Mergers & Acquisitions

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Deal Overview

Buyer:
Bay Banks of Virginia, Inc.
Actual Acquirer:
Bay Banks of Virginia, Inc.
Target:
Virginia BanCorp, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
11/2/2016
Announcement Date:
11/3/2016
Announced Deal Value ($ M):
31.60
Status:
Completed
Completion Date:
4/1/2017
Announced Deal Value Per Share ($ )
8.12

Consideration Breakout
Common Stock ($M) 43.2
Common Stock Issued 4,586,221

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 90.0 122.7
Price / Tangible Book (%) 90.0 122.7
Price / Earnings (x) 13.3 23.5
Price / Deposits (%) 12.46 16.22
Price / Assets (%) 9.76 13.21
Tangible Book Premium/ Deposits (%) (1.75) 3.78
Deal Terms
Description of Consideration

In a merger of equals, Bay Banks of Virginia Inc. exchanged 1.178 shares of its common stock for each of the outstanding share of Virginia BanCorp Inc. Target financials are for Virginia Commonwealth Bank.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? Yes
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 7,566
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 2,884
Maximum Termination Fee ($ 000) 1,100
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 1.178000
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 3,670
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes FIG Partners LLC
Seller Yes Performance Tr Cap Ptnrs LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Williams Mullen
Seller Yes LeClairRyan

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