COMMUNITY BANKERS TRUST CORP : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets.

Effective as of December 3, 2021, United Bankshares, Inc. ("United") completed its acquisition of Community Bankers Trust Corporation (the "Company"). The Company was merged with and into United (the "Merger"), pursuant to the terms of the Agreement and Plan of Reorganization, dated June 2, 2021, by and between United and the Company (the "Agreement").

Under the terms of the Agreement, each outstanding share of the Company's common stock, par value $0.01 per share, was converted into the right to receive 0.3173 shares of United's common stock, par value $2.50 per share, with cash paid in lieu of fractional shares of United's common stock.

Also, pursuant to the Agreement, at the effective time of the Merger, each outstanding option to acquire the Company's common stock granted under a Company stock plan, whether vested or unvested as of the date of the Merger, vested as provided pursuant to the terms of such Company stock plan and converted into an option to acquire United's common stock adjusted based on the 0.3173 exchange ratio. Also, at the effective time of the Merger, each restricted stock unit granted under a Company stock plan that was outstanding immediately prior to the effective time of the Merger vested in accordance with the formula and other terms of the Company stock plan and converted into the right to receive shares of United's common stock based on the 0.3173 exchange ratio.

Immediately following the Merger, Essex Bank, a wholly-owned subsidiary of the Company, merged with and into United Bank, a wholly-owned subsidiary of United (the "Bank Merger"), pursuant to an Agreement and Plan of Merger, dated June 2, 2021, by and between United Bank and Essex Bank. United Bank survived the Bank Merger and continues to exist as a Virginia banking corporation.

There were no material relationships, other than in respect of the Merger, between the Company and United, its directors or officers or any of its affiliates.

The description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Agreement, which is included as Exhibit 2.1 hereto, and is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

As a result of the Merger, the Company no longer fulfills the listing requirements of the Nasdaq Capital Market ("Nasdaq"). On December 3, 2021, the Company notified Nasdaq that the transactions contemplated by the Agreement were expected to close after the close of business on December 3, 2021. The Company requested that Nasdaq (i) suspend trading in shares of the Company's common stock at the close of business on December 3, 2021 and (ii) file with the Securities and Exchange Commission (the "Commission") a notification of delisting of the Company's common stock on Form 25 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, the Company's common stock will no longer be listed on Nasdaq.

The Company intends to file with the Commission certifications on Form 15 under the Exchange Act to deregister the Company's common stock under Section 12(g) of the Exchange Act and suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible.

The information set forth under Item 2.01 of this Current Report on 8-K is incorporated by reference into this Item 3.01.

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Item 3.03 Material Modification to Rights of Security Holders.

At the effective time of the Merger, each share of the Company's common stock was converted into the right to receive 0.3173 shares of United's common stock.

The information set forth under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant.

On December 3, 2021, the Company was merged with and into United pursuant to the Agreement, with United surviving the Merger.

The information set forth under Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

All of the Company's directors and executive officers ceased serving as directors and executive officers of the Company as of the effective time of the Merger.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

At the effective time of the Merger, the separate corporate existence of the Company ceased. The Amended and Restated Articles of Incorporation and Restated Bylaws of United, as in effect immediately before the completion of the Merger, became the articles of incorporation and bylaws of the surviving corporation without change. Consequently, the Amended and Restated Articles of Incorporation and the Amended and Restated Bylaws of the Company ceased to be in effect upon completion of the Merger. A copy of the Amended and Restated Articles of Incorporation of United and the Restated Bylaws of United are filed as Exhibits 3.1 and 3.2 hereto, and are incorporated herein by reference.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

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Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits



2.1       Agreement and Plan of Reorganization, dated as of June 2, 2021, by and
        between United Bankshares, Inc. and Community Bankers Trust Corporation
        (incorporated by reference to Appendix A to the definitive proxy statement
        filed by Community Bankers Trust Corporation on October 6, 2021) (Listed
        disclosure schedules have been omitted pursuant to Regulation S-K Item
        601(b)(2). United Bankshares, Inc. agrees to furnish a supplemental copy
        of such schedules upon request of the Securities and Exchange
        Commission.).

3.1       Amended and Restated Articles of Incorporation (incorporated into this
        filing by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q
        dated March 31, 2017 and filed May 9, 2017 for United Bankshares, Inc.,
        File No. 002-86947).

3.2       Restated Bylaws (incorporated into this filing by reference to Exhibit
        3.1 to the Current Report on Form 8-K dated and filed on March 20, 2020
        for United Bankshares, Inc., File 002-86947).

104     The cover page from this Current Report on Form 8-K, formatted in Inline
        XBRL.




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