Blue Ridge Bankshares to Hold Special Meeting for Share Issuance and Charter Amendment

TL;DR

<b>Blue Ridge Bankshares is holding a special virtual meeting on March 6, 2024, to vote on a significant stock issuance and an increase in authorized shares.</b>

AI Summary

BLUE RIDGE BANKSHARES, INC. (BRBS) filed a Proxy Statement (DEF 14A) with the SEC on January 24, 2024. Special Meeting scheduled for March 6, 2024, at 10:00 a.m. ET, conducted virtually. Shareholders will vote on approving the issuance of common stock exceeding 20% of outstanding shares in a private placement. Proposal to amend articles of incorporation to increase authorized common stock from 50,000,000 to 150,000,000 shares. The meeting includes an Adjournment Proposal to allow more time for soliciting proxies or approvals. Approval of the Capital Raise Proposal requires a majority of votes cast; the Articles Amendment Proposal needs over two-thirds of outstanding shares.

Why It Matters

For investors and stakeholders tracking BLUE RIDGE BANKSHARES, INC., this filing contains several important signals. The proposed stock issuance and increase in authorized shares could significantly dilute existing shareholders' ownership percentages. Shareholder approval is critical for the company to raise capital through a private placement and to facilitate future growth or transactions.

Risk Assessment

Risk Level: medium — BLUE RIDGE BANKSHARES, INC. shows moderate risk based on this filing. The company is seeking shareholder approval for a significant stock issuance (over 20% of outstanding shares) and a substantial increase in authorized shares, which could dilute existing shareholders and requires a supermajority vote for one proposal.

Analyst Insight

Shareholders should carefully review the terms of the private placement and the potential dilution before voting on the Capital Raise and Articles Amendment Proposals.

Key Numbers

• March 6, 2024 — Special Meeting Date (Date of the Special Meeting of Shareholders.)
• 10:00 a.m. Eastern Time — Special Meeting Time (Time of the Special Meeting of Shareholders.)
• 20% — Minimum Stock Issuance Threshold (Percentage of outstanding shares to be issued in the private placement.)
• 50,000,000 — Current Authorized Shares (Existing number of authorized common stock shares.)
• 150,000,000 — Proposed Authorized Shares (New proposed number of authorized common stock shares.)
• Majority of votes cast — Capital Raise Proposal Approval Threshold (Required voting percentage for the Capital Raise Proposal.)
• More than two-thirds of the outstanding shares — Articles Amendment Proposal Approval Threshold (Required voting percentage for the Articles Amendment Proposal.)

Key Players & Entities

• BLUE RIDGE BANKSHARES, INC. (company) — Registrant and filer of the proxy statement.
• March 6, 2024 (date) — Date of the Special Meeting of Shareholders.
• NYSE American (company) — Exchange whose Company Guide requirements are being followed for the capital raise.
• 50,000,000 (dollar_amount) — Current number of authorized shares of common stock.
• 150,000,000 (dollar_amount) — Proposed new number of authorized shares of common stock.

Forward-Looking Statements

• Shareholders will likely approve the Capital Raise Proposal. (BLUE RIDGE BANKSHARES, INC.) — medium confidence, target: March 6, 2024

FAQ

Risk Factors

• Approval of Capital Raise and Articles Amendment Proposals [medium — financial]: Shareholder approval is required for the issuance of shares representing over 20% of outstanding stock and to increase authorized shares, with specific voting thresholds that may be difficult to meet.

Key Dates

• 2024-03-06: Special Meeting of Shareholders — Shareholders will vote on key proposals including a capital raise and charter amendment.

