-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUiliOiL84e7jnSACAf2Nrk2LFCd/npjK0dxPJi3NgGLhMWxRnbqgMZuItmxsfKw OoMChOVlHBBepByCtat9PA== 0001104659-07-074855.txt : 20071015 0001104659-07-074855.hdr.sgml : 20071015 20071015131316 ACCESSION NUMBER: 0001104659-07-074855 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071015 DATE AS OF CHANGE: 20071015 GROUP MEMBERS: JAMES L. ZECH GROUP MEMBERS: NORTHAVEN ASSOCIATES, LLC. GROUP MEMBERS: NORTHAVEN OFFSHORE, LTD. GROUP MEMBERS: NORTHAVEN PARTNERS II, L.P. GROUP MEMBERS: NORTHAVEN PARTNERS III, L.P. GROUP MEMBERS: NORTHAVEN PARTNERS, L.P. GROUP MEMBERS: PAUL R. BURKE GROUP MEMBERS: RICHARD BROWN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCOMMUNITY FINANCIAL CORP CENTRAL INDEX KEY: 0001140249 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 542032355 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79565 FILM NUMBER: 071171470 BUSINESS ADDRESS: STREET 1: 4235 INNSLAKE DR CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049349999 MAIL ADDRESS: STREET 1: 4235 INNSLAKE DR CITY: GLEN ALLEN STATE: VA ZIP: 23060 FORMER COMPANY: FORMER CONFORMED NAME: TRANSCOMMUNITY BANKSHARES INC DATE OF NAME CHANGE: 20010508 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHAVEN MANAGEMENT INC/FA CENTRAL INDEX KEY: 0001078975 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133811355 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 PARK AVE 9TH FL CITY: NEW YORK STATE: NY ZIP: 10166 BUSINESS PHONE: 2128087341 MAIL ADDRESS: STREET 1: 200 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D 1 a07-26638_1sc13d.htm SC 13D

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

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

TransCommunity Financial Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

893548107

(CUSIP Number)

Paul R. Burke

Northaven Management, Inc.

375 Park Avenue

Suite 2709

New York, New York 10152

(212) 798-0304

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

October 12, 2007

(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. x

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.

^* 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 ("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).

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners, L.P. IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 262,879

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 262,879

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 262,879

	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) 5.7%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners II, L.P. IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 15,920

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 15,920

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 15,920

	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) 0.3%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Partners III, L.P. IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 150,591

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 150,591

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 150,591

	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) 3.3%

	14.	Type of Reporting Person (See Instructions) PN

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Offshore, Ltd. IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization Cayman Islands

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 27,610

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 27,610

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 27,610

	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) 0.6%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Associates, LLC. IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 457,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 457,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 457,000

	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) 9.9%

	14.	Type of Reporting Person (See Instructions) OO

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Northaven Management, Inc. IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization New York

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 457,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 457,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 457,000

	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) 9.9%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Paul R. Burke IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 457,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 457,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 457,000

	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) 9.9%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Richard Brown IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 457,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 457,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 457,000

	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) 9.9%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 893548107

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James L. Zech IRS Identification No.:

	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) OO

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

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power

			8.	Shared Voting Power 457,000

			9.	Sole Dispositive Power

			10.	Shared Dispositive Power 457,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 457,000

	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) 9.9%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
This Schedule 13D is filed by Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc. (the “Northaven Entities”), Paul R. Burke, Richard Brown and James L. Zech (together with the Northaven Entities, the “Reporting Persons”) and relates to the Common Stock, $0.01 par value, of TransCommunity Financial Corporation (the “Issuer” or the “Company”). The Issuer’s principal executive offices are located at 4235 Innslake Drive, Glen Allen, Virginia 23060.

