0000905148-12-001768.txt : 20120927 0000905148-12-001768.hdr.sgml : 20120927 20120927164349 ACCESSION NUMBER: 0000905148-12-001768 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120927 DATE AS OF CHANGE: 20120927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HAMPTON ROADS BANKSHARES INC CENTRAL INDEX KEY: 0001143155 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 542053718 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62335 FILM NUMBER: 121113590 BUSINESS ADDRESS: STREET 1: 999 WATERSIDE DR., STE. 200 CITY: NORFOLK STATE: VA ZIP: 23510 BUSINESS PHONE: 757-217-1000 MAIL ADDRESS: STREET 1: 999 WATERSIDE DR., STE. 200 CITY: NORFOLK STATE: VA ZIP: 23510 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Anchorage Capital Group, L.L.C. CENTRAL INDEX KEY: 0001300714 IRS NUMBER: 200042271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 610 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-610-9077 MAIL ADDRESS: STREET 1: 610 BROADWAY STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: Anchorage Advisors, LLC DATE OF NAME CHANGE: 20040817 SC 13D/A 1 efc12-700_fmsc13da.htm efc12-700_fmsc13da.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_____________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 4)

HAMPTON ROADS BANKSHARES, INC.
(Name of Issuer)
 
COMMON STOCK
 (Title of Class of Securities)
 
409321106
 (CUSIP Number)

Anchorage Capital Group, L.L.C.
610 Broadway
6th Floor
New York, NY 10012
Tel: 212-432-4650
Attention: Anne-Marie Kim, Esq.
 
 
Copy to:

Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Tel: (212) 530-5000
Attention: Thomas C. Janson, Esq.

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

September 27, 2012

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
 
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.
 
 
 
(Continued on following pages)
 

 
 
 


 
CUSIP No. 409321106  
13D/A
  
1.
NAMES OF REPORTING PERSONS
ANCHORAGE ADVISORS MANAGEMENT, L.L.C.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                          (a) o
(b) þ
3.
SEC USE ONLY
 
4.
SOURCES OF FUNDS
AF(1) (See Item 3)
5.
CHECK BOX 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
0
8.
SHARED VOTING POWER
42,398,582.80
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
42,398,582.80
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,398,582.80
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ORDINARY SHARES
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14.
TYPE OF REPORTING PERSON
OO, HC
_______________________________
 
(1)  Funds for all purchases of Common Shares (as defined in the Schedule 13D) beneficially owned by the Reporting Persons (as defined in the Schedule 13D) have been made out of the working capital of Anchorage Capital Master Offshore, Ltd.
 
(2)  Calculation is based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.


 
 
 


CUSIP No. 409321106  
13D/A
  
1.
NAMES OF REPORTING PERSONS
ANCHORAGE CAPITAL GROUP, L.L.C. (FORMERLY ANCHORAGE ADVISORS, L.L.C.)
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                          (a) o
(b) þ
3.
SEC USE ONLY
 
4.
SOURCES OF FUNDS
AF(1) (See Item 3)
5.
CHECK BOX 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
0
8.
SHARED VOTING POWER
42,398,582.80
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
42,398,582.80
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,398,582.80
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ORDINARY SHARES
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14.
TYPE OF REPORTING PERSON
OO, IA
_______________________________
 
(1)  Funds for all purchases of Common Shares (as defined in the Schedule 13D) beneficially owned by the Reporting Persons (as defined in the Schedule 13D) have been made out of the working capital of Anchorage Capital Master Offshore, Ltd.
 
(2)  Calculation is based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.
 

 
 
 


 
CUSIP No. 409321106  
13D/A
  
1.
NAMES OF REPORTING PERSONS
ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                          (a) o
(b) þ
3.
SEC USE ONLY
 
4.
SOURCES OF FUNDS
WC(1) (See Item 3)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
0
8.
SHARED VOTING POWER
42,398,582.80
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
42,398,582.80
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,398,582.80
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ORDINARY SHARES
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14.
TYPE OF REPORTING PERSON
OO
_______________________________
 
(1)  Funds for all purchases of Common Shares (as defined in the Schedule 13D) beneficially owned by the Reporting Persons (as defined in the Schedule 13D) have been made out of the working capital of Anchorage Capital Master Offshore, Ltd.
 
(2)  Calculation is based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.


 
 
 


 
CUSIP No.   409321106
13D/A
  
1.
NAMES OF REPORTING PERSONS
ACMO-HR, L.L.C.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
3.
SEC USE ONLY
 
4.
SOURCES OF FUNDS
AF(1) (See Item 3)
5.
CHECK BOX 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
0
8.
SHARED VOTING POWER
42,398,582.80
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
42,398,582.80
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,398,582.80
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ORDINARY SHARES
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14.
TYPE OF REPORTING PERSON
PN
_______________________________
 
(1)  Funds for all purchases of Common Shares (as defined in the Schedule 13D) beneficially owned by the Reporting Persons (as defined in the Schedule 13D) have been made out of the working capital of Anchorage Capital Master Offshore, Ltd.
 
(2)  Calculation is based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.
 

 
 
 


 
CUSIP No.   409321106
13D/A
  
1.
NAMES OF REPORTING PERSONS
ANTHONY L. DAVIS
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
3.
SEC USE ONLY
 
4.
SOURCES OF FUNDS
AF(1) (See Item 3)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITES STATES OF AMERICA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
42,398,582.80
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
42,398,582.80
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,398,582.80
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ORDINARY SHARES
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14.
TYPE OF REPORTING PERSON
IN, HC
_______________________________
 
(1)  Funds for all purchases of Common Shares (as defined in the Schedule 13D) beneficially owned by the Reporting Persons (as defined in the Schedule 13D) have been made out of the working capital of Anchorage Capital Master Offshore, Ltd.
 
