Item 1.01. Entry into a Material Definitive
Agreement.
First Amendment to Agreement and Plan of Reorganization
As previously reported, on August 12, 2020, Blue Ridge
Bankshares, Inc., a Virginia corporation (the “Corporation”)
entered into an Agreement and Plan of Reorganization (the “Original
Agreement”) with Bay Banks of Virginia, Inc., a Virginia
corporation (“BAYK”). Pursuant to the Original Agreement, BAYK will
merge with and into the Corporation, with the Corporation as the
surviving corporation (the “Merger”). At or immediately following
consummation of the Merger, Virginia Commonwealth Bank, the
wholly-owned Virginia chartered commercial banking subsidiary of
BAYK, will be merged with and into Blue Ridge Bank, National
Association, the Corporation’s wholly-owned national bank
subsidiary (the “Bank”), with the Bank as the surviving bank.
On November 6, 2020, the Corporation and BAYK entered into a
First Amendment to the Original Agreement (the “First Amendment”
and, together with the Original Agreement, the “Agreement”). The
First Amendment provides that, upon completion of the Merger, the
boards of the Corporation and the Bank will be fixed at 15
directors (increased from 13 directors provided for in the Original
Agreement), consisting of eight directors (increased from seven
directors provided for in the Original Agreement) to be designated
by the Corporation (including Larry Dees, the current chairman of
the board of directors of the Corporation, who will continue to
serve as chairman of the board of directors of the Corporation
following consummation of the Merger, and Brian K. Plum, the
current chief executive officer of the Corporation) and seven
directors (increased from six directors provided for in the
Original Agreement) to be designated by BAYK (including the current
chairman of the board of directors of BAYK and Randal R. Greene,
the current president and chief executive officer of BAYK).
Other than as modified by the First Amendment, the Original
Agreement remains in full force and effect as originally executed
on August 12, 2020.
The foregoing description of the First Amendment and the Original
Agreement is not complete and is qualified in its entirety by
reference to the First Amendment, which is filed as Exhibit 2.1.1
to this Current Report on Form 8-K and incorporated by reference into
this Item 1.01, and to the Original Agreement, which was filed as
Exhibit 2.1 to the Corporation’s Current Report on Form
8-K filed on
August 14, 2020.
The Agreement should not be read alone, but should instead be read
in conjunction with other information regarding the Corporation,
BAYK and their respective affiliates or their respective
businesses, the Agreement and the Merger that will be contained in
or incorporated by reference into the registration statement on
Form S-4 of the Corporation
that includes a prospectus of the Corporation and a joint proxy
statement of the Corporation and BAYK, as well as in the Forms
10-K, Forms 10-Q, Forms 8-K and other filings that the
Corporation makes with the Securities and Exchange Commission (the
“SEC”).
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 has filed a registration statement on Form S-4 and other documents regarding the
proposed transaction with the SEC to register the shares of the
Corporation’s common stock to be issued to the shareholders of
BAYK. The registration statement includes 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.
