Blue Ridge Bankshares, Inc. (AMEX:BRBS) agreed to acquire Bay Banks of Virginia, Inc. (OTCPK:BAYK) in a merger of equals transaction on July 16, 2020. Blue Ridge Bankshares, Inc. entered into a definitive merger agreement to acquire Bay Banks of Virginia, Inc. for $97.3 million in a merger of equals transaction on August 12, 2020. The companies will combine in an all-stock merger. Bay Banks shareholders will receive 0.5 shares of Blue Ridge common stock for each share of Bay Banks common stock they own. Upon completion of the merger, Bay Banks shareholders will own approximately 54% and Blue Ridge shareholders will own approximately 46% of the combined company. Pursuant to the Agreement, Bay Banks will merge with and into Blue Ridge, with Blue Ridge as the surviving corporation. Blue Ridge will be the accounting acquirer in the transaction. At or immediately following consummation of the Merger, Virginia Commonwealth Bank, the wholly-owned subsidiary of Bay Banks, will be merged with and into Blue Ridge Bank, National Association, Blue Ridge's wholly-owned national bank subsidiary, with Blue Ridge Bank as the surviving bank. The combined company will operate under the name “Blue Ridge Bankshares, Inc.” and subsidiary operate under the name “Blue Ridge Bank, N.A.” and will trade under the ticker symbol "BRBS" on the NYSE American stock exchange. In case of termination of the agreement under certain circumstances, Bay Banks of Virginia and Blue Ridge would be required to pay each other, a termination of $4 million.

The combined Board will comprise of 13 members and would include 7 members from Blue Ridge Bankshares and 6 from Bay Banks of Virginia. Brian K. Plum, Chief Executive Officer of Blue Ridge, will continue as Chief Executive Officer of the combined company. Randal R. Greene, Chief Executive Officer of Bay Banks, will become the President and Chief Operating Officer of the combined company and Chief Executive Officer of Blue Ridge Bank. Judy C. Gavant, the current Chief Financial Officer of Bay Banks, will become the Chief Financial Officer of the combined company, and Amanda Story, the current Chief Financial Officer of Blue Ridge, will become Chief Accounting Officer. Jim McCarty, the current Chief Administrative Officer of Blue Ridge, will continue in that role for the combined company. The combined company Board will also include the current Chairmen and Chief Executive Officers of the companies. Larry Dees, the current Chairman of the board of directors of Blue Ridge, will continue to serve as Chairman of the board of directors of resulting issuer. C. Frank Scott, III, the current Chairman of the board of directors of Bay Banks and Randal R. Greene, the current President and Chief Executive Officer of Bay Banks will serve on the board of the resulting issuer. Blue Ridge intents to select Robert S. Janney, William W. Stokes, Hunter H. Bost, Mensel D. Dean, Carolyn J. Woodruff and Andrew C. Holzwarth as the Blue Ridge directors to continue as directors of Blue Ridge and Blue Ridge Bank. In addition, Bay Banks currently intends to select Elizabeth H. Crowther, Richard A. Farmar, III, Julien G. Patterson, Randolph N. Reynolds, Jr. and Vance H. Spilman as the additional Bay Banks directors to be appointed as directors of Blue Ridge and Blue Ridge Bank. The holding company will be headquartered in Charlottesville, Virginia, and the subsidiary bank will be headquartered in Richmond, Virginia. As of November 6, 2020, first amendment to the transaction has been made under which the combined Board will comprise of 15 members now, consisting 8 members from Blue Ridge Bankshares and 7 from Bay Banks of Virginia.

The transaction is subject to customary closing conditions, including regulatory approvals, and approval from the shareholders of Blue Ridge and Bay Banks and the shares of the Continuing Corporation Common Stock to be issued to the holders of Bay Banks Common Stock upon consummation of the merger shall have been authorized for listing on the NYSE American market, subject to official notice of issuance. The registration statement shall have been declared effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and be in effect and no proceedings for that purpose shall have been initiated by the SEC and not withdrawn and the receipt by Blue Ridge from Troutman Pepper and the receipt by Bay Banks from Williams Mullen of written legal opinions to the effect that the merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Code. The transaction has been unanimously approved by the Boards of Directors of both Blue Ridge and Bay Banks. As of December 28, 2020, all required bank regulatory approvals have been received. Blue Ridge and Bay Banks will convene meetings of their respective shareholders on January 21, 2021 to vote on the merger. As of January 21, 2021, shareholders of both Blue Ridge and Bay Banks approved the transaction. The transaction is expected to close in the first quarter of 2021. The transaction is projected to deliver significant earnings accretion to both companies in 2021, assuming 75% cost savings are phased in, and will result in excess of 7% tangible book value accretion to the surviving currency for Blue Ridge. The transaction will also be accretive to ROAA and ROATCE with pro forma estimates of approximately 1.2% and 15% in 2010, respectively.

Raymond James & Associates, Inc. acted as financial advisor and fairness opinion provider for Blue Ridge, and Mark Windon Jones, Lynda Crouse, Richard Gerakitis, Robert Friedman and Jeff Banish of Troutman Pepper Hamilton Sanders LLP acted as legal advisors to Blue Ridge. Piper Sandler & Co. acted as financial advisor and fairness opinion provider, and Scott H. Richter, Lee G. Lester, Nona K. Massengill, J. Conrad Garcia and Anna K. Derewenda of Williams Mullen acted as legal advisors to Bay Banks. Strategic Risk Associates, LLC advised both parties on credit analysis and testing. Continental Stock Transfer & Trust Company acted as transfer agent for Bay Banks and Computershare Trust Company, NA acted as transfer agent for Blue Ridge. Regan & Associates, Inc. acted as the information agent to Blue Ridge and Bay Banks and will receive fee of approximately $0.02 million each from both the participants. Blue Ridge will pay Raymond James a fee for advisory services in connection with the merger equal to $1.25 million, inclusive of a retainer fee of $0.05 million paid when Raymond James was engaged, a fee of $0.15 million paid when Raymond James delivered its opinion, and a fee of $0.5 million paid when the merger agreement was executed and the remaining $0.55 million is contingent upon the closing of the merger. Piper Sandler acted as the financial advisor to Bay Banks in connection with the merger and will receive a fee for such services in an amount equal to $1.3 million, a significant portion of which is contingent upon the consummation of the merger. Piper Sandler also received a $0.25 million fee from Bay Banks upon rendering its opinion.

Blue Ridge Bankshares, Inc. (AMEX:BRBS) completed the acquisition of Bay Banks of Virginia, Inc. (OTCPK:BAYK) in a merger of equals transaction on January 31, 2021. Following completion of the merger, Virginia Commonwealth Bank was merged into Blue Ridge Bank. The former Virginia Commonwealth Bank branches assumed in the merger will continue to operate under the name Virginia Commonwealth Bank, a division of Blue Ridge Bank, until systems are converted in May 2021. Blue Ridge Bank will be the surviving bank brand. Blue Ridge holding company Blue Ridge Bankshares will be the surviving holding company and be headquartered in Charlottesville, while the bank subsidiary will be based in Richmond. Frank Scott III retired as President of Virginia Commonwealth Bank as part of the deal, though he will remain on the Blue Ridge board.