(2)  Calculation is based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.
 

 
 
 


 
CUSIP No.   409321106
13D/A
  
1.
NAMES OF REPORTING PERSONS
KEVIN M. ULRICH
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) þ
3.
SEC USE ONLY
 
4.
SOURCES OF FUNDS
AF(1) (See Item 3)
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
0
8.
SHARED VOTING POWER
42,398,582.80
9.
SOLE DISPOSITIVE POWER
0
10.
SHARED DISPOSITIVE POWER
42,398,582.80
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,398,582.80
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN ORDINARY SHARES
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.9%(2)
14.
TYPE OF REPORTING PERSON
IN, HC
_______________________________
 
(1)  Funds for all purchases of Common Shares (as defined in the Schedule 13D) beneficially owned by the Reporting Persons (as defined in the Schedule 13D) have been made out of the working capital of Anchorage Capital Master Offshore, Ltd.
 
(2)  Calculation is based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.
 

 
 
 

SCHEDULE 13D/A
 
This Amendment No. 4 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons (as defined therein) with the United States Securities and Exchange Commission (the “SEC”) on October 12, 2010 (the “Original Schedule 13D”), the Schedule 13D/A filed by the Reporting Persons with the SEC on December 28, 2010 (“Amendment No. 1”), the Schedule 13D/A filed by the Reporting Persons with the SEC on May 24, 2012 (“Amendment No. 2”) and the Schedule 13D/A filed by the Reporting Persons with the SEC on June 29, 2012 (“Amendment No. 3”) and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 4, the “Schedule 13D”) relating to the common stock, $0.01 par value per share (the “Common Shares”), of Hampton Roads Bankshares, Inc., a Virginia corporation (“HRB”).  HRB’s principal executive offices are located at 999 Waterside Drive, Suite 200, Norfolk, VA 23510.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
 
The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:
 
Item 3.  Sources and Amount of Funds or Other Consideration.
 
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
 
The amount of funds used by ACMO to purchase a total of 16,007,143 Common Shares in connection with the Standby Purchase Commitment, as described below in Item 4, was $11,205,000.10.
 
Item 4.  Purpose of Transaction.
 
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
 
This Amendment No. 4 is being filed in connection with the closing of the Rights Offering and the Standby Purchase Commitment.

On August 6, 2012, HRB commenced the Rights Offering.  The Rights Offering expired on September 5, 2012.  As previously disclosed, the Investors agreed to serve as standby purchasers of all or a portion of the shares offered but not purchased in the Rights Offering in accordance with the terms of the Standby Purchase Agreement.  As a result, on September 27, 2012, ACMO purchased 16,007,143 Common Shares at the closing of the Standby Purchase Commitment at a purchase price of $0.70 per Common Share.

The additional Common Shares acquired by ACMO under the Standby Purchase Commitment  were and are being acquired for investment purposes and such acquisition was and is not motivated by an intent to exercise control, directly or indirectly, over the management, policies or business operations of HRB.  
 
The foregoing references to and description of the Standby Purchase Agreement are not intended to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Standby Purchase Agreement, incorporated by reference into this Item 4.
 
Item 5.  Interests in Securities of HRB.
 
Item 5 of the Schedule 13D is hereby amended and supplemented as follows:
 
 
 
 
 
 
 
(a) and (b)

The Reporting Persons may be deemed to have a direct or indirect, as applicable, beneficial interest in 42,398,582.80 Common Shares held of record by ACMO.  Each of the Reporting Persons disclaims beneficial ownership of such Common Shares except to the extent of its pecuniary interest therein.  The aggregate amount of Common Shares represents approximately 24.9% of the total outstanding Common Shares, based upon 170,278,452 Common Shares currently outstanding as reported to the Reporting Persons as of September 27, 2012.
 
Anchorage Offshore is the sole member of ACMO.  Management is the sole managing member of Capital Group and Capital Group is the investment manager of Anchorage Offshore.  Because of their respective relationships with ACMO and each other, each of the Reporting Persons may be deemed to share voting and disposition power with respect to 42,398,582.80 Common Shares.  No Reporting Person may be deemed to have sole voting and disposition power with respect to any Common Shares.
 
(c)
 
Except as set forth in this Item 5, none of the Reporting Persons, nor to the knowledge of each of the Reporting Persons, has engaged in any transaction during the past 60 days involving the securities of HRB.
 
(d)
 
To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by them.
 
(e)
 
Not applicable.
 
 


 
 
 

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.

Dated: September 27, 2012


ANCHORAGE ADVISORS MANAGEMENT, L.L.C.

By:  /s/ Kevin M. Ulrich                                                                
Name:  Kevin M. Ulrich
Title:    Managing Member


ANCHORAGE CAPITAL GROUP, L.L.C.

By:  /s/ Natalie Birrell                                                                
Name:  Natalie Birrell
Title:    Chief Operating Officer


ANCHORAGE CAPITAL MASTER OFFSHORE, LTD.

By:  /s/ Natalie Birrell                                                                
Name:  Natalie Birrell
Title:    Director


ACMO-HR, L.L.C.

By:  Anchorage Capital Master Offshore, Ltd., its sole member
 
By:  Anchorage Capital Group, L.L.C., its investment manager

By: /s/ Natalie Birrell                                                                
Name: Natalie Birrell
Title:  Chief Operating Officer


ANTHONY L. DAVIS

/s/ Anthony L. Davis                                                                


KEVIN M. ULRICH

/s/ Kevin M. Ulrich