SC 13D/A 1 d6106301_13d-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*


Virginia National Bankshares Corporation
(Name of Issuer)


Common Stock, par value $2.50
(Title of Class of Securities)


928031103
(CUSIP Number)

Daniel P. Goodall
Swift Run Capital Management, LLC
310 4th Street NE, Suite 102
Charlottesville, VA 22902
(434) 817-4234
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

September 16, 2014
(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 ss.240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box [_].
 
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.
928031103
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
SRCM Holdings LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[x]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 

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
 
 
 
 
 
241,741.5
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
241,741.5
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
241,741.5

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
9.0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
OO
 
 
 
 



CUSIP No.
928031103
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Swift Run Capital Management, LLC
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[x]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 

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
 
 
 
 
 
241,741.5
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
241,741.5
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
241,741.5

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
9.0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
OO
 
 
 
 



CUSIP No.
928031103
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Swift Run Capital, LP
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a)
[_]
 
 
(b)
[x]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
WC
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 

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
 
 
 
 
 
190,152.5
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 

10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
190,152.5
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
190,152.5

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
[_]
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
7.0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
PN
 
 
 
 



CUSIP No.
928031103
 
 

1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
 
 
 
Timothy S. Mullen
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[_]
 
 
(b)
[x]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
[_]
 
 
 
 
 
 

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
 
 
 
 
 
241,741.5
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
0
 


10.
SHARED DISPOSITIVE POWER
 
 
 
 
 
 
241,741.5
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
241,741.5

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
 
 
CERTAIN SHARES
 
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
9.0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 
 
 
 



CUSIP No.
928031103
 
 
 
 
 

Item 1.
Security and Issuer.
 

 
The class of equity security to which this statement relates is the Common Stock, par value $2.50 (the "Shares"), of Virginia National Bankshares Corporation, a Virginia corporation (the "Issuer").  The address of the principal executive offices of the Issuer is 404 People Place, Charlottesville, Virginia, 22911.
 

Item 2.
Identity and Background.
 

 
(a), (f)
The persons filing this statement are SRCM Holdings LLC, a Delaware limited liability company ("SRCM Holdings"), Swift Run Capital Management, LLC, a Delaware limited liability company ("SRCM"), Swift Run Capital, LP, a Delaware limited partnership ("SRC"), and Timothy S. Mullen, a United States citizen ("Mr. Mullen" and, together with SRCM Holdings, SRCM and SRC, the "Reporting Persons").
 
 
 
 
 
 
(b)
The address of the principal business and principal office of SRCM Holdings, SRCM, SRC and Mr. Mullen is 310 4th Street NE, Suite 102, Charlottesville, Virginia 22902.
 
 
 
(c)
SRCM Holdings is a holding company that is the sole member of SRCM.  SRCM is a Virginia-registered investment advisor that provides investment management services to its private fund and managed account clients.  SRCM also serves as the general partner of the SRC and is responsible for managing the business and investments of SRC.  Timothy S. Mullen is the Manager of SRCM and is responsible for its day-to-day operational control.  Mr. Mullen is also SRCM's principal owner through his ownership interests in SRCM Holdings and other entities that he directly or indirectly owns.  Mr. Mullen also serves as President and Chief Investment Officer of SRC.
 
 
 
(d)
None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 
 
(e)
None of the Reporting Persons have, 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.
 
 
 
 
 


Item 3.
Source and Amount of Funds or Other Consideration.

The funds for the purchase of the 241,741.5 Shares beneficially owned by SRCM Holdings came from the working capital of SRC and certain managed accounts that SRCM manages.  No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 241,741.5 Shares beneficially owned by SRCM came from the working capital of SRC and certain managed accounts that SRCM manages.  No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 190,152.5 Shares beneficially owned by SRC came from its working capital.  No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
The funds for the purchase of the 241,741.5 Shares beneficially owned by Mr. Mullen as a result of Mr. Mullen being a control person of SRCM Holdings and SRCM came from the working capital of SRC and certain managed accounts that SRCM manages.  No borrowed funds were used to purchase such Shares, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.
 
 

 
Item 4.
Purpose of Transaction.
 

 
The Shares held by the Reporting Persons were acquired for investment in the ordinary course of the Reporting Persons' investment activities because they believe the Shares represent an attractive investment opportunity.
The Reporting Persons believe that the Issuer's financial performance can be improved to create greater long-term value for the Issuer's shareholders and accordingly, have recently had communication with the Issuer's Board of Directors (the "Board").
 
