Virginia National, Fauquier banks to merge

The parent holding companies of Virginia National Bank and The Fauquier Bank will merge under the Virginia National brand into a combined bank with $1.6 billion in total assets.

Charlottesville-based Virginia National Bankshares Corp. and Warrenton-based Fauquier Bankshares Inc. have signed a definitive merger agreement, the banks announced Thursday. The combined company will have approximately $1.4 billion in total deposits, $1.3 billion in loans and more than $1 billion in assets under management based on reported amounts as of June 30. 

The Fauquier Bank branches and offices will be rebranded as Virginia National Bank following the merger. Virginia National’s headquarters will remain in Charlottesville. 

As a result of the merger, the combined bank expects to be positioned to serve larger corporate clients in Charlottesville, Warrenton, Winchester and the counties of Albemarle, Fauquier, Frederick and Prince William as it seeks to expand its footprint Richmond and Northern Virginia markets, according to a joint statement from the two bank holding companies.

“It is a rare opportunity to have two well-respected community banks of equal size in attractive markets put their individual missions aside to join forces in order to improve the experience of clients and employees and accelerate the returns of their shareholders,” Virginia National President and CEO Glenn W. Rust said in a statement. “Our entire team is honored to be entering this partnership with The Fauquier Bank, and I look forward to the leadership of The Fauquier Bank joining our team and bringing their expertise and experience to our organization.”

Under the agreement, which was unanimously approved by both companies’ boards, Fauquier shareholders will receive 0.675 shares of Virginia National common stock for each share of Fauquier common stock held. Following the merger, Virginia National shareholders will own approximately 51.4% of the company and Fauquier shareholders will own approximately 48.6%.

“There is a longstanding mutual respect between our two companies,” The Fauquier Bank President and CEO Marc J. Bogan said in a statement. “The enhanced scale and complementary business lines resulting from this transaction provides the best opportunity for both banks to better serve our major constituencies: our clients, our employees, our shareholders and our communities. We are committed to using the best practices of both companies to increase our market share across Virginia.”

The boards of directors of Virginia National and VNB will include seven members from the current Virginia National boards and six members from the current Fauquier boards. Current Virginia National Chairman William D. Dittmar Jr. will continue to serve as chairman of the combined company and current Fauquier Chairman John B. Adams Jr. will be appointed vice chairman. Rust will continue to serve as president and CEO of Virginia National Bankshares Corp. and Bogan will be appointed president and CEO of Virginia National Bank. Rust and Bogan will both serve on the boards of Virginia National and VNB.

The merger is expected to be completed by the first half of 2021, subject to approval of both companies’ shareholders, regulatory approvals and closing conditions. Performance Trust Capital Partners is the financial adviser to Virginia National and Williams Mullen is legal adviser. Piper Sandler & Co. is Fauquier’s financial adviser and Troutman Pepper is its legal adviser.

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