Fairly lightly traded Hampton Roads Bankshares Inc. may start seeing some action. With only a three month average of 129,465 shares traded HMPR is attempting to get its ducks in a row to keep the FDIC at bay. Bank sale with some pretty good institutionals taking interest including Goldman Sachs&Co, C12 Protium Value Opportunities, Fir Tree Inc., CapGen Capital Group, and affiliates of Davidson Kempner Capital Management. Looking to raise $235M just by the end of Sept. I'll be looking for the .4's or better. Plenty of dilution. We'll see how it looks when the dust settles. Because of such dilution HMPR will likely see some shifting in the BOD as well. Gaining a few from the new investment groups and losing some of the existing directors.
Hampton Roads Bankshares Inc(NasdaqGS: HMPR) After Hours: 0.00 N/A (N/A) 10:00PM EST
Last Trade: 0.95 Trade Time: Aug 31 Change: 0.00 (0.00%) Prev Close: 0.95 Open: N/A Bid: 0.87 x 200 Ask: 1.14 x 100 1y Target Est: N/A Day's Range: N/A - N/A 52wk Range: 0.75 - 3.74 Volume: 0 Avg Vol (3m): 129,465 Market Cap: 21.05M P/E (ttm): N/A EPS (ttm): -11.94 Div & Yield: N/A (N/A)
PROPOSAL NO. 3 — TO APPROVE THE ISSUANCE OF UP TO 800,000,000 SHARES OF COMMON STOCK AT $0.40 PER SHARE UNDER THE INVESTMENT AGREEMENTS, WHICH INCLUDES SHARES FOR AN EXPECTED AGGREGATE PRIVATE PLACEMENT OF $255 MILLION, A RIGHTS OFFERING OF UP TO $40 MILLION, AND WARRANTS.
The following description of the terms of the potential private placement transactions and the reasons for contemplating the Investment are included for informational purposes to our common shareholders in connection with this proxy solicitation and do not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company.
The adoption of Proposal No. 3 is conditioned on shareholder approval of Proposal Nos. 4-7, so shareholders who wish to approve Proposal No. 3 should also approve those proposals.
Our Board adopted a resolution recommending that the shareholders approve the issuance of shares of our Common Stock under the Investment Agreements (i) in which the Investors have collectively committed, subject to the terms of those agreements (A) to purchase Common Stock totaling $255 million and (B) to purchase additional Common Stock totaling up to $40 million in a Rights Offering to the extent such Common Stock is not purchased by existing shareholders (other than the Investors) in such Rights Offering, and (ii) to be reserved in connection with the exercise of the Warrants (the “Investment Proposal”).
Hampton Roads Bankshares Files Definitive Proxy Statement and Announces Commencement of Preferred Stock Exchange Offers
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Press Release Source: Hampton Roads Bankshares, Inc. On Monday August 30, 2010, 5:14 pm EDT
Annual Meeting of Shareholders to be Held on September 28
$235 Million Private Placement of Common Stock Expected to Close in Third Quarter
Private Placement and Rights Offering Expected to Raise $275-$295 Million
NORFOLK, Va., Aug. 30, 2010 (GLOBE NEWSWIRE) -- Hampton Roads Bankshares, Inc. (Nasdaq:HMPR - News) (the "Company") today filed a definitive proxy statement with the United States Securities and Exchange Commission ("SEC") soliciting the vote of holders of its common stock on matters to be presented at its 2010 annual meeting of shareholders (the "Annual Meeting"). The Annual Meeting is now scheduled to be held on September 28, 2010 at 9:00 a.m. EDT, at 999 Waterside Drive, Suite 400, Norfolk, Virginia. The Company also filed with the SEC a Series A and B preferred shareholder proxy statement and an Exchange Offer Memorandum, which commenced offers to exchange newly issued shares of common stock for outstanding shares of Series A and B preferred stock (the "Exchange Offers").
With these filings and the commencement of the Exchange Offers, the Company remains on track for the closing of $235 million of its planned $255 million private placement of common stock (the "Private Placement") by the end of the third quarter.
Following this closing, the Company plans to close the remaining $20 million of the Private Placement and conduct a rights offering of $20-40 million (the "Rights Offering"), which will allow existing shareholders to purchase common stock at the same price as institutional investors participating in the Private Placement. The investors participating in the Private Placement have committed to purchase any portion of the Rights Offering not purchased by existing shareholders.
The consummation of the Private Placement is subject to a number of conditions, including the exchange of all outstanding shares of Series A and B preferred stock for shares of common stock or the approval of an amendment to the designations of the Series A and B preferred stock allowing the Company to convert such preferred stock into common stock at its option.
