September 4, 2019
Brian Plum
President and Chief Executive Officer
Blue Ridge Bankshares, Inc.
17 West Main Street
Luray, VA 22835
Re: Blue Ridge Bankshares, Inc.
Registration Statement on Form S-4
Filed August 8, 2019
File No. 333-233148
Dear Mr. Plum:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Form S-4 filed August 8, 2019
Cover Page
1. Please revise to disclose the aggregate value of the merger
consideration.
Summary
Conditions to Complete the Merger, page 11
2. We note the ability of either party to waive conditions to the merger.
Please disclose
whether it is the boards' intent to resolicit stockholder approval if
either party waives
material conditions.
Brian Plum
FirstName LastNameBrian Plum
Blue Ridge Bankshares, Inc.
Comapany 4, 2019
September NameBlue Ridge Bankshares, Inc.
September 4, 2019 Page 2
Page 2
FirstName LastName
Note B- Pro Forma Adjustments, page 21
3. Please revise note (o) to quantify the one-time transaction related
costs within other
expenses.
4. We note your adjustment (p) and related Note E for estimated cost
savings to be
recognized during the first year after the merger. Please remove this
adjustment, or tell us
how it is directly attributable to the transaction pursuant to the
requirements of Article 11
of Regulation S-X.
Risk Factors
Failure to maintain effective systems of internal and disclosure control...,
page 33
5. Please revise your disclosure here, or where appropriate, to clarify
your actual
responsibilities pursuant to internal controls over financial
reporting as an emerging
growth company and the circumstances under which the requirements of
section 404 of
the Sarbanes-Oxley act will apply to your business.
Blue Ridge qualifies as an "emerging growth company"..., page 34
6. Please revise your disclosure to clarify whether or not you intend to
take advantage of the
extended transition period for the adoption of new accounting guidance
afforded to
emerging growth companies. If you have elected to use the extended
transition
period you should revise this risk factor or include a separate risk
factor explaining that
this election allows you to delay the adoption of new or revised
accounting standards that
have different effective dates for public and private companies until
those standards apply
to private companies. If applicable, you should also disclose that as
a result of this
election that your financial statements may not be comparable to
companies that comply
with public company effective dates. Further you should provide a
similar statement in
your critical accounting policy disclosures on page 109. Also please
revise to reflect the
new gross revenue threshold in the definition of "emerging growth
company" found in
Rule 405 of the Securities Act of 1933 following inflation adjustments
effective April 12,
2017. Refer to SEC Release 33-10332 for guidance.
7. As a related matter, since you are also a smaller reporting company,
please add a separate
risk factor disclosing that even if you no longer qualify as an
emerging growth
company, you may still be subject to reduced reporting requirements so
long as you are a
smaller reporting company.
The Merger
Background of the Merger, page 49
8. Please discuss in greater detail the specific criteria used by the VCB
Board to select
the "top four proposals" from the 10 proposals that were received.
Brian Plum
Blue Ridge Bankshares, Inc.
September 4, 2019
Page 3
9. Please briefly explain the basis for the VCB Board's conclusion that
the Blue Ridge
proposal represented the "better combination of high valuation and low
execution risk
relative to the other proposals," as your disclosure at the bottom of
page 50 appears to
indicate.
10. On page 51, you disclose that from May 4, 2019 through May 13, 2019,
the parties
exchanged drafts and negotiated changes to the draft merger agreement
in order to resolve
"all open issues." Please revise to briefly describe such issues.
Certain Unaudited Prospective Financial Information, page 70
11. In the third paragraph on page 71, you state that the inclusion of the
unaudited prospective
financial information should not be deemed an admission or
representation by Blue Ridge
or VCB that it is viewed as material information. Similarly, at the
end of the same
paragraph you state that such information is "not being included to
influence your
decision whether to vote for the merger proposals, but is being
provided solely because it
was made available to Raymond James or Sandler O'Neill in connection
with the
merger." These statements unduly limit a shareholder's reliance on the
registration
statement disclosures. Please remove or revise as appropriate.
Executive Compensation
Annual Cash Incentive Plan, page 107
12. Please file the Annual Cash Incentive Plan as an exhibit to the
registration statement. See
Item 601(b)(10)(iii)(A) of Regulation S-K.
Information About VCB
Directors of VCB, page 128
13. Please revise to identify each director of VCB that will serve as a
director of Blue Ridge
that is independent under applicable independence standards pursuant
to Item 407(a) of
Regulation S-K.
Blue Ridge Bankshares, Inc.
Notes to the Consolidated Financial Statements for the years ended December 31,
2018 and 2017
Note 1. Nature of Operations and Significant Accounting Policies
Earnings per Share, page F-13
14. We note your employee compensation includes restricted stock awards.
Please tell us
FirstName LastNameBrian Plum 260-10-55 paragraphs 23 through 31 in your
earnings per share
how your considered ASC
Comapany NameBlue Ridge Bankshares, Inc.
calculation and your conclusions regarding whether there were any
participating
securities.
September 4, 2019 Page 3
FirstName LastName
Brian Plum
FirstName LastNameBrian Plum
Blue Ridge Bankshares, Inc.
Comapany 4, 2019
September NameBlue Ridge Bankshares, Inc.
Page 4
September 4, 2019 Page 4
FirstName LastName
Notes to Consolidated Financial Statements for the three months ended March 31,
2019 and
2018
Note 10 Business Segments, page F-60
15. Please revise your disclosures to provide comparable data for the
preceding year. See
ASC 280-10-50-33 in this regard.
Exhibits
16. We note that each counsel appears to be delivering a short-form tax
opinion, filed
respectively as Exhibits 8.1 and 8.2, which references the opinion as
stated in the
prospectus. Accordingly, please revise your disclosure to remove any
implication that the
tax consequences of the merger transaction are uncertain (i.e., the
statement in the second
paragraph on page 78 that the parties "believe that the merger will
qualify as a
'reorganization'" and the related assumption at the end of the same
paragraph) and instead
provide a firm conclusion regarding the material tax consequences to
investors. Please
also clearly state that the discussion of the material U.S. federal
income tax consequences
represents the opinion of each counsel. Alternatively, please have
each counsel revise to
provide a long-form opinion. Please refer to Section III.B.2 of Staff
Legal Bulletin No. 19
for guidance.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Lory Empie, Staff Accountant, at (202) 551-3714 or
Michael
Henderson, Staff Accountant, at (202) 551-3364 if you have questions regarding
comments on
the financial statements and related matters. Please contact David Lin, Staff
Attorney, at (202)
551-3552 or Michael Clampitt, Senior Counsel, at (202) 551-3434 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Financial Services