Item 2.	Identity and Background
The identity and background of the filing persons is as follows:

Name	Address of Principal Office	Principal Business	Jurisdiction of Organization/ Citizenship
Northaven Partners, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Partners II, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Partners III, L.P.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Partnership	New York

Northaven Offshore, Ltd.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Company	Cayman Islands

Northaven Associates, LLC.	375 Park Avenue, Suite 2709, New York, NY 10152	General Partner of Northaven Partners, L.P., Northaven Partners II, L.P., and Northaven Partners III, L.P.	New York

Northaven Management, Inc.	375 Park Avenue, Suite 2709, New York, NY 10152	Investment Advisor	New York

Paul R. Burke	375 Park Avenue, Suite 2709, New York, NY 10152	Member of Northaven Associates, LLC	USA

Richard Brown	375 Park Avenue, Suite 2709, New York, NY 10152	Member of Northaven Associates, LLC	USA

James L. Zech	375 Park Avenue, Suite 2709 New York, NY 10152	Member of Northaven Associates, LLC	USA

None of the Northaven Entities, Paul R. Burke, Richard Brown or James L. Zech has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

None of Northaven Entities, Paul R. Burke, Richard Brown or James L. Zech has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 3.	Source and Amount of Funds or Other Consideration
Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P. and Northaven Offshore, Ltd. each used working capital to purchase the shares. None of Paul R. Burke, Richard Brown or James L. Zech purchased shares in his individual capacity.

Item 4.	Purpose of Transaction
The Reporting Persons acquired the shares of the Company’s common stock as an investment in the regular course of their business and intend to re-examine their investment from time to time and, depending on prevailing market conditions, other investment opportunities, liquidity requirements or other investment considerations the Reporting Persons deem material, they may from time to time acquire or dispose of the Company’s common stock in open market or privately negotiated transactions.
On September 6, 2007, the Company announced that it had entered into a definitive merger agreement pursuant to which Community Bankers Acquisition Corp. agreed to acquire the Company in a stock-for-stock transaction (the “Transaction”).
On October 12, 2007, Mr. Brown sent a letter to the Board of Directors of the Company, in which he informed the Board that the Reporting Persons intended to vote all of their shares against the Transaction. In the letter, a copy of which is filed as an exhibit hereto and is incorporated herein by reference, Mr. Brown provided a financial analysis indicating that if the Transaction were consummated, the Company’s existing shareholders would collectively stand to lose nearly 25% of the current intrinsic stand-alone value of the Company, and would share in only about 30% of the upside following the Transaction. Mr. Brown also urged the Board to immediately seek to extricate itself from the merger agreement, and to explore all options to maximize value for existing Company shareholders.
As part of their ongoing evaluation of their investment in the Company, and in connection with the Transaction, the Reporting Persons may seek to meet with the Board or management of the Company or communicate publicly or privately with other shareholders, and may make recommendations, including with respect to the Company’s business plan and strategic direction.
Except as described herein, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D under Rule 13d-1(a).

Item 5.	Interest in Securities of the Issuer
(a) – (b):
(i) Northaven Partners, L.P. beneficially owns 262,879 shares, representing 5.7% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Northaven Partners, L.P. does not have sole voting power over any of its shares. Northaven Partners, L.P. has shared voting power over 262,879 of its shares. Northaven Partners, L.P. does not have sole dispositive power over any of its shares. Northaven Partners, L.P. has shared dispositive power over 262,879 of its shares.
(ii) Northaven Partners II, L.P. beneficially owns 15,920 shares, representing 0.3% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Northaven Partners II, L.P. does not have sole voting power over any of its shares. Northaven Partners II, L.P. has shared voting power over 15,920 of its shares. Northaven Partners II, L.P. does not have sole dispositive power over any of its shares. Northaven Partners II, L.P. has shared dispositive power over 15,920 of its shares.
(iii) Northaven Partners III, L.P. beneficially owns 150,591 shares, representing 3.3% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Northaven Partners III, L.P. does not have sole voting power over any of its shares. Northaven Partners III, L.P. has shared voting power over 150,591 of its shares. Northaven Partners III, L.P. does not have sole dispositive power over any of its shares. Northaven Partners III, L.P. has shared dispositive power over 150,591 of its shares.

