Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on July 14, 2021, Blue Ridge Bankshares, Inc. (the
"Company") entered into an Agreement and Plan of Reorganization (the "Merger
Agreement") with FVCBankcorp, Inc. ("FVCB"). Pursuant to the terms of the Merger
Agreement, and subject to the conditions therein, FVCB would be merged with and
into the Company.
On January 20, 2022, the Company and FVCB 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.
Item 8.01 Other Events.
On January 20, 2022, the Company and FVCB issued a joint press release
announcing the termination of the Merger Agreement, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
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)
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