Blue Ridge Bankshares, Inc. Announces Special Meeting for Shareholder Approval of Capital Raise

TL;DR

<b>Blue Ridge Bankshares, Inc. is holding a Special Meeting on June 20, 2024, to seek shareholder approval for its $150 million capital raise and related stock issuances.</b>

AI Summary

BLUE RIDGE BANKSHARES, INC. (BRBS) filed a Proxy Statement (DEF 14A) with the SEC on May 7, 2024. Special Meeting of Shareholders for Blue Ridge Bankshares, Inc. scheduled for June 20, 2024, conducted virtually. Shareholders will vote on three proposals related to a recently closed capital raise totaling $150 million in gross proceeds. The capital raise involved issuing common stock, preferred stock, and warrants convertible into common stock. Proceeds will enable subsidiary Blue Ridge Bank, N.A. to meet regulatory capital requirements. The Board of Directors unanimously recommends voting 'FOR' all proposals.

Why It Matters

For investors and stakeholders tracking BLUE RIDGE BANKSHARES, INC., this filing contains several important signals. Shareholder approval is required to finalize the capital raise, which is crucial for meeting regulatory capital requirements and funding future growth. The proposed amendments to the articles of incorporation are necessary to accommodate the issuance of new shares resulting from the capital raise and potential conversions.

Risk Assessment

Risk Level: medium — BLUE RIDGE BANKSHARES, INC. shows moderate risk based on this filing. The company is seeking shareholder approval for significant stock issuances related to a capital raise, which introduces dilution risk and requires successful shareholder votes to proceed.

Analyst Insight

Shareholders should carefully review the proposals related to the capital raise and stock issuance, as their vote is critical for the company's regulatory compliance and future growth strategy.

Key Numbers

• 2024-06-20 — Special Meeting Date (Date of the Special Meeting of Shareholders)
• 150,000,000 — Authorized Common Shares (Proposed increase in authorized common stock)
• 50,000,000 — Current Authorized Common Shares (Current authorized common stock)
• 150,000,000 — Gross Proceeds (Total gross proceeds from the capital raise)
• 2024-04-03 — Capital Raise Close Date (Date the capital raise closed)

Key Players & Entities

• BLUE RIDGE BANKSHARES, INC. (company) — Registrant
• Blue Ridge Bank, N.A. (company) — Subsidiary bank
• June 20, 2024 (date) — Special Meeting date
• $150 million (dollar_amount) — Gross proceeds from capital raise
• April 3, 2024 (date) — Capital raise closing date
• Series B (other) — Preferred stock series
• Series C (other) — Preferred stock series

FAQ

Risk Factors

• Compliance with Regulatory Capital Requirements [medium — regulatory]: The capital raise is necessary for Blue Ridge Bank, N.A. to comply with regulatory capital requirements.
• Approval of Stock Issuance [medium — financial]: Shareholder approval is required for the issuance of common stock upon conversion of preferred stock and warrants, and for an amendment to increase authorized shares.

Key Dates

• 2024-06-20: Special Meeting of Shareholders — To vote on proposals related to the capital raise and stock issuance.
• 2024-04-03: Capital Raise Closing — The capital raise successfully closed, generating $150 million in gross proceeds.

Key Financial Figures

• $150 million — 24 for gross proceeds to the Company of $150 million. These proceeds allow the Companys subs
• $50.00 — al Preferred Stock, Series B, par value $50.00 per share (the Series B), (ii) the conv
• $2.50 — e Common Stock), at a purchase price of $2.50 per Common Share, (ii) 11,418 shares (t
• $10,000.00 — referred Stock), at a purchase price of $10,000.00 per Series B Share, (iii) 2,732 shares
• $150,000,000 — ivate Placement), for gross proceeds of $150,000,000. The Warrants were issued to each Purch
• $73,830,000 — tional gross proceeds to the Company of $73,830,000. For more information about the terms o
• $51.8 million — nce during 2023 reflected a net loss of $51.8 million due primarily to increases in the Compa
• $30,000 — n of proxies for a fee of approximately $30,000, plus reimbursement of certain expenses

Filing Documents

• d803861ddef14a.htm (DEF 14A) — 1342KB
• g803861g07b53.jpg (GRAPHIC) — 21KB
• g803861g17b08.jpg (GRAPHIC) — 51KB
• g803861g36v83.jpg (GRAPHIC) — 230KB
• g803861g49z31.jpg (GRAPHIC) — 38KB
• g803861g50t60.jpg (GRAPHIC) — 138KB
• 0001193125-24-133074.txt (&nbsp;) — 2001KB

From the Filing

DEF 14A 1 d803861ddef14a.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 May 3, 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 June 20, 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 by visiting meetnow.global/MV45WAH. At the meeting, you will be asked to consider and vote on three important proposals relating to the Companys recently announced capital raise, which closed on April 3, 2024 for gross proceeds to the Company of $150 million. These proceeds allow the Companys subsidiary bank, Blue Ridge Bank, N.A., to comply with regulatory capital requirements and represent a significant step for the Company to build a stronger platform for growth and shareholder value. In the capital raise, the Company issued a mix of common stock and preferred stock and warrants to purchase preferred stock that are convertible or exchangeable into common stock upon shareholder approval. Your vote is very important , and t he Companys Board of Directors unanimously recommends that you vote FOR approval of all p roposal s . Proposal 1 asks for approval of the issuance of shares of the Companys common stock upon the conversion or exchange of shares of the Companys recently issued Series B and Series C preferred stock and the related warrants. Proposal 2 asks for approval of 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. Proposal 3 asks for approval to adjourn the Special Meeting to a later date or dates, if necessary, to solicit additional proxies to establish a quorum or approve Proposal 1 or Proposal 2. 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, and important information concerning the proposals to be considered at the meeting. You may vote your shares through the Internet, by telephone, by regular mail, or virtually at the Special Meeting. 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 June 20, 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 meetnow.global/MV45WAH. 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 upon (i) the conversion of shares of the Companys Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series B, par value $50.00 per share (the Series B), (ii) the conversion or exchange of shares of the Companys Mandatorily Convertible Cumulative Perpetual Preferred Stock, Series C, par value $50.00 per share (together with the Series B, the Preferred Stock), and (iii) the exercise of warrants (or the conversion or exchange of all shares of Preferred Stock issued upon the exercise of such warrants) issuable by the Company, in each case, in a private placement and as more fully described in the accompanying proxy statement, in accordance with the requirements of the NYSE American Company Guide (the Conversion Proposal); 2. To approve an amendment to the

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