(iv) Northaven Offshore, Ltd. beneficially owns 27,610 shares, representing 0.6% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Northaven Offshore, Ltd. does not have sole voting power over any of its shares. Northaven Offshore, Ltd. has shared voting power over 27,610 of its shares. Northaven Offshore, Ltd. does not have sole dispositive power over any of its shares. Northaven Offshore, Ltd. has shared dispositive power over 27,610 of its shares.
(v) Northaven Associates, LLC beneficially owns 457,000 shares, representing 9.9% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Northaven Associates, LLC does not have sole voting power over any of its shares. Northaven Associates, LLC has shared voting power over 457,000 of its shares. Northaven Associates, LLC does not have sole dispositive power over any of its shares. Northaven Associates, LLC has shared dispositive power over 457,000 of its shares.
(vi) Northaven Management, Inc. beneficially owns 457,000 shares, representing 9.9% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Northaven Management, Inc. does not have sole voting power over any of its shares. Northaven Management, Inc. has shared voting power over 457,000 of its shares. Northaven Management, Inc. does not have sole dispositive power over any of its shares. Northaven Management, Inc. has shared dispositive power over 457,000 of its shares.
(vii) Paul R. Burke, Richard Brown and James L. Zech, as members of Northaven Associates, LLC, may each be deemed to beneficially own 457,000 shares, representing 9.9% of the 4,586,741 outstanding shares of the Issuer’s common stock as of August 2, 2007. Paul R. Burke, Richard Brown and James L. Zech do not have sole voting power over any of the shares. Paul R. Burke, Richard Brown and James L. Zech have shared voting power over 457,000 of the shares. Paul R. Burke, Richard Brown and James L. Zech do not have sole dispositive power over any of the shares. Paul R. Burke, Richard Brown and James L .Zech have shared dispositive power over 457,000 of the shares.
(c) None of the Reporting Persons have effected any transactions in the Issuer’s common stock within the past 60 days.
(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities owned by the Reporting Persons as described in Items 5(a) and 5(b).
(e) Not Applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Not applicable.

Item 7.	Material to Be Filed as Exhibits
Exhibit 99.1: Joint Filing Agreement, dated October 12, 2007, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC, Northaven Management, Inc., Paul R. Burke, Richard Brown and James L. Zech.
Exhibit 99.2: Letter to the Board of Directors of the Issuer, dated October 12, 2007.

Signature

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

Date: October 12, 2007

NORTHAVEN PARTNERS, L.P.

NORTHAVEN OFFSHORE, LTD.

By:

Northaven Associates, LLC,

as General Partner

By:

s/Paul R. Burke

Name: Paul R. Burke

Title: Director

By:

s/Paul R. Burke

Name: Paul R/ Burke

Title: Member

NORTHAVEN ASSOCIATES, LLC

NORTHAVEN PARTNERS II, L.P.

By:

Northaven Associates, LLC,

By:

s/Paul R. Burke

as General Partner

Name: Paul R. Burke

Title: Member

By:

s/Paul R. Burke

NORTHAVEN MANAGEMENT, INC.

Name: Paul R. Burke

Title: Member

NORTHAVEN PARTNERS III, L.P.

By:

s/Paul R. Burke

Name: Paul R. Burke

By:

Northaven Associates, LLC,

Title: Vice President

as General Partner

s/Paul R. Burke

By:

s/Paul R. Burke

Name:Paul R. Burke

s/Richard Brown

Title: Member

s/James L. Zech

INDEX TO EXHIBITS

Exhibit No.		Exhibit

99.1		Joint Filing Agreement, dated October 12, 2007, among Northaven Partners, L.P., Northaven Partners II, L.P., Northaven Partners III, L.P., Northaven Offshore, Ltd., Northaven Associates, LLC and Northaven Management, Inc., Paul R. Burke, Richard Brown and James L. Zech.

99.2		Letter to the Board of Directors of the Issuer, dated October 12, 2007.

EX-99.1 2 a07-26638_1ex99d1.htm EX-99.1

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, of TransCommunity Financial Corporation and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Date:		October 12, 2007


NORTHAVEN PARTNERS, L.P.					NORTHAVEN OFFSHORE, LTD.

