FVCBankcorp, Inc 8-K, filed Jan 20, 2022
FVCBankcorp, Inc. (FVCB)
About this 8-K
FVCBankcorp, Inc filed this 8-K on January 20, 2022.
Items reported
- Item 1.02: Ended a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, on July 14, 2021, FVCBankcorp, Inc. (the “Company”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Blue Ridge Bankshares, Inc. (“BRBS”). Pursuant to the terms of the Merger Agreement, and subject to the conditions therein, the Company would be merged with and into BRBS.
On January 20, 2022, the Company and BRBS entered into a Mutual Termination Agreement (the “Termination Agreement”) pursuant to which the parties mutually agreed to terminate the Merger Agreement. Each party will bear its own costs and expenses in connection with the terminated transaction, and neither party will pay a termination fee in connection with the termination of the Merger Agreement. The Termination Agreement also mutually releases the parties from any claims of liability to one another relating to the merger transaction.
The foregoing descriptions of the Merger Agreement and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 15, 2021, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
On January 20, 2022, FVCB and BRBS issued a joint press release relating to the Termination Agreement, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Mutual Termination Agreement, dated as of January 20, 2022, between Blue Ridge Bankshares, Inc. and FVCBankcorp, Inc. |
| 99.1 | Joint Press Release, dated January 20, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FVCBANKCORP, INC. (Registrant) | ||
| Date: January 20, 2022 | By: | /s/Jennifer L. Deacon |
| Jennifer L. Deacon | ||
| Executive Vice President and Chief Financial Officer | ||
Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This MUTUAL TERMINATION AGREEMENT (the “Agreement ”) is made and entered into as of January 20, 2022, between BLUE RIDGE BANKSHARES, INC., a Virginia corporation (“BRBS”), and FVCBANKCORP, INC., a Virginia corporation (“FVCB”).
RECITALS
WHEREAS, BRBS and FVCB have entered into that certain Agreement and Plan of Reorganization, dated as of July 14, 2021 (the “Merger Agreement”). Any capitalized term used but not otherwise defined herein shall have the meaning set forth in the Merger Agreement.
WHEREAS, Section 7.1(a) of the Merger Agreement provides that the Merger Agreement may be terminated by the mutual consent in writing of BRBS and FVCB.
WHEREAS, the Boards of Directors of BRBS and FVCB have determined that it is in the best interests of their respective companies and their respective shareholders to terminate the Merger Agreement in accordance with the terms hereof.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
1. The parties hereto mutually agree to terminate the Merger Agreement, effective as of the execution of this Agreement, such agreement constituting the requisite mutual agreement and written consent required to terminate the Merger Agreement pursuant to Section 7.1(a) of the Merger Agreement and otherwise as may be required pursuant to applicable law.
2. BRBS and FVCB each agree that the Merger Agreement is hereby and forthwith void and without effect, and notwithstanding anything in the Merger Agreement (including Section 7.2 thereof) to the contrary, none of BRBS, FVCB, any of their respective affiliates or any of the officers or directors of any of them shall have any liability of any nature whatsoever under the Merger Agreement or in connection with the transactions contemplated by the Merger Agreement or the termination thereof, except that Section 5.2(c) of the Merger Agreement and the Confidentiality Agreement (as amended as set forth herein) shall survive such termination of the Merger Agreement.
3. The joint press release of BRBS and FVCB announcing the termination of the Merger Agreement pursuant to this Agreement is set forth on Exhibit A hereto. Each party agrees that the press release will be jointly issued at 5:00 p.m., Eastern Time, on January 20, 2022. For a period of two (2) years from and after the date of this Agreement, neither party shall make any public statements regarding the transactions contemplated by the Merger Agreement or the termination of the Merger Agreement, except for statements that are consistent with those set forth in such press release, in the joint press release of BRBS and FVCB issued on November 4, 2021, or as required by applicable law.
4. Other than as BRBS or FVCB may determine is factually accurate and, based on advice of counsel, necessary (a) to respond to any legal or regulatory process or proceeding or (b) to give testimony or file any documents in any legal or regulatory proceeding, each of BRBS and FVCB, on behalf of itself and its Subsidiaries, officers and directors, agrees that for a period of two (2) years from and after the date of this Agreement, it will not, and will not authorize, induce or encourage any other person to, directly or indirectly, make any public or private statements or other communications that disparage, denigrate or malign the other party or its Subsidiaries or Representatives.
