GLEN ALLEN, Va., Jan. 19, 2012 /PRNewswire/ -- First
Capital Bancorp, Inc. (NASDAQ: FCVA) announced today that it
intends to conduct a $17.8 million
rights offering, and that it has entered into a Standby Purchase
Agreement with Kenneth R. Lehman,
(the "Standby Purchaser") to facilitate the offering.
First Capital Bancorp intends to commence the rights offering
during the first quarter of 2012. In the rights offering,
First Capital Bancorp will offer for sale 8.9 million units for a
price of $2.00 per unit, to
stockholders as of a to-be determined future record date. Each unit
will consist of one share of common stock, and a warrant to
purchase one-half of a share of common stock for $2.00 per whole share. For each share of common
stock held as of the record date, a stockholder will receive a
nontransferable right to subscribe for up to three units in the
offering (the "Basic Subscription Privilege"). Stockholders
who exercise their Basic Subscription Privilege in full will have
the opportunity to purchase units that are not purchased by other
stockholders who exercise their Basic Subscription Privilege and by
the Standby Purchaser.
The Company has separately entered into a Standby Purchase
Agreement with the Standby Purchaser, Kenneth R. Lehman, a private investor from
Arlington, Virginia. The
Standby Purchase Agreement provides that the Standby Purchaser will
purchase 350,000 units if such units are available after
stockholders exercise their Basic Subscription Privilege. The
Standby Purchaser's obligation is conditioned on the Company's
receipt of valid subscriptions for a minimum of $5.0 million, including $1.0 million from executive officers and
directors, although the Standby Purchaser may waive these
conditions. The Standby Purchase Agreement grants the Standby
Purchaser a right of first refusal to purchase up to 4,902,432
units if available after the exercise of the Basic Subscription
Privilege, provided that immediately following the completion of
the offering the Standby Purchaser may not own more than 45% of
First Capital Bancorp's outstanding shares of common stock
(calculated as set forth in the agreement). The Standby Purchase
Agreement also limits the Standby Purchaser's ability to vote more
than 45% of the Company's outstanding shares should he acquire
greater ownership in the future. The Standby Purchaser's
purchase is conditioned upon the receipt of regulatory
approval.
John Presley, Managing Director
and CEO of First Capital Bancorp, Inc. stated, "Over the past three
years our company has been very internally focused on preserving
capital, maintaining liquidity, improving asset quality, improving
core earnings and reducing our exposure to acquisition and
development loans. We are conducting the rights offering to
improve our capital position, to accelerate our asset resolution
plan for resolving certain problem assets and to provide additional
capital for our bank subsidiary. If sufficient funds are
raised, we will also consider repaying our TARP funds. We
chose to raise capital through a rights offering to give our
current shareholders an opportunity to maintain their current level
of ownership. We are also pleased to have an investor like
Mr. Lehman willing to invest in our company."
The Company currently operates seven branches in Innsbrook,
Chesterfield Towne Center, near Willow Lawn on Staples Mill Road,
in Ashland, at Three Chopt and
Patterson in Henrico County, at the James Center in
downtown, Richmond, and in
Bon Air, Chesterfield
County.
Readers are cautioned that this press release contains
forward-looking statements made pursuant to safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on management's current
knowledge, assumptions, and analyses, which it believes are
appropriate in the circumstances regarding future events, and may
address issues that involve significant risks including, but not
limited to: changes in interest rates; changes in accounting
principles, policies, or guidelines; significant changes in general
economic, competitive, and business conditions; significant changes
in or additions to laws and regulatory requirements; and
significant changes in securities markets. Additionally, such
aforementioned uncertainties, assumptions, and estimates, may cause
actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements.
A registration statement relating to these securities has
been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective. Copies of the registration statement
may be obtained from the Securities and Exchange Commission's
website at http://www.sec.gov or by contacting the Company at First
Capital Bancorp, Inc., 4222 Cox Road, Suite 200, Glen Allen, Virginia 23060,
Attention: Investor Relations (telephone; (804)
273-1160).This press release shall not constitute an offer to sell
or the solicitation of an offer to buy shares of common stock nor
shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. The securities are not savings accounts or savings deposits,
may lose value and are not insured by the Federal Deposit Insurance
Corporation or any government agency.
First Capital Bank... Where People Matter.
SOURCE First Capital Bancorp, Inc.