Item 7.01 Regulation FD Disclosure.
On September 18, 2020, members of the management of Blue Ridge
Bankshares, Inc. (the “Corporation”) are scheduled to participate
in the Piper Sandler Virtual D.C. Bank Field Trip. A copy of the
Corporation’s presentation materials for the virtual conference is
attached as Exhibit 99.1 to this Current Report on Form
8-K and is being furnished,
not filed, under Item 7.01 of this report.
Item 8.01 Other Events.
The information relating solely to the proposed merger with Bay
Banks of Virginia, Inc. (the “Merger”) set forth on slides
20-23 in the presentation
materials furnished as Exhibit 99.1 is incorporated by reference in
this Item 8.01.
Important Information and Where to Find It:
This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy securities
of the Corporation or a solicitation of any vote or approval. The
Corporation will file a registration statement on Form S-4 and other documents
regarding the proposed transaction with the Securities and Exchange
Commission (“SEC”) to register the shares of the Corporation’s
common stock to be issued to the shareholders of Bay Banks of
Virginia, Inc. (“BAYK”). The registration statement will include a
joint proxy statement/prospectus, which will be sent to the
shareholders of the Corporation and BAYK in advance of each
company’s respective shareholder meeting that will be held to
consider the proposed Merger. Before making any voting or
investment decision investors and security holders are urged to
read the joint proxy statement/prospectus and any other relevant
documents to be filed with the SEC in connection with the proposed
transaction because they contain important information about the
Corporation, BAYK and the proposed Merger. Shareholders are also
urged to carefully review the Corporation’s public filings with the
SEC, including, but not limited to, its Annual Reports on
Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on
Form 8-K and
proxy statements. Investors and security holders may obtain a free
copy of these documents (when available) through the website
maintained by the SEC at www.sec.gov. These documents
may also be obtained, without charge, from the Corporation at
www.mybrb.com.com under the tab “Investor Relations” or by
directing a request to Blue Ridge Bankshares, Inc., 17 West Main
Street, P.O. Box 609, Luray, Virginia 22835, Attn.: Investor
Relations. The information on the Corporation’s website is not, and
shall not be deemed to be, a part of this report or incorporated
into other filings the Corporation makes with the SEC.
The Corporation, BAYK and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of the Corporation and BAYK,
respectively, in connection with the proposed Merger. Information
about the directors and executive officers of the Corporation and
their ownership of the Corporation’s common stock is set forth in
the Corporation’s proxy statement in connection with its annual
meeting of shareholders, as previously filed with the SEC on
May 18, 2020. Information about the directors and executive
officers of BAYK and their ownership of BAYK’s common stock is set
forth in BAYK’s proxy statement in connection with its annual
meeting of shareholders, as previously filed with the SEC on
April 29, 2020. Additional information regarding the interests
of these participants and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the joint proxy statement/prospectus regarding the proposed
transaction when it becomes available.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains
forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include, but are not limited to, statements about
(i) the benefits of the Merger between the Corporation and
BAYK, including future financial and operating results, cost
savings, enhancements to revenue and accretion to reported earnings
that may be realized from the Merger; (ii) the Corporation’s
and BAYK’s plans, objectives, expectations and intentions and other
statements contained in this presentation that are not historical
facts; and (iii) other statements identified by words such as
“may”, “assumes”, “approximately”, “will”, “expects”,
“anticipates”, “intends”, “plans”, “believes”, “seeks”,
“estimates”, “targets”, “projects”, or words of similar meaning
generally intended to identify forward-looking statements. These
forward-looking statements are based upon the current beliefs and
expectations of the respective management of the Corporation and
BAYK and are inherently subject to significant business, economic
and competitive uncertainties and contingencies, many of which are
beyond the control of the Corporation and BAYK. In addition, these
forward- looking statements are subject to various risks,
uncertainties and assumptions with respect to future business
strategies and decisions that are subject to change and difficult
to predict with regard to timing, extent, likelihood and degree of
occurrence. As a result, actual results may differ materially from
the anticipated results discussed in these forward-looking
statements because of possible uncertainties.
The following factors, among others, could cause actual results to
differ materially from the anticipated results or other
expectations expressed in the forward-looking statements:
(1) the businesses of the Corporation and BAYK may not be
combined successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
(2) the expected growth opportunities or cost savings from the
Merger may not be fully realized or may take longer to realize than
expected; (3) deposit attrition, operating costs, customer
losses and business disruption following the Merger, including
adverse effects on relationships with employees and customers, may
be greater than expected; (4) the regulatory approvals
required for the Merger may not be obtained on the proposed terms
or on the anticipated schedule; (5) the shareholders of the
Corporation or BAYK may fail to approve the Merger;
(6) economic, legislative or regulatory changes, including
changes in accounting standards, may adversely affect the
businesses in which the Corporation and BAYK are engaged;
(7) the interest rate environment may further compress margins
and adversely affect net interest income; (8) results may be
adversely affected by continued diversification of assets and
adverse changes to credit quality; (9) competition from other
financial services companies in the Corporation’s and BAYK’s
markets could adversely affect operations; (10) an economic
slowdown could adversely affect credit quality and loan
originations; (11) the ongoing COVID-19 pandemic is
adversely affecting the Corporation, BAYK, and their respective
customers, employees and third-party service providers; the adverse
impacts of the pandemic on their respective business, financial
position, operations and prospects have been material, and it is
not possible to accurately predict the extent, severity or duration
of the pandemic or when normal economic and operation conditions
will return; and (12) other factors that may affect future
results of the Corporation and BAYK, including: changes in asset
quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets;
inflation; customer borrowing, repayment, investment and deposit
practices; the impact, extent and timing of technological changes;
capital management activities; and other actions of the Federal
Reserve Board and legislative and regulatory actions and reforms.
Additional factors that could cause actual results to differ
materially from those expressed in the forward-looking statements
are discussed in the Corporation’s and BAYK’s reports (such as
Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and
Current Reports on Form 8-K) filed with the SEC
and available on the SEC’s Internet site at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
