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BLUE RIDGE BANKSHARES, INC. Form S-4/A Filed 2020-12-09

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BLUE RIDGE BANKSHARES, INC. Form S-4/A Filed 2020-12-09 SECURITIES AND EXCHANGE COMMISSION FORM S-4/A Registration of securities issued in business combination transactions [amend] Filing Date: 2020-12-09 SEC Accession No. 0001193125-20-313857 (HTML Version on secdatabase.com) FILER BLUE RIDGE BANKSHARES, INC. Mailing Address Business Address 17 WEST MAIN STREET 17 WEST MAIN STREET CIK:842717| IRS No.: 541470908 | State of Incorp.:VA | Fiscal Year End: 1231 LURAY VA 22835 LURAY VA 22835 Type: S-4/A | Act: 33 | File No.: 333-249438 | Film No.: 201378263 540-843-5207 SIC: 6022 State commercial banks Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents As filed with the Securities and Exchange Commission on December 9, 2020 Registration No. 333-249438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BLUE RIDGE BANKSHARES, INC. (Exact name of registrant as specified in its charter) Virginia 6021 54-1470908 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or organization) Classification Code Number) Identification Number) 1807 Seminole Trail Charlottesville, Virginia 22901 Telephone: (540) 743-6521 (Address, including zip code, and telephone number, including area code, of registrants principal executive offices) Brian K. Plum President and Chief Executive Officer 17 West Main Street Luray, Virginia 22835 Telephone: (540) 743-6521 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Scott H. Richter Mark W. Jones Lee G. Lester Troutman Pepper Hamilton Sanders LLP Williams Mullen Troutman Pepper Building 200 South 10th Street, Suite 1600 1001 Haxall Point Richmond, Virginia 23219 Richmond, Virginia 23219 (804) 420-6000 (804) 697-1200 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger described herein. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐ The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to Section 8(a) of the Securities Act, may determine. Copyright © 2020 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this joint proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus is not an offer to sell or otherwise issue these securities and is not soliciting offers to buy these securities in any state or jurisdiction where such offer or sale is not permitted. PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER 9, 2020 MERGER PROPOSEDYOUR VOTE IS VERY IMPORTANT Dear Fellow Shareholders: The boards of directors of Blue Ridge Bankshares, Inc. (Blue Ridge) and Bay Banks of Virginia, Inc. (Bay Banks) have unanimously approved a strategic merger in which Bay Banks will merge with and into Blue Ridge. After the merger, Blue Ridge is expected to have approximately $2.8 billion in assets, $2.0 billion in deposits, and $2.0 billion in loans. We are sending you this document to ask you, as a Blue Ridge and/or Bay Banks shareholder, to approve the merger. In the merger, each share of Bay Banks common stock will be converted into the right to receive 0.5000 shares of Blue Ridge common stock, plus cash in lieu of any fractional shares. Although the number of shares of Blue Ridge common stock that Bay Banks shareholders will receive is fixed, the market value of the merger consideration that Bay Banks shareholders will receive will fluctuate with the market price of Blue Ridge stock and will not be known at the time the Blue Ridge and Bay Banks shareholders vote on the merger. Based on the closing price of $14.45 per share Blue Ridge common stock on August 12, 2020, the date preceding the public announcement of the merger, the merger consideration represented approximately $7.23 in value for each share of Bay Banks common stock, or $96.4 million on an aggregate basis. Based on the closing price of Blue Ridge common stock on December 8, 2020, the last practicable date before the date of this joint proxy statement/ prospectus, the merger consideration represented approximately $8.06 in value for each share of Bay Banks common stock, or $107.4 million on an aggregate basis. We urge you to obtain current market quotations for Blue Ridge common stock, which is quoted on the NYSE American (trading symbol BRBS) and Bay Banks common stock, which is quoted on the OTC Markets Groups OTCQB marketplace (trading symbol BAYK). Based on the current number of shares of Bay Banks common stock outstanding, Blue Ridge expects to issue approximately 6,664,848 shares of common stock in the aggregate upon completion of the merger, with current Blue Ridge shareholders owning approximately 46.2% of Blue Ridges outstanding common stock and former shareholders of Bay Banks owning approximately 53.8% of Blue Ridges outstanding common stock immediately following the merger. Your vote is very important. We are holding special meetings of our respective shareholders to obtain approval of the merger agreement and related plan of merger as described in this joint proxy statement/prospectus. Approval of the merger agreement and related plan of merger requires the affirmative vote of the holders of more than two-thirds of the outstanding shares of Blue Ridge common stock and at least 60% of the outstanding shares of Bay Banks common stock. Due to the ongoing coronavirus (COVID-19) pandemic and in support of the health of our shareholders, directors and employees, the special meetings will be held in a virtual meeting format via online live webcast. Please follow the instructions in this joint proxy statement/prospectus and your proxy card to attend the respective virtual meetings online. Whether or not you plan to attend the Blue Ridge or Bay Banks special meeting online, it is important that your shares be represented at the applicable meeting and your vote recorded. Please take the time to vote by completing and mailing the enclosed proxy card or by voting via the Internet or telephone using the instructions given on the proxy card. Even if you return the proxy card, you may attend the Blue Ridge or Bay Banks special meeting via the Internet and vote your shares online during the meeting. The boards of directors of Blue Ridge and Bay Banks unanimously recommend that you vote FOR approval of the merger agreement and related plan of merger and FOR the other matters to be considered at each shareholder meeting. This document, which serves as a joint proxy statement for the special meetings of Blue Ridge and Bay Banks, and as a prospectus for the shares of Blue Ridge common stock to be issued to Bay Banks shareholders in the merger, describes the special meetings, the merger, the documents related to the merger and other related matters. Please carefully read this entire joint proxy statement/prospectus, including the information in the Risk Factors section beginning on page 31 for a discussion of the risks relating to the proposed merger. Thank you for your support. Brian K. Plum Randal R. Greene President and Chief Executive Officer President and Chief Executive Officer Blue Ridge Bankshares, Inc. Bay Banks of Virginia, Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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