5. Within ten (10) business days of the date of this Agreement, each party shall redeliver to the other party or destroy all Evaluation Material (as defined in the Confidentiality Agreement) of the other party subject to and in accordance with paragraph 3 of the Confidentiality Agreement. Paragraph 8 of the Confidentiality Agreement is hereby amended as follows: the phrase “twelve (12) months from the date of this agreement” is deleted and replaced in its entirety with the phrase “twelve (12) months from the date of the Mutual Termination Agreement, dated as of January 20, 2022, between the parties”.
6. Each party hereby represents and warrants to the other party that (a) such party has full corporate power and authority to execute and deliver this Agreement, (b) the execution and delivery of this Agreement, the termination of the Merger Agreement and consummation of the other transactions contemplated hereby have been duly and validly approved by the Board of Directors of such party, (c) no other corporate proceedings on the part of such party are necessary to approve this Agreement or the termination of the Merger Agreement or to consummate the other transactions contemplated hereby and (d) this Agreement has been duly executed and delivered by such party and assuming due authorization, execution and delivery of this Agreement by the other party, this Agreement is a valid and legally binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of rights of creditors or by general principles of equity.
7. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto and duly approved by the parties’ respective Boards of Directors. Any agreement on the part of a party hereto to any extension or waiver of the Agreement shall be valid only if set forth in a written instrument signed on behalf of such party, but such extension or waiver or failure to insist on strict compliance with an obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
8. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expense.
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9. BRBS and FVCB have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by BRBS and FVCB, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of a provision of this Agreement. When a reference is made in this Agreement to Sections or Exhibits, such reference shall be to a Section or an Exhibit of this Agreement unless otherwise indicated. Whenever the word “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive. As used herein, the term “person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Authority or other entity of any kind or nature.
10. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by BRBS or FVCB (whether by operation of law or otherwise) without the prior written consent of the other (which may be withheld by such other party in its sole discretion). Any purported assignment in contravention hereof shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by BRBS, FVCB and their respective successors and assigns. This Agreement (including the documents and instruments referred to herein) is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.
11. This Agreement, including the exhibits hereto, and the Confidentiality Agreement contain the entire agreement between BRBS and FVCB with respect to the matters referenced herein and, except as specifically set forth herein, supersedes all prior arrangements or understandings with respect thereto.
12. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia without regard to the conflict of law principles thereof. The parties hereby consent and submit to the exclusive jurisdiction and venue of any state or federal court located in the Commonwealth of Virginia.
13. All notices, requests and other communications given or made under this Agreement must be in writing and will be deemed given (a) when personally delivered or delivered by e-mail (with confirmation); (b) on the date received if sent by commercial overnight delivery service; or (c) on the third business day after being mailed by registered or certified mail (return receipt requested) to the persons and addresses set forth below or such other place as such party may specify by notice.
If to BRBS:
Brian K. Plum
President and Chief Executive Officer
Blue Ridge Bankshares, Inc.
1807 Seminole Trail
Charlottesville, Virginia 22911
E-mail: bplum@mybrb.com
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with a copy to:
Scott H. Richter
Williams Mullen
200 S. 10th Street, Suite 1600
Richmond, Virginia 23219
E-mail: srichter@williamsmullen.com
If to FVCB:
David W. Pijor
Chairman and Chief Executive Officer
FVCBankcorp, Inc.
11325 Random Hills Rd., Suite 240
Fairfax, Virginia 22030
E-mail: dpijor@fvcbank.com
with a copy to:
Gregory F. Parisi
Troutman Pepper Hamilton Sanders LLP
401 9th Street, NW, Suite 1000
Washington, DC 20004
E-mail: gregory.parisi@troutman.com
14. This Agreement may be executed in any number of counterparts, each of which shall be an original, but such counterparts together shall constitute one and the same agreement. This Agreement may be executed by facsimile signature or other electronic transmission signature and such signature shall constitute an original for all purposes.
15. Each party hereto acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation, directly or indirectly, arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) it understands and has considered the implications of this waiver and (b) it makes this waiver voluntarily.
16. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and, accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief.
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17. In the event that any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provisions hereof. Any provision of this Agreement held invalid or unenforceable only in part or degree shall remain in full force and effect to the extent not held invalid or unenforceable. Further, the parties agree that a court of competent jurisdiction may reform any provision of this Agreement held invalid or unenforceable so as to reflect the intended agreement of the parties hereto.