Key Financial Figures

• $150 million — ivate Placement), for gross proceeds of $150 million. For more information about the terms o
• $20 million — intend to conduct a rights offering for $20 million that will allow our then shareholders,
• $2.50 — our common stock at a purchase price of $2.50 per share (the Rights Offering). You
• $46.0 million — e months of 2023 reflects a net loss of $46.0 million due primarily to increases in the Compa
• $35,000 — n of proxies for a fee of approximately $35,000, plus reimbursement of certain expenses
• $7.3 million — onnection with the Written Agreement of $7.3 million for the nine months ended September 30,
• $7.4 million — ine months ended September 30, 2023 and $7.4 million for the year ended December 31, 2022. W

Filing Documents

• d707523ddef14a.htm (DEF 14A) — 798KB
• g707523dsp001.jpg (GRAPHIC) — 245KB
• g707523dsp002.jpg (GRAPHIC) — 145KB
• g707523g07b53.jpg (GRAPHIC) — 21KB
• g707523g17b08.jpg (GRAPHIC) — 51KB
• g707523g49z31.jpg (GRAPHIC) — 38KB
• g707523g53p75.jpg (GRAPHIC) — 27KB
• 0001193125-24-013863.txt (&nbsp;) — 1514KB

From the Filing

DEF 14A 1 d707523ddef14a.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 BLUE RIDGE BANKSHARES, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 January 20, 2024 Dear Fellow Shareholders: You are cordially invited to attend the Special Meeting of Shareholders (the Special Meeting) of Blue Ridge Bankshares, Inc. (the Company) on March 6, 2024, at 10:00 a.m. Eastern Time. The Companys Board of Directors has determined that the Special Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Special Meeting online and vote your shares electronically by visiting www.meetnow.global/MV7CU5Q. At the meeting, you will be asked to consider and vote on the following proposals: 1. To approve the issuance of shares of the Companys common stock representing more than 20% of the outstanding shares of the Companys common stock, including upon the exercise of certain warrants to be issued by the Company, in each case, in a private placement as more fully described in the accompanying proxy statement, in accordance with the requirements of the NYSE American Company Guide (the Capital Raise Proposal); 2. To approve an amendment to the Companys articles of incorporation to increase the number of authorized shares of the Companys common stock from 50,000,000 to 150,000,000 (the Articles Amendment Proposal); and 3. To adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve the Capital Raise Proposal or the Articles Amendment Proposal (the Adjournment Proposal). Your attention is directed to the proxy statement accompanying this letter for a more complete statement of matters to be considered at the Special Meeting. You may vote your shares through the Internet, by telephone, by regular mail, or virtually at the Special Meeting. Your vote is important. Approval of the Capital Raise Proposal requires approval by a majority of votes cast at the Special Meeting, and approval of the Articles Amendment Proposal requires approval by more than two-thirds of the outstanding shares of the Companys common stock. Our Board of Directors unanimously recommends that you vote FOR approval of the Capital Raise Proposal, FOR approval of the Articles Amendment Proposal, and FOR approval of the Adjournment Proposal. Please take time to vote now so that your shares are represented at the meeting, whether or not you plan to participate in the Special Meeting. We appreciate your continued support. Sincerely, G. William Beale President and Chief Executive Officer BLUE RIDGE BANKSHARES, INC. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To Our Shareholders: The Special Meeting of Shareholders (the Special Meeting) of Blue Ridge Bankshares, Inc. (the Company) will be held on March 6, 2024, at 10:00 a.m. Eastern Time. The Special Meeting will be conducted exclusively as a virtual meeting of shareholders via online live webcast. You will be able to attend and participate in the Special Meeting online and vote your shares electronically by visiting www.meetnow.global/MV7CU5Q. At the meeting, you will be asked to consider and vote on the following proposals: 1. To approve the issuance of shares of the Companys common stock representing more than 20% of the outstanding shares of the Companys common stock, including upon the exercise of certain warrants to be issued by the Company, in each case, in a private placement as more fully described in the accompanying proxy statement, in accordance with the requirements of the NYSE American Company Guide (the Capital Raise Proposal); 2. To approve an amendment to the Companys articles of incorporation to increase the number of authorized shares of the Companys common stock from 50,000,000 to 150,000,000 (the Articles Amendment Proposal); and 3. To adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve the Capital Raise Proposal or the Articles Amendment Proposal (the Adjournment Proposal). Only shareholders of record at the close of business on Jan

View Full Filing

View this DEF 14A filing on SEC EDGAR