge with and into the Company, with the Company continuing thereafter as the surviving corporation and (ii) except as otherwise set forth in the Merger Agreement, each outstanding share of Company Common Stock will convert into the right to receive the Merger Consideration (as defined in the Merger Agreement) (collectively, the “Merger”); and |
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2. |
Amendment to Section 1.01. Section 1.01 of the Agreement is hereby amended by deleting the definition of “Surviving Corporation” therefrom in its entirety. |
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3. |
Amendment to Section 2.01. Section 2.01 of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: |
“Purchase and Sale of the Shares and the Warrant. Subject to, and on the terms and conditions of, this Agreement, effective at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, convey, assign and deliver to the Purchaser, all of the Shares and the Warrant, free and clear of all Liens. The aggregate purchase price for the Shares, including all accrued and unpaid dividends on the Shares through and including the Closing Date, and the Warrant shall be an amount in cash equal to Three Million Three Hundred Fifty Thousand Dollars ($3,350,000) (the “Purchase Price”).”
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Amendment to Section 2.02(B)(1). Section 2.02(B)(1) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: |
“the Seller will deliver to the Purchaser certificates for the Shares and the Warrant, duly endorsed in blank or accompanied by stock powers duly endorsed in blank or other required instruments of transfer; and”
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Amendment to Section 2.02(B)(2). Section 2.02(B)(2) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: |
“the Purchaser will pay the aggregate Purchase Price to the Seller, by wire transfer in immediately available funds, to an account designated in writing by the Seller to the Purchaser, such designation to be made not later than two Business Days prior to the Closing Date.”
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Amendment to Section 3.01(E). Section 3.01(E) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: |
“Securities Matters. The Shares and the Warrant are being acquired by the Purchaser for its own account and without a view to the public distribution or sale of the Shares or the Warrant.”
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Amendment to Section 3.01(F). Section 3.01(F) of the Agreement is hereby amended by deleting such section in its entirety and replacing it with the following: |
“Availability of Funds. The Purchaser will have as of the Closing sufficient funds available to consummate the transactions contemplated hereunder.”
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No Amendment, Modification or Waiver. This Amendment shall not constitute an amendment, modification or waiver of any provision of the Agreement, except as expressly set forth herein. |
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Counterparts and Facsimile. For the convenience of the parties hereto, this Amendment may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Amendment may be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature pages had been delivered. |
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Governing Law. This Amendment and any claim, controversy or dispute arising under or related to this Amendment, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be enforced, governed, and construed in all respects (whether in contract or in tort) in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. |
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Interpretation. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this Amendment as a whole and not to any particular section or provision, unless the context requires otherwise. The headings contained in this Amendment are for reference purposes only and are not part of this Amendment. Whenever the words “include,” “includes” or “including” are used in this Amendment, they shall be deemed followed by the words “without limitation.” No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Amendment, as this Amendment is the product of negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars” mean the lawful currency of the United States of America. |
[Signature Pages to Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first herein written above.
| UNITED STATES DEPARTMENT OF THE TREASURY | |||
| By: | /s/Timothy G. Massad | ||
| Name: Timothy G. Massad | |||
| Title: Assistant Secretary for Financial Stability |
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| CENTRAL VIRGINIA BANKSHARES, INC. | |||
| By: | /s/Herbert E. Marth, Jr. | ||
| Name: Herbert E. Marth, Jr. | |||
| Title: Pres. & CEO | |||
| C&F FINANCIAL CORPORATION | |||
| By: | /s/Thomas Cherry | ||
| Name: Thomas Cherry | |||
| Title: EVP & CFO | |||
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EXHIBIT 99.1
C&F FINANCIAL CORPORATION
Tuesday, October 1, 2013
Contact: Tom Cherry, Executive Vice President & CFO
(804) 843-2360
C&F Financial Corporation Completes Acquisition of
Central Virginia Bankshares, Inc.
