SECURITIES AND EXCHANGE COMMISSION FORM S-4 Registration of securities issued in business combination transactions Filing Date: 2019-08-08 SEC Accession No. 0001193125-19-216988 (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 | Act: 33 | File No.: 333-233148 | Film No.: 191010487 540-843-5207 SIC: 6022 State commercial banks Copyright © 2019 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 August 8, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 6022 54-1470908 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or organization) Classification Code Number) Identification Number) 17 West Main Street Luray, Virginia 22835 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 Brian L. Hager Benjamin A. McCall Lawton B. Way Williams Mullen Hunton Andrews Kurth LLP 200 South 10th Street, Suite 1600 Riverfront Plaza, East Tower Richmond, Virginia 23219 951 East Byrd Street (804) 420-6000 Richmond, Virginia 23219 (804) 788-8200 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: ☐ Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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. ☐ 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) ☐ CALCULATION OF REGISTRATION FEE Proposed Proposed Amount maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered registered (1) (2) per share offering price (3) registration fee (4) Common stock, no par value 1,312,970 N/A $23,726,732 $2,876 (1) Represents the maximum number of shares of Blue Ridge Bankshares, Inc. (Blue Ridge) common stock, no par value, estimated to be issuable upon the completion of the merger of Virginia Community Bankshares, Inc. (VCB) with and into Blue Ridge pursuant to the Agreement and Plan of Reorganization, dated May 13, 2019, between Blue Ridge and VCB. (2) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act) this registration statement also covers an indeterminate number of additional shares of Blue Ridge common stock as may be issuable as a result of stock splits, stock dividends or the like. (3) Pursuant to Rule 457(f) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (a) the product of the average of the high and low prices per share of VCB common stock on August 2, 2019 ($56.27) as reported on the OTC Markets Groups Pink marketplace and the estimated maximum number of shares of VCB common stock to be received by Blue Ridge in the merger (717,471) less (b) the estimated maximum amount of cash consideration to be paid in the merger by Blue Ridge in exchange for shares of VCB common stock ($16,645,362). (4) Computed in accordance with Section 6(b) of the Securities Act. 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 © 2019 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 AUGUST 8, 2019 MERGER PROPOSED YOUR VOTE IS VERY IMPORTANT Dear Fellow Shareholders: The boards of directors of Blue Ridge Bankshares, Inc. (Blue Ridge) and Virginia Community Bankshares, Inc. (VCB) have unanimously approved a strategic merger in which VCB will merge with and into Blue Ridge. After the merger, Blue Ridge is expected to have approximately $825.9 million in assets, $646.7 million in deposits and $598.1 million in loans. We are sending you this document to ask you, as a Blue Ridge and/or VCB shareholder, to approve the merger. In the merger, each share of VCB common stock will be converted into the right to receive, at the holders election, either: $58.00 per share in cash (the cash consideration); or 3.05 shares of Blue Ridge common stock (the stock consideration). If you are a VCB shareholder, you will have the opportunity to elect the form of consideration to be received for all shares of VCB common stock held by you, subject to allocation and proration procedures set forth in the merger agreement and described in this joint proxy statement/prospectus. These allocation procedures are intended to ensure that 60% of the outstanding shares of VCB common stock will be converted into the right to receive the stock consideration and 40% of the outstanding shares of VCB common stock will be converted into the right to receive the cash consideration. If you are a VCB shareholder, the form of the consideration ultimately received by you will depend upon the election, allocation and proration procedures described in this joint proxy statement/prospectus and the choices of other VCB shareholders, and may be different from what you elect. The market value of the stock consideration that VCB 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 VCB shareholders vote on the merger. Based on the closing price of Blue Ridge common stock on May 13, 2019, the date preceding the public announcement of the merger, the stock consideration represented approximately $64.96 in value for each share of VCB common stock. Based on the closing price of Blue Ridge common stock on [●], 2019, the last practicable date before the date of this joint proxy statement/prospectus, the stock consideration represented approximately $[●] in value for each share of VCB common stock. We urge you to obtain current market quotations for Blue Ridge common stock, which is quoted on the OTC Markets Groups Pink marketplace (trading symbol BRBS) and VCB common stock, which is quoted on the OTC Markets Groups Pink marketplace (trading symbol VCBS). Based on the current number of shares of VCB common stock outstanding, Blue Ridge expects to issue 1,312,970 shares of common stock in the aggregate upon completion of the merger, with current Blue Ridge shareholders owning approximately 76.7% of Blue Ridges outstanding common stock and former shareholders of VCB owning approximately 23.3% 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 two-thirds of the outstanding shares of VCB common stock.