	By:		Northaven Associates, LLC,
			as General Partner

					By:	s/Paul R. Burke
					Name: Paul R. Burke
					Title: Director
			By:	s/Paul R. Burke
			Name: Paul R. Burke
			Title: Member		NORTHAVEN ASSOCIATES, LLC

NORTHAVEN PARTNERS II, L.P.

	By:		Northaven Associates, LLC,		By:	s/Paul R. Burke
			as General Partner		Name: Paul R. Burke
					Title: Member

			By:	s/Paul R. Burke	NORTHAVEN MANAGEMENT, INC.
			Name: Paul R. Burke
			Title: Member

NORTHAVEN PARTNERS III, L.P.					By:	s/Paul R. Burke
					Name: Paul R. Burke
	By:		Northaven Associates, LLC,		Title: Vice President
			as General Partner

			By:	s/Paul R. Burke	s/Paul R. Burke
			Name: Paul R. Burke
			Title: Member
					s/Richard Brown


					s/James L. Zech

EX-99.2 3 a07-26638_1ex99d2.htm EX-99.2

EXHIBIT 99.2

October 12, 2007

Board of Directors

TransCommunity Financial Corporation

4235 Innslake Drive

Glen Allen, Virginia 23060

Re: Proposed Merger with Community Bankers Acquisition Corporation

Dear Board Members:

Northaven Management, Inc. (“Northaven”) has been a shareholder of TransCommunity Financial Corporation (“TCF”) since the Company’s share offering in July 2005, and currently holds 457,000 shares or approximately 9.9% of TCF’s outstanding shares. We have been supportive of the TCF Board of Directors and management team through many difficult episodes over the past two years in the belief that, with many of these issues having been resolved, we would mutually reap the benefits of your efforts going forward.

However, based on our analysis, it is our opinion that the immediate and long-term dilutive effects of the recently proposed merger with Community Bankers Acquisition Corporation (“CBAC”) outweigh any of the benefits referenced in the press release announcing the transaction. We believe the proposed merger is not in the best interests of TCF’s shareholders. We therefore intend to vote the 457,000 shares owned by the Northaven funds against the proposed merger. Moreover, we believe that TCF’s management and directors, as fiduciaries, should be exploring all options to maximize value for existing shareholders and, accordingly, should immediately seek to extricate the company from the CBAC merger agreement.

By way of background, on August 21, 2007, in advance of a previously scheduled dinner meeting with TCF directors Bruce Nolte (CEO), Jack Zoeller (Chair of the Special Committee) and Richard Bozard (Head of the Strategic Planning Committee), we signed a confidentiality agreement in order to discuss a “potential transaction” that the TCF Board was considering – namely, entering into a merger with CBAC, a publicly-traded special purpose acquisition company.

At that meeting in Virginia, and in a follow-up letter dated August 30, 2007 sent to Jack Zoeller and Bruce Nolte, we expressed our strong reservations concerning this transaction and its potentially dilutive impact on existing TCF shareholders. We asked to meet with representatives of CBAC and any financial advisors to further discuss the perceived merits of this proposed transaction, and were under the impression that we would be given such an opportunity in short order. Nevertheless, on September 6, 2007, without

further contact from representatives of either TCF or CBAC, the proposed transaction was publicly announced and a fully-negotiated merger agreement was filed with the SEC.

We believe the terms of this transaction will have a significantly dilutive impact on the existing owners’ share of the current and prospective intrinsic value of TCF. We’ve included analysis in support of this view at the end of this letter.

The analysis first summarizes our conservative view of the potential intrinsic stand-alone value of TCF. We believe that the run-rate earnings power necessary to fully support such a valuation is now emerging at TCF. The analysis then details our understanding of the pro forma ownership effects of the TCF / CBAC combination, and finally compares the proportion of the intrinsic value of the combined entity owned by legacy TCF shareholders to TCF’s stand-alone intrinsic value. By our calculations, existing shareholders will have collectively lost approximately $12 million in intrinsic value upon the transaction’s closing, or nearly 25% of the stand-alone value. In addition, current TCF shareholders would only share in approximately 30% of any upside going forward.

