Virginia Beach, Va. and Richmond, Va., — Hampton Roads Roads Bankshares, Inc. (“HRB”) (Nasdaq:HMPR), the holding company for The Bank of Hampton Roads (“BOHR”), and Xenith Bankshares, Inc. (“XBKS”) (Nasdaq:XBKS), the holding company for Xenith Bank, today announced the completion of their previously announced strategic merger, whereby XBKS merged with and into HRB and Xenith Bank merged with and into BOHR. In connection with the merger, the combined company has assumed the Xenith Bankshares, Inc. name for the holding company and the Xenith Bank name for all banking operations. Headquarters for the combined company are in Richmond, Virginia and commencing August 1, 2016, shares of the combined company will trade on the Nasdaq Stock Market under the symbol “XBKS.”
Pursuant to the terms of the merger agreement, each share of XBKS common stock outstanding as of the effective time of the merger was canceled and converted into the right to receive 4.4 shares of HRB common stock, with cash to be paid in lieu of any fractional shares based on a price of $1.958 per share of HRB common stock.
The combined company’s management team includes members of senior management from each company, with T. Gaylon Layfield, III as Chief Executive Officer, Donna W. Richards as President & Chief Operating Officer, Thomas W. Osgood as Executive Vice President & Chief Financial Officer, Wellington W. Cottrell, III as Executive Vice President & Chief Credit Officer, John Marshall as Executive Vice President of Marine Lending, Thomas B. Dix, III as Executive Vice President & Co-Head of Commercial Banking, Hampton Roads, Maryland and North Carolina, Edward H. Phillips, Jr. as Executive Vice President & Co-Head of Commercial Banking, Richmond and Greater Washington and Ronald E. Davis as Executive Vice President & Chief Risk Officer.
The combined company’s board of directors consists of eight members from HRB – James F. Burr, Patrick E. Corbin, Henry P. Custis Jr., Robert B. Goldstein, William A. Paulette, John S. Poelker, Jon F. Weber and W. Lewis Witt – and five members from XBKS – T. Gaylon Layfield, III, Palmer P. Garson, Robert J. Merrick, Scott A. Reed and Thomas G. Snead, Jr. Mr. Corbin will serve as chairman of the board of directors of the combined company.
As previously disclosed, in connection with the completion of the merger, the combined company expects to reverse substantially all of the valuation allowance on HRB’s net deferred tax asset.
Sandler O’Neill & Partners, L.P. and Wachtell, Lipton, Rosen & Katz served as financial and legal advisors, respectively, to Hampton Roads Bankshares, Inc. Macquarie Capital and Hunton & Williams LLP served as financial and legal advisors, respectively, to Xenith Bankshares, Inc.
About Xenith Bankshares, Inc.
Xenith Bankshares, Inc. (f/k/a/ Hampton Roads Bankshares, Inc., the “combined company”), is the holding company for Xenith Bank, a full-service commercial bank headquartered in Richmond, Virginia. The combined company is the fifth largest community bank by deposits headquartered in the Commonwealth of Virginia.
Xenith Bank specifically targets the banking needs of middle market and small businesses, local real estate developers and investors, private banking clients and individuals, and retail banking clients. Through various divisions, the combined company also offers mortgage banking services and marine finance.
Xenith Bank’s regional area of operations spans from Baltimore, Maryland and Rehoboth Beach, Delaware, to Raleigh and eastern North Carolina, complementing its significant presence in Greater Washington, D.C., Greater Richmond, Virginia, Greater Hampton Roads, Virginia and on the Eastern Shore of Maryland and Virginia. Xenith Bank has 42 full-service branches and four loan production offices located across these areas with its headquarters centrally-located in Richmond.
The combined company’s common stock trades on The NASDAQ Stock Market under the symbol “XBKS.”