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Published on 12/4/2014 in the Prospect News PIPE Daily.

F&M Bank closes $6.4 million of $10 million issue of 5.1% convertibles

Series A preferreds sold at $25.00 each in public offering

By Jennifer Chiou

New York, Dec. 4 – F&M Bank Corp. announced that it has completed an initial $6.4 million tranche of its previously reported $10 million public sale of 5.1% series A noncumulative mandatorily convertible preferred stock.

According to a news release, the additional $3.6 million of preferred stock will be issued following the completion of regulatory review, anticipated prior to the end of the year.

The company sold 254,700 of the preferreds at $25.00 apiece in the first tranche. The company received $3.8 million in gross cash proceeds and $2.6 million in aggregate principal face amount of subordinated debt of Farmers & Merchants Bank, which the company agreed to accept in lieu of cash consideration.

The offering was announced on Aug. 25, and the price per preferred is a 35.14% premium to the Aug. 22 closing share price of $18.50.

The preferreds have an annual dividend of $1.275 and are redeemable after three years.

Each preferred is initially convertible into 1.111 common shares at $22.50 per share. The conversion price is a 21.62% premium to the Aug. 22 closing share price.

FIG Partners, LLC and Compass Point Research & Trading, LLC are the agents.

Proceeds will be used to redeem, repurchase or exchange the bank’s subordinated debt.

The bank holding company is based in Timberville, Va.

Issuer:F&M Bank Corp.
Issue:Series A noncumulative mandatorily convertible preferred stock
Amount:$10 million
Dividend:5.1%
Price:$25.00
Shares:254,700 (initial tranche)
Annual dividend:$1.275
Call:After three years
Conversion price:$22.50
Conversion ratio:Into 1.111 common shares
Conversion premium:21.62%
Warrants:No
Agents:FIG Partners, LLC and Compass Point Research & Trading, LLC
Announcement date:Aug. 25
Settlement date:Dec. 3 for initial $6.4 million
Stock symbol:OTCBB: FMBM
Stock price:$18.50 at close on Aug. 22; $19.20 at close on Dec. 3
Market capitalization:$63.17 million

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