The Company plans to use the $275 - $295 million in total proceeds from the Private Placement and the Rights Offering to make capital contributions to its subsidiary banks and for other corporate purposes.
Caution about Forward-Looking Statements
Certain information contained in this discussion may include "forward-looking statements." These forward-looking statements relate to the Company's plans for raising capital, including the transactions described in this press release, the conditions necessary for and timing of the closings of the Private Placement. There can be no assurance that the Company will be able to close on the transactions with investors and obtain required capital, or that other actual results, performance or achievements of the Company will not differ materially from those expressed or implied by forward-looking statements. Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to, our ability to complete the transactions announced today and other aspects of our recapitalization and recovery plans including regulator, shareholder and other third-party action and consents, including the successful participation of holders of our Series A and B preferred stock in the Exchange Offers and the United States Department of the Treasury in an exchange offer of preferred stock it holds. Additional factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to: (1) our ability to attract new deposits and loans; (2) local, regional, and national economic conditions and events and the impact they may have on us and our customers; (3) risks associated with concentrations in real estate related loans; (4) increasing levels of classified assets, including nonperforming assets, which could adversely affect our earnings and liquidity; (5) market interest rate volatility; (6) stability of funding sources and continued availability of borrowings; (7) changes in legal or regulatory requirements or the results of regulatory examinations that could restrict growth and constrain our activities, including the terms of our written agreement entered into with the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions; and (8) changes in accounting standards and interpretations. For details on these and other factors that could affect expectations, see the cautionary language included under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2009, as amended, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, as amended, the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010 and other filings made with the SEC.
The Private Placement discussed above involves the sale of securities in private transactions that will not be registered under the Securities Act of 1933. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
As previously indicated, the Company has filed its definitive proxy statement with the SEC in connection with the transactions contemplated herein (the "Proxy Statement") and intends to mail the Proxy Statement to common shareholders on or about September 1, 2010. The Company and its respective directors and executive officers may be deemed to be participants in the solicitation of proxies. The Proxy Statement is publicly available now on the SEC's website at the address below and contains important information about the Company and related matters, including the current security holdings of the Company's respective officers and directors. Security holders are urged to read the Proxy Statement.
The written materials described above, including the Proxy Statement and the interests of participants in the proxy solicitation pursuant to the Proxy Statement and other documents filed by the Company with the SEC are available free of charge from the SEC's website at www.sec.gov. In addition, free copies of these documents may also be obtained by directing a written request to: Doug Glenn, Executive Vice President, General Counsel and Chief Operating Officer, Hampton Roads Bankshares, Inc., 999 Waterside Dr., Suite 200, Norfolk, Virginia 23510.
About Hampton Roads Bankshares
Hampton Roads Bankshares, Inc. is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961 (the "Banks"). The Banks engage in general community and commercial banking business, targeting the needs of individuals and small to medium-sized businesses. Currently, Bank of Hampton Roads operates twenty-eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and fifteen ATMs. Through various affiliates, the Banks also offer mortgage banking services, insurance, title insurance, and investment products. Shares of the Company's common stock are traded on the NASDAQ Global Select Market under the symbol HMPR. Additional information about the Company and its subsidiaries can be found at www.hamptonroadsbanksharesinc.com.
Contact: Hampton Roads Bankshares, Inc.Doug GlennExecutive Vice President, General Counsel and Chief Operating Officer757-217-3634
(d)(1) Written Agreement with the Federal Reserve Bank of Richmond and the
Virginia Bureau of Financial Institutions, incorporated by reference to the Company’s Current Report on Form 8-K filed on June 17, 2010
(d)(2) Second Amended and Restated Investment Agreement, dated as of August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(3) Amended and Restated CapGen Investment Agreement dated as of August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(4) Form of Second Amended and Restated Securities Purchase Agreements, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(5) Amended and Restated Goldman Securities Purchase Agreement, dated as of August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(6) Carlyle Investor Letter, dated August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(7) Anchorage Investor Letter, dated August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(8) CapGen Investor Letter, dated August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(9) Consent Letter with affiliate of Davidson Kempner, dated August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(10) Consent Letter with affiliates of Fir Tree, dated August 11, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 17, 2010.
(d)(11) Exchange Agreement, dated as of August 12, 2010, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 18, 2010.
(d)(12) United States Department of the Treasury, Form of New Certificate of Designations, incorporated by reference to the Company’s Current Report on Form 8-K filed on August 18, 2010.