Specifically, on September 16, 2014, the Reporting Persons attended a Board meeting and shared their views regarding potential strategic options available to the Issuer.  The Reporting Persons believe that the Issuer should begin a program to return excess capital to its shareholders through increased dividends and/or through the implementation of an Issuer share-buyback program.  The Reporting Persons also believe that the Issuer should spin-off the contract rights of an agreement between the Issuer and SRCM in which SRCM pays the Issuer 20% of all revenues derived from former clients of the Issuer until 2023 (the "SRCM Asset").  In support of these views, the Reporting Persons prepared and submitted to the Board a presentation titled "Five Steps to Maximize VABK Value" and an analysis of the benefits to the Issuer of spinning-off the SRCM Asset, which are attached hereto as Exhibits B and C, respectively.
 
To follow up on its proposals, on September 25, 2014, the Reporting Persons sent a letter to the Board (the "Letter to the Board") to afford the Board the opportunity to fully understand the Reporting Persons' proposals to maximize shareholder value.  As such, it summarizes the proposals and lists certain anticipated benefits of their adoption.  The Letter to the Board is attached hereto as Exhibit D.
 
The Reporting Persons and their representatives may, from time to time, engage in discussions with management of the Issuer, the Board, other stockholders and third parties regarding any of the above.
 
Depending upon, among other things, the outcome of the discussions referenced above, current and future trading prices for the Shares, the financial condition, results of operations and prospects of the Issuer and its businesses, other investment opportunities available to the Reporting Persons, conditions in the securities markets, general economic conditions and other factors that the Reporting Persons deem relevant, the Reporting Persons may from time to time acquire additional Shares or sell Shares in the open market, in privately negotiated transactions or otherwise, and may take such other actions with respect to their investment in the Issuer as they may deem appropriate, including, without limitation, changing their intention with respect to any of the matters enumerated above.
 
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
 
The Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own.
 
 
 
 
 


Item 5.
Interest in Securities of the Issuer.
 

 
(a)-(d)
 
As of the date hereof, SRCM Holdings may be deemed to be the beneficial owner of 241,741.5 Shares, constituting 9.0% of the Shares, based upon 2,697,536 Shares outstanding.  SRCM Holdings has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 241,741.5 Shares.  SRCM Holdings has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 241,741.5 Shares.
 
As of the date hereof, SRCM may be deemed to be the beneficial owner of 241,741.5 Shares, constituting 9.0% of the Shares, based upon 2,697,536 Shares outstanding.  SRCM has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 241,741.5 Shares.  SRCM has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 241,741.5 Shares.
 
As of the date hereof, SRC may be deemed to be the beneficial owner of 190,152.5 Shares, constituting 7.0% of the Shares, based upon 2,697,536 Shares outstanding.  SRC has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 190,152.5 Shares.  SRC has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 190,152.5 Shares.
 
As of the date hereof, Mr. Mullen may be deemed to be the beneficial owner of 241,741.5 Shares, constituting 9.0% of the Shares, based upon 2,697,536 Shares outstanding.  Mr. Mullen has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 241,741.5 Shares.  Mr. Mullen has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 241,741.5 Shares.
 
There have been no transactions by the Reporting Persons in the Shares during the past 60 days.
 
 
 
 
 
(e)
N/A
 
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect
 
 
to Securities of the Issuer.
 

 
On March 6, 2014, SRC acquired 190,152.5 Shares pursuant to a stock purchase agreement with a private third party seller (the "Stock Purchase Agreement").  Pursuant to the Stock Purchase Agreement, the purchase price for the Shares was $20.10 per share, resulting in an aggregate payment of $3,822,065.25.  As additional consideration, SRC also agreed to pay the seller 25% of: (i) all gross profits that SRC receives from any sale, transfer or other disposition of the Shares to a non-affiliate of SRC, or any securities received in exchange for, or as a distribution or dividend on the Shares; and (ii) all gross future income or proceeds from the Shares, or any securities received in exchange for, or as a distribution or dividend on the Shares, including, without limitation, all payments, interest, distributions, dividends, monies, claims for money due and to become due, shares of stock issued in exchange for, or as distributions or dividends on the Shares, or any securities received in exchange for, or as a distribution or dividend on the Shares.
 
Please see the discussion in Item