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

F&M Bank wraps $3.6 million of $10 million issue of 5.1% convertibles

Series A preferreds sold at $25.00 each in public offering

By Toni Weeks

San Luis Obispo, Calif., Dec. 12 – F&M Bank Corp. announced that it has raised another $3.6 million in the second tranche of its previously reported $10 million public sale of 5.1% series A noncumulative mandatorily convertible preferred stock.

The company issued 145,300 shares at $25.00 apiece in the second tranche. It sold 254,700 preferreds at the same price in the first tranche on Dec. 3 for proceeds of $6.4 million.

According to an earlier news release, the second tranche was to follow the completion of a regulatory review, anticipated prior to the end of the year.

With the second closing, the company has completed its $10 million offering for aggregate net proceeds of about $9.6 million, including $2.6 million in 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 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
Preferred shares:400,000
Dividend:5.1%
Price:$25.00
Call:After three years
Conversion premium:21.62%
Conversion price:$22.50
Conversion ratio:Into 1.111 common shares
Warrants:No
Agents:FIG Partners, LLC and Compass Point Research & Trading, LLC
Announcement date:Aug. 25
Settlement dates:Dec. 3 (for $6.4 million); Dec. 12 (for $3.6 million)
Stock symbol:OTCBB: FMBM
Stock prices:$18.50 at close on Aug. 22
Market capitalization:$63.17 million

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