GLEN ALLEN, Va.
March 19, 2012
/PRNewswire/ -- First Capital Bancorp, Inc. (NASDAQ: FCVA) announced today that it is planning to commence a
rights offering of common stock to its stockholders to improve its capital position.
First Capital Bancorp will be distributing nontransferable rights to subscribe for and purchase up to 8.9 million units of its common stock to common shareholders of record as of the Record Date,
, 2012. Each unit will consist of one share of common stock, and a warrant to purchase one-half of a share of common stock for
per whole share. For each share of common stock held as of the Record Date, a stockholder will receive a nontransferable right to subscribe for up to three units in the offering (the "Basic Subscription Privilege"). Stockholders who exercise their Basic Subscription Privilege in full will have the opportunity to purchase units that are not either purchased by other stockholders who exercise their Basic Subscription Privilege or by the Standby Purchaser.
In conjunction with the rights offering, First Capital Bancorp has entered into a Standby Purchase Agreement with the Standby Purchaser,
Kenneth R. Lehman
, a private investor from
, Virginia. The Standby Purchase Agreement provides that the Standby Purchaser will purchase 350,000 units if such units are available after existing stockholders exercise their Basic Subscription Privilege. The Standby Purchaser's obligation is conditioned on the Company's receipt of valid subscriptions for a minimum of
from executive officers and directors, although the Standby Purchaser may waive these conditions. The Standby Purchase Agreement grants the Standby Purchaser a right of first refusal to purchase up to 4,902,432 units if available after the exercise of the Basic Subscription Privilege, provided that immediately following the completion of the offering the Standby Purchaser may not own more than 45% of First Capital Bancorp's outstanding shares of common stock (calculated as set forth in the agreement). The Standby Purchase Agreement also limits the Standby Purchaser's ability to vote no more than 45% of the Company's outstanding shares should he acquire greater ownership in the future.
First Capital Bancorp, Inc. intends to use the proceeds of the rights offering to capitalize its subsidiary, First Capital Bank, and for other general corporate purposes.