[Signature Page Follows ]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
| BLUE RIDGE BANKSHARES, INC. | ||
| By: | /s/ Brian K. Plum | |
| Brian K. Plum | ||
| President and Chief Executive Officer | ||
| FVCBANKCORP, INC. | ||
| By: | /s/David W. Pijor | |
| David W. Pijor | ||
| Chairman and Chief Executive Officer | ||
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Exhibit A
Joint Press Release
[See attached]
Exhibit 99.1
 |
 |
Blue Ridge Bankshares and FVCBankcorp Mutually Agree to Terminate Merger Agreement
CHARLOTTESVILLE, Virginia and FAIRFAX, Virginia – January 20, 2022 – Blue Ridge Bankshares, Inc. (NYSEAM: BRBS) (“Blue Ridge”), the parent company of Blue Ridge Bank, National Association, and FVCBankcorp, Inc. (NASDAQ: FVCB) (“FVCB”), the parent company of FVCbank, jointly announced today a mutual agreement to terminate their merger agreement, previously announced on July 14, 2021, pursuant to which the companies had agreed to combine in an all-stock merger of equals transaction.
The termination was approved by both companies’ boards of directors after careful consideration of the proposed transaction, the progress made towards completing the merger, and the companies’ ability to fully realize the benefits they expected to achieve through the merger.
In a joint statement, Brian K. Plum, President and Chief Executive Officer of Blue Ridge, and David W. Pijor, Chairman and Chief Executive Officer of FVCB, said, “Our boards of directors mutually concluded after careful consideration that it would not be prudent to continue to pursue the proposed merger of our companies. The termination of the merger agreement positions both companies to focus on the consistent growth and value creation they have each delivered through the years.”
The parties have agreed that each company will bear its own costs and expenses in connection with the terminated transaction, and that neither party will pay any termination fee as a result of the mutual decision to terminate the merger agreement.
About Blue Ridge
Blue Ridge Bankshares, Inc. is the holding company for Blue Ridge Bank, National Association. Blue Ridge, through its subsidiaries and affiliates, provides a wide range of financial services including retail and commercial banking, payroll, insurance, card payments, wholesale and retail mortgage lending, and government-guaranteed lending. Blue Ridge also provides investment and wealth management services and management services for personal and corporate trusts, including estate planning, and trust administration. Visit www.mybrb.com for more information.
About FVCB
FVCBankcorp, Inc. is the holding company for FVCbank, a wholly-owned subsidiary that commenced operations in November 2007. FVCbank is a $2.00 billion asset-sized Virginia-chartered community bank serving the banking needs of commercial businesses, nonprofit organizations, professional service entities, their owners and employees located in the greater Baltimore and Washington D.C., metropolitan areas. FVCbank is based in Fairfax, Virginia, and has 10 full-service offices in Arlington, Fairfax, Manassas, Reston and Springfield, Virginia, Washington D.C., and Baltimore, Bethesda, and Rockville, Maryland.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and future performance of Blue Ridge and FVCB. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Blue Ridge’s and FVCB’s current expectations and assumptions regarding Blue Ridge’s and FVCB’s businesses, the economy, and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect Blue Ridge’s and/or FVCB’s future financial results and performance and could cause the actual results, performance or achievements of Blue Ridge and/or FVCB to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, (1) deposit attrition, operating costs, customer losses and other disruptions to the parties’ businesses as a result of the termination of the merger agreement, (2) the outcome of any legal proceedings that may be instituted against Blue Ridge and/or FVCB, (3) reputational risk and potential adverse reactions of Blue Ridge’s and/or FVCB’s customers, suppliers, employees or other business partners, including those resulting from the termination of the merger agreement, (4) general competitive, economic, political and market conditions, (5) other factors that may affect future results of FVCB and/or Blue Ridge including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities, and supervisory and other actions of bank regulatory agencies and legislative and regulatory actions and reforms, and (6) the impact of the global COVID-19 pandemic on Blue Ridge’s and/or FVCB’s businesses and/or any of the other foregoing risks.
Except to the extent required by applicable law or regulation, each of Blue Ridge and FVCB disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Blue Ridge, FVCB and factors which could affect the forward-looking statements contained herein can be found in Blue Ridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and its other filings with the Securities and Exchange Commission (the “SEC”), and in FVCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021, and its other filings with the SEC.
Blue Ridge Contact Information
Brian K. Plum
President and Chief Executive Officer
(540) 743-6521
FVCB Contact Information
David W. Pijor
Chairman and Chief Executive Officer
(703) 436-3800