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Section 1: SC 13D/A (SC 13D/A)

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 


 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 


 

EASTERN VIRGINIA BANKSHARES, INC.

(Name of Issuer)

 

Common Stock, par value $2.00 per share

(Title of Class of Securities)

 

277196101

(CUSIP Number)

 

Castle Creek Capital Partners IV, LP

6051 El Tordo

Rancho Santa Fe, CA 92067

858-756-8300

 

Copy to:

 

John M. Eggemeyer

c/o Castle Creek Capital

6051 El Tordo

Rancho Santa Fe, CA 92067

858-756-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

December 22, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o


* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Castle Creek Capital Partners IV, LP

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,061,225 (1)

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,061,225 (1)

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,225 (1)

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.1% (2)

 

 

14

Type of Reporting Person (See Instructions)
PN (Limited Partnership)

 


(1)           Castle Creek Capital Partners IV, LP (“Fund IV”) also owns 4,048,670 shares of a series of non-voting mandatorily convertible noncumulative preferred stock (“Series B Preferred Stock”) of Eastern Virginia Bankshares, Inc. (the “Company”), which is convertible into shares of common stock, par value $2.00 per share (“Common Stock”) in connection with certain transfers of such shares of Series B Preferred Stock or if the Company’s Board of Directors has approved such conversion, subject to certain restrictions based on the beneficial ownership of the holder of the shares of Series B Preferred Stock. Since Fund IV does not have the right to acquire such Common Stock and will have no voting or investment power over such Common Stock, those underlying shares of Common Stock are not included in the amount reported herein.

 

(2)           This calculation is based on 13,116,600 shares of Common Stock of the Company outstanding as of December 12, 2016, as reported in the Agreement and Plan of Merger dated as of December 13, 2016 by and between the Company and Southern National Bancorp of Virginia, Inc., attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2016 (the “SONA Merger Agreement”).

 

2



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Castle Creek Capital IV LLC

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC/AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
1,061,225

 

8

Shared Voting Power
0

 

9

Sole Dispositive Power
1,061,225

 

10

Shared Dispositive Power
0

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,225

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.1% (1)

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company), HC (Control Person)

 


(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

3



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
John M. Eggemeyer

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
PF/AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,061,225

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,061,225

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,225

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.1% (1)

 

 

14

Type of Reporting Person (See Instructions)
IN (Individual), HC (Control Person)

 


(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

4



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
J. Mikesell Thomas

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
PF/AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,061,225

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,061,225

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,225

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.1% (1)

 

 

14

Type of Reporting Person (See Instructions)
IN (Individual), HC (Control Person)

 


(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

5



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
Mark G. Merlo

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
PF/AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,061,225

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,061,225

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,225

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.1% (1)

 

 

14

Type of Reporting Person (See Instructions)
IN (Individual), HC (Control Person)

 


(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

6



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

 

1

Name of Reporting Persons
John T. Pietrzak

 

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
PF/AF

 

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     o

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
1,061,225

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
1,061,225

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
1,061,225

 

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13

Percent of Class Represented by Amount in Row (11)
8.1% (1)

 

 

14

Type of Reporting Person (See Instructions)
IN (Individual), HC (Control Person)

 


(1)           This calculation is based on 13,116,600 shares of Common Stock outstanding as of December 12, 2016, as reported in the SONA Merger Agreement.

 

7



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on June 21, 2013 (as amended, the “Schedule 13D”) with the Securities and Exchange Commission, relating to the shares of common stock, par value $2.00 per share (“Common Stock”), of Eastern Virginia Bankshares, Inc., a Virginia corporation (the “Company”).  The address of the principal executive office of the Company is 10900 Nuckols Road, Suite 325, Glen Allen, Virginia 23060. This Amendment is being filed to report the information in Item 6 below.  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, with the following:

 

On December 22, 2016, Castle Creek Capital Partners IV, LP (“Fund IV”) entered into a Secured Promissory Note (the “Secured Promissory Note”) in favor of Stifel Bank & Trust (the “Secured Party”) in connection with a $20,000,000 term loan facility.   Pursuant to a Security and Pledge Agreement entered into in connection with the Secured Promissory Note, Fund IV has pledged, among other things, all of its interest in the Common Stock of the Company.  In connection with such pledge, Fund IV made certain customary representations, warranties and covenants with respect to the Common Stock, including that Fund IV will not trade, assign or transfer the Common Stock without the Secured Party’s prior written consent.  The Secured Promissory Note contains customary default provisions.  In the event of a default under the Secured Promissory Note, the Secured Party may foreclose upon any and all shares of Common Stock pledged to it by Fund IV.

 

The Company is not a party to the Secured Promissory Note or any of the related loan documents and has no obligations thereunder.

 

Item 7.                                                         Material to Be Filed as Exhibits

 

Exhibit

 

Description

 

 

 

Exhibit 1

 

Joint Filing Agreement, dated as of November 9, 2015, by and among Castle Creek Capital Partners IV, LP, Castle Creek Capital IV LLC, John M. Eggemeyer, J. Mikesell Thomas, Mark G. Merlo, and John T. Pietrzak (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by Castle Creek Capital Partners IV, LP on November 9, 2015).

 

8



 

CUSIP No. 277196101

SCHEDULE 13D

 

 

SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 27, 2016

 

 

CASTLE CREEK CAPITAL PARTNERS IV, LP

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

Title:

Managing Principal

 

 

 

 

 

 

 

CASTLE CREEK CAPITAL IV, LLC

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

Title:

Managing Principal

 

 

 

 

 

 

 

JOHN M. EGGEMEYER

 

 

 

 

By:

/s/ John M. Eggemeyer

 

Name:

John M. Eggemeyer

 

 

 

 

 

 

 

J. MIKESELL THOMAS

 

 

 

 

By:

/s/ Mike Thomas

 

Name:

Mike Thomas

 

 

 

 

 

 

 

MARK G. MERLO

 

 

 

 

By:

/s/ Mark Merlo

 

Name:

Mark Merlo

 

 

 

 

 

 

 

JOHN T. PIETRZAK

 

 

 

 

By:

/s/ John T. Pietrzak

 

Name:

John T. Pietrzak

 

SIGNATURE PAGE TO AMENDMENT NO. 3 TO SCHEDULE 13D (EASTERN VIRGINIA BANKSHARES, INC.)

 

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