February 25, 2008
Mail-Stop 4561
Mr. Gary A. Simanson
President and Chief Executive Officer
Community Bankers Acquisition Corp.
9912 Georgetown Pike, Suite D-203
Great Falls, Virginia 22066
Re: Community Bankers Acquisition Corp.
Amendment No. 1 to Form S-4
Filed February 19, 2008
File No. 333-148675
Dear Mr. Simanson:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing. We look forward to working
with you in these respects. We welcome any questions you may have
about our comments or any other aspect of our review. Feel free
to
call us at the telephone numbers listed at the end of this letter.
Form S-4
General
1. As previously requested, please disclose the financial
projections
given by TransCommunity to Keefe, Bruyette.
2. Please advise the staff about the sources of the EPS numbers
used
in the various analyses prepared by the financial advisors.
Certain Benefits of Directors and Officers of Community
Bankers....,
page 18
3. Revise the last bullet to disclose the (range of) termination
fees
and that they will be paid out of the trust funds if sufficient
operating funds are unavailable.
Risk Factors
TransCommunity could be negatively impacted...., page 22
4. Supplementally confirm no exposure to subprime lending, e.g.
TransCommunity has not originated or purchased such loans.
Satisfaction of 80% Requirement, page 57
5. Revise to disclose that an independent valuation was neither
received nor sought.
Exhibits 8.1 and 8.2
6. Revise the last paragraphs of both opinions to eliminate the
restriction as to whom can rely on the opinion.
Information about TransCommunity Financial Corporation
Recent Developments, page 120
7. We note that you recorded a $3.3 million deferred tax asset in
fourth quarter 2007 related to net operating loss carry forwards.
Please address the following:
* Based on your history of net losses, please disclose how you
determined that the entire deferred tax asset is expected to be
realized in future periods;
* Please disclose what factors influenced the timing of your
decision
to recognize a significant deferred tax asset in fourth quarter
2007.
Specifically address whether recognition of the deferred tax asset
was related to your impending merger with Community Bankers
Acquisition Corporation and why a portion of your deferred tax
asset
was not recognized in prior periods.
TransCommunity Financial Corporation Audited Financial Statements
Note 14, Selected Financial Data for Discontinued Operations, page
F-
61
8. We reviewed your response to our prior comment 50 regarding the
dissolution of your two business segments, Main Street Mortgage
and
Financial Services. Dissolution of a segment may or may not
result
in abandonment of the underlying assets. Please revise to provide
an
expanded discussion of how the underlying assets for each segment
were treated upon dissolution, clarifying how you determined the
segments should be accounted for as discontinued operations.
Refer
to paragraphs 27 and 42 of SFAS 144 for guidance.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
??should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
??the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
??the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in connection with our review
of
your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the
securities specified in the above registration statement. We will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
The accounting staff are reviewing the accounting responses
and
may have additional comments based upon their review. Any
questions
regarding the accounting comments may be directed to Brittany
Ebbertt
at (202) 551-3572 or Kevin Vaughn at (202) 551-3437. All other
questions may be directed to Michael Clampitt at (202) 551-3434 or
to
me at (202) 551-3698.
Sincerely,
Mark Webb
Branch Chief
Financial Services Group
CC: Jonathan H. Talcott, Esq.
Nelson Mullins Riley & Scarborough LLP
101 Constitution Avenue, N.W., Suite 900
Washington, DC 20001
Phone (202) 712-2806
Facsimile (202) 712-2867
Mr. Gary A. Simanson
Community Bankers Acquisition Corp.
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