Middleburg Financial Corporation Announces Stock Purchase Agreement
Middleburg Financial Corporation announced that the company entered into a Stock Purchase Agreement with David L. Sokol
MIDDLEBURG FINANCIAL CORPORATION ANNOUNCES STOCK PURCHASE AGREEMENT.
MIDDLEBURG, Va. – March 31, 2009 – Middleburg Financial Corporation (the “Company”) (Nasdaq: MBRG), announced today that the company entered into a Stock Purchase Agreement (the “Agreement”) in which it agreed to sell 454,545 shares of the Company’s common stock (the “Shares”) to David L. Sokol for an aggregate purchase price of $5,000,000 (the “Sale”).
The Sale will be consummated in two closings. The first closing occurred on March 31, 2009 with the sale of 196,000 Shares to Mr. Sokol for the purchase price of $2,156,000 (the “First Closing”). The second closing will take place within two business days of the satisfaction of all regulatory conditions applicable to the Sale, including the receipt of all necessary consents from the Company’s regulators. The second closing will include the remaining 258,545 Shares, for which the Company will receive $2,844,000 (the “Second Closing”).
Pursuant to the Agreement, the Company also agreed to provide Mr. Sokol certain demand registration rights for the Shares.
While the Company was designated as “well capitalized” under Federal Reserve guidelines prior to selling Preferred Shares to the United States Department of the Treasury through the Capital Purchase Program, the Company believes that the additional capital from Mr. Sokol will give it a number of options as it continues to work through the current economic cycle.
About Middleburg Financial Corporation
Middleburg Financial Corporation is headquartered in Middleburg, Virginia and has two wholly owned subsidiaries, Middleburg Bank and Middleburg Investment Group, Inc. Middleburg Bank serves Loudoun, Fairfax, and Fauquier Counties in Virginia with eight financial service centers. Middleburg Investment Group owns Middleburg Trust Company and Middleburg Investment Advisors, Inc. Middleburg Trust Company is headquartered in Richmond, Virginia with a branch office in Middleburg and Williamsburg. Middleburg Investment Advisors, Inc. is an SEC registered investment advisor located in Alexandria, Virginia.
Forward Looking Statements
Certain information contained in this discussion may include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to the Company’s future operations and are generally identified by phrases such as “the Company expects,” “the Company believes” or words of similar import. Although the Company believes that its expectations with respect to the forward-looking statements are based upon reliable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results, performance or achievements of the Company will not differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. For details on factors that could affect expectations, see the risk factors and other cautionary language included in the Company's Annual Report on Form 10-K for the year ended December 31, 2008, and other filings with the Securities and Exchange Commission (the “SEC”).