WEST POINT, Va., October 1, 2013-- C&F Financial Corporation (“C&F”) (NASDAQ: CFFI), the one-bank holding company for Citizens and Farmers Bank (or C&F Bank), today announced that it has completed its acquisition of Central Virginia Bankshares, Inc. (“CVB”), the one-bank holding company for Central Virginia Bank, effective October 1, 2013. CVB shareholders will receive $0.32 for each share of CVB common stock they owned, or approximately $853 thousand in the aggregate. In addition, C&F purchased from the U.S. Treasury for $3.35 million all of CVB’s preferred stock and warrants issued to the U.S. Treasury under the Capital Purchase Program. CVB’s stock symbol “CVBK” was retired effective October 1, 2013.
“We are extremely pleased to welcome CVB customers and employees to the C&F family,” said Larry G. Dillon, C&F’s President and CEO. “This transaction is a strategic expansion of C&F’s presence in the growing Richmond area, which is one of the best markets the Commonwealth has to offer. We look forward to offering more products, locations and services to both C&F and CVB customers. The addition of the CVB branch network, which has a very strong deposit base, along with C&F’s recently announced plans to grow its commercial lending presence in the Richmond market, will help strengthen the combined company’s balance sheet and increase future earnings of the retail banking segment.”
“We are also excited to announce that Jim Napier, the previous chairman of Central Virginia Bank’s Board of Directors, will continue serving on Central Virginia Bank’s Board and has been appointed to the Board of Directors of C&F Bank,” added Dillon. “Jim is President of Napier Realtors ERA, which serves the Metropolitan Richmond and Tri-Cities area. Jim has been in the real estate business since 1976 and his experience in real estate sales and his knowledge of real estate in general provide him with attributes that will make him a great addition to C&F Bank’s Board of Directors.”
With the completion of the acquisition, the combined organization’s total assets approximate $1.4 billion and total deposits approximate $1.0 billion.
About C&F
C&F is the parent of C&F Bank, which was founded in 1927 in West Point, Virginia, and is one of the oldest independent community banking organizations headquartered in Virginia. C&F Bank provides full-service banking to the eastern region of Virginia with 18 branch locations including the counties of Middlesex, James City, New Kent, Hanover, Henrico, and Goochland, as well as the town of West Point and the cities of Williamsburg, Newport News, Hampton, and Richmond. CVB, which is now a wholly-owned subsidiary of C&F, is the parent of Central Virginia Bank, which is a 40-year old community bank providing full-service banking through seven branch locations including the counties of Powhatan, Cumberland, Chesterfield and Henrico.
C&F FINANCIAL CORPORATION
Tuesday, October 1, 2013
Contact: Tom Cherry, Executive Vice President & CFO
(804) 843-2360
C&F offers full investment services through its subsidiary C&F Investment Services, Inc. C&F Mortgage Corporation provides mortgage, title and appraisal services through 18 offices located in Virginia, Maryland, North Carolina, Delaware and New Jersey. C&F Finance Company purchases automobile loans in Virginia, Tennessee, Maryland, North Carolina, Georgia, Ohio, Kentucky, Indiana, Alabama, Missouri, Illinois, Texas and West Virginia through its offices in Virginia, Tennessee and Maryland.
Additional information is available on C&F's website at www.cffc.com.
Forward-Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. Forward-looking statements are statements that include expectations, outcomes or beliefs about events or results or otherwise are not statements of historical facts, including, without limitation, statements relating to the acquisition as well as future services to be offered by, and the financial condition and performance of, the combined organization. These forward-looking statements are based on the beliefs of the combined company’s management, as well as assumptions made by, and information currently available to the combined company’s management. These statements are inherently uncertain, and there can be no assurance that the underlying assumptions will prove to be accurate. Actual future results and trends may differ materially from historical results or those anticipated depending on a variety of factors, including but not limited to, a failure of the combined company to achieve the operations and results, including cost savings, continued relationships with major customers and deposit attrition, expected after the acquisition. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this press release.
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