During the August meeting in Virgina, TCF representatives suggested that the combined TCF / CBAC entity would be able to produce results that could offset this deal’s dilution. No further detail was given in this regard, and our own internal analyses do not support such a claim.

We hope that a constructive dialogue can develop between ourselves and management and the Board going forward so that shareholder value can be maximized. We look forward to further discussion on these issues.

Regards,

s/Richard Brown


Richard Brown
President
Northaven Management, Inc.

Intrinsic Value of TCF - Standalone

Est 2007 Year-end Bk Val / Shr	$	7.50
Shares Outstanding	4,586,741
Est 2007 Year-end Bk Val (rounded)	$	34,000,000

Est 2007 Year-end Deposits	$	185,000,000
Deposit Premium (%)	10.0		%
Deposit Premium ($)	$	18,500,000

Est Intrinsic Value of TCF	$	52,500,000		= Book Value + Deposit Premium ($)
Per Share	$	11.45

Post-Deal Split of Tangible BV & Shares Held

SCENARIO 1 - All CBAC Mgmt & Investor Shares Vote “Yes” & All Warrants Exercised

	Tangible Book Value				Shares
	$		%-age		#	%-age
TCF *	$	34,000,000	26.6	%	6,513,172	27.8	%
CBAC **	$	56,500,000	44.1	%	9,375,000	40.1	%
Warrants ***	$	37,500,000	29.3	%	7,500,000	32.1	%
	$	128,000,000	100.0	%	23,388,172	100.0	%

* Exchanged 1.42 CBAC shrs / TCF shr

** Equals ~$45m in stated book value plus ~$11.5m in share redemption liabilities not utilized because all outstanding CBAC management & investor shares are voted in support of deal

*** Exercised @ $5 / shr

SCENARIO 2 - 19.99% of CBAC Investor Shares Vote “No” But All Warrants Exercised

	Tangible Book Value				Shares
	$		%-age		#	%-age
TCF *	$	34,000,000	29.2	%	6,513,172	29.8	%
CBAC **	$	45,000,000	38.6	%	7,875,750	36.0	%
Warrants ***	$	37,500,000	32.2	%	7,500,000	34.3	%
	$	116,500,000	100.0	%	21,888,922	100.0	%

* Exchanged 1.42 CBAC shrs / TCF shr

** Equals ~$45m in stated book value; ~$11.5m in share redemption liabilities used to buy back 19.99% of CBAC investor shares who do not support the deal

*** Exercised @ $5 / shr

SCENARIO 3 - 19.99% of CBAC Investor Shares Vote “No” & Don’t Exercise Warrants

	Tangible Book Value				Shares
	$		%-age		#	%-age
TCF *	$	34,000,000	31.2	%	6,513,172	31.9	%
CBAC **	$	45,000,000	41.3	%	7,875,750	38.6	%
Warrants ***	$	30,003,750	27.5	%	6,000,750	29.4	%
	$	109,003,750	100.0	%	20,389,672	100.0	%

* Exchanged 1.42 CBAC shrs / TCF shr

** Equals ~$45m in stated book value; ~$11.5m in share redemption liabilities used to buy back 19.99% of CBAC investor shares who do not support the deal

*** 19.99% of Warrants not exercised, remaining exercised @ $5 / shr

Value to TCF Shareholders from CBAC Merger - Intrinsic Value Basis

	Scenario 1			Scenario 2			Scenario 3
Total Post-Deal Tangible Book Value	$	128,000,000		$	116,500,000		$	109,003,750
Plus: Deposit Premium (from above)	$	18,500,000		$	18,500,000		$	18,500,000
Total Post-Deal Intrinsic Value	$	146,500,000		$	135,000,000		$	127,503,750
% Owned by Legacy TCF Shareholders	27.8		%	29.8		%	31.9		%
Intrinsic Value to Legacy TCF	$	40,797,533		$	40,170,011		$	40,729,143
Less: Current TCF Standalone Intrinsic Value	$	(52,500,000	)	$	(52,500,000	)	$	(52,500,000	)
TCF Intrinsic Value Created / (Lost)	$	(11,702,467	)	$	(12,329,989	)	$	(11,770,857	)

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

Signature

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