Item 1.01. Entry into a Material Definitive Agreement.
Agreement and Plan of Reorganization
As previously reported, on August 12, 2020, Bay Banks of Virginia, Inc. ("Bay
Banks") entered into an Agreement and Plan of Reorganization (the "Original
Agreement") with Blue Ridge Bankshares, Inc. ("Blue Ridge"). Pursuant to the
Original Agreement, Bay Banks will merge with and into Blue Ridge, with Blue
Ridge 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 Bay Banks, will be merged
with and into Blue Ridge Bank, National Association, Blue Ridge's wholly-owned
national bank subsidiary ("Blue Ridge Bank"), with Blue Ridge Bank as the
surviving bank.
On November 6, 2020, Blue Ridge and Bay Banks 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 directors of Blue Ridge and Blue Ridge 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 Blue Ridge
(including Larry Dees, the current chairman of the board of directors of Blue
Ridge, who will continue to serve as chairman of the board of directors of Blue
Ridge following consummation of the Merger, and Brian K. Plum, the current
president and chief executive officer of Blue Ridge) and seven directors
(increased from six directors provided for in the Original Agreement) to be
designated by Bay Banks (including C. Frank Scott, III, the current chairman of
the board of directors of Bay Banks and Randal R. Greene, the current president
and chief executive officer of Bay Banks).
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 Bay Banks's Current Report on Form
8-K filed on August 17, 2020.
The Agreement should not be read alone, but should instead be read in
conjunction with other information regarding Blue Ridge, Bay Banks 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 Blue Ridge that includes a preliminary
prospectus of Blue Ridge and a preliminary joint proxy statement of Blue Ridge
and Bay Banks, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other
filings that Bay Banks makes with the Securities and Exchange Commission (the
"SEC").
Additional Information About the Merger and Where to Find It
In connection with the proposed merger, Blue Ridge has filed with the SEC a
registration statement on Form S-4, which includes a preliminary joint proxy
statement/prospectus. Blue Ridge and Bay Banks will deliver a definitive joint
proxy statement/prospectus to their respective shareholders seeking their
approval of the Merger and related matters. SECURITY HOLDERS OF BLUE RIDGE AND
BAY BANKS ARE ADVISED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS (WHEN IT BECOMES AVAILABLE) AND ANY OTHER
DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING BLUE RIDGE,
BAY BANKS AND THE PROPOSED MERGER TRANSACTION. Security holders may obtain free
copies of these documents, once they are filed, and other documents filed with
the SEC on the SEC's website at http://www.sec.gov. Security holders will also
be able to obtain these documents, once they are filed, free of charge, by
requesting them in writing from Brian K. Plum, Blue Ridge Bankshares, Inc., 17
West Main Street, Luray, Virginia 22835, or by telephone at (540) 743-6521, or
from Randal R. Greene, Bay Banks of Virginia, Inc., 1801 Bayberry Court,
Richmond, Virginia 23226, or by telephone at (804) 435-1171.
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Blue Ridge, Bay Banks and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of Blue Ridge and Bay Banks in connection with the proposed Merger.
Information about the directors and executive officers of Blue Ridge is set
forth in Blue Ridge'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 Bay Banks is set forth in Bay
Banks' 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 those persons and other persons who may be deemed
participants in the transaction may be obtained by reading the definitive joint
proxy statement/prospectus regarding the proposed Merger when it becomes
available. You may obtain free copies of each document as described in the
preceding paragraph.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
2.1.1 First Amendment, dated as of November 6, 2020, to the Agreement and
Plan of Reorganization, dated as of August 12, 2020, between Blue Ridge
Bankshares, Inc. and Bay Banks of Virginia, Inc.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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