| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 15, 2019, Blue Ridge Bankshares, Inc. (“Blue Ridge”) completed its acquisition of Virginia Community Bankshares, Inc. (“VCB”). The merger of VCB with and into Blue Ridge (the “Merger”) was effected pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated as of May 13, 2019, between Blue Ridge and VCB, and a related Plan of Merger (together, the “Merger Agreement”). Immediately after the Merger, Virginia Community Bank, VCB’s wholly-owned bank subsidiary, merged with and into Blue Ridge Bank, National Association (“Blue Ridge Bank”), Blue Ridge’s wholly-owned bank subsidiary.
Pursuant to the Merger Agreement, former holders of shares of VCB common stock had the right to elect to receive either $58.00 in cash or 3.05 shares of Blue Ridge common stock for each share of VCB common stock held. Shareholder elections are subject to adjustment so that 60% of the shares of VCB common stock are exchanged for Blue Ridge common stock and 40% of the shares of VCB common stock are exchanged for cash. Each share of common stock of Blue Ridge outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.
This description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference to Exhibit 2.1 to this Current Report on Form8-K. A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Merger Agreement and effective as of the date of the Merger, A. Pierce Stone, Andrew C. Holzwarth, and Mark W. Sisk, former members of the VCB board of directors, were appointed to the boards of directors of Blue Ridge and Blue Ridge Bank. They will serve until the 2020 annual meeting of shareholders of Blue Ridge, at which time each will stand for election to serve in one of the Blue Ridge board’s three classes of directors. As of the date of this report, Messrs. Stone, Holzwarth, and Sisk have not been appointed to any committee of Blue Ridge’s board.
Messrs. Stone, Holzwarth, and Sisk will be compensated at the same rate as other members of the boards of directors of Blue Ridge and Blue Ridge Bank.Non-employee members of the boards of directors of Blue Ridge and Blue Ridge Bank currently receive a $7,200 annual retainer, with the exception of the Chairman, who receives a $12,000 annual retainer. They also receive $600 for each regular meeting of the Blue Ridge board attended, and $250 for each committee meeting attended, with the committee chairmen receiving $400. Additionally, directors receive $500 for attending any special meeting of the Blue Ridge board.
