MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
“Company”) completed its previously announced merger (the
“Merger”) with Access National Corporation (“Access”), to the
Agreement and Plan of Reorganization, dated as of October 21,
2016, by and between the Company and Access (the “Merger
Agreement”). At closing, the Company merged with and into
Access, with Access as the surviving company. As a result of the
Merger, and to the terms and conditions of the Merger Agreement,
each share of the Company’s common stock was converted into the
right to receive 1.3314 shares of Access common stock (the
“Merger Consideration”).
purchase shares of the Company’s common stock was cancelled for
a cash payment equal to the product of (i) the difference between
the closing sale price of the Company’s common stock on the
trading day immediately preceding the effective date of the
Merger and the per share exercise price of the stock option, and
(ii) the number of shares of the Company’s common stock subject
to such stock option. In addition, each outstanding restricted
stock award vested in full and was converted into unrestricted
shares of Access common stock based on the exchange ratio.
banking corporation and wholly owned subsidiary of the Company,
merged with and into the Access National Bank, a national banking
association and wholly owned subsidiary of Access, with Access
National Bank as the surviving entity.
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is incorporated
herein by reference as Exhibit 2.1.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing. |
notified the Nasdaq Stock Market (“Nasdaq”) on March 31, 2017
that, at the effective time of the Merger, each share of the
Company’s common stock issued and outstanding immediately prior
to such time, was automatically cancelled and converted into the
right to receive the Merger Consideration. On March 31, 2017, the
Company requested Nasdaq to promptly file with the Securities and
Exchange Commission (the “SEC”) a Notification of Removal from
Listing and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), on Form
25 to delist and deregister the shares of the Company’s common
stock. Following the effectiveness of such Form 25, the Company
intends to file with the SEC a certification on Form 15 under the
Exchange Act requesting that the shares of the Company’s common
stock be deregistered and that the Company’s reporting
obligations under Sections 13 and 15(d) of the Exchange Act be
suspended.
incorporated by reference into this Item 3.03.
completed the acquisition of the Company through the merger of
the Company with and into Access, with Access continuing as the
surviving corporation. As a result of the Merger, each share of
the Company’s common stock issued and outstanding immediately
prior to such time was automatically cancelled and converted into
the right to receive the Merger Consideration. The aggregate
amount paid by Access for the Merger Consideration was 9,516,290
shares of the Access common stock, which had a value of
approximately $285.7 million based on the closing price of Access
common stock on March 31, 2017.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
and conditions of the Merger Agreement, Raj Mehra, the Company’s
Executive Vice President and Chief Financial Officer, terminated
his employment with the Company on March 31, 2017. In connection
therewith, on March 31, 2017, Mr. Mehra executed a separation
agreement and general release to which he agreed to customary
confidentiality covenants and further agreed to release and waive
any and all claims against the Company, Access and their
respective affiliates and subsidiaries, among other parties.
and each of Gary Shook, the Company’s President and Chief
Executive Officer, Jeffrey H. Culver, the Company’s Senior
Executive Vice President and Chief Operating Officer, and David
L. Hartley, the President of Middleburg Investment Group,
terminated their respective split dollar insurance agreements
with the Company, effective upon the closing of the Merger and
contingent on the respective officer entering into a replacement
split dollar agreement with Access National Bank that provides a
death benefit of at least $200,000 at the effective time of the
Merger.
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Exhibit No.
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Description of Exhibit
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2.1
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Agreement and Plan of Reorganization, dated as of October
21, 2016, between Access National Corporation and Middleburg Financial Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on October 25, 2016). |
About MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG)
Middleburg Financial Corporation is a bank holding company. The Company conducts its primary operations through two subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Its segments are Commercial & Retail Banking, which includes loans, investment securities and deposit accounts; Wealth Management, including wealth management activities, and Mortgage Banking, including mortgage banking activities. The Company, through its subsidiaries, offers a range of banking, fiduciary and investment management services to both individuals and small businesses. Its business activities include commercial and retail banking services through Middleburg Bank, wealth management services through Middleburg Investment Group, Inc., and mortgage banking services. Middleburg Bank’s services include various types of checking and savings deposit accounts, and the origination of business, real estate, development, mortgage, home equity, automobile and other installment, demand and term loans. MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) Recent Trading Information
MIDDLEBURG FINANCIAL CORPORATION (NASDAQ:MBRG) closed its last trading session 00.00 at 40.04 with 119,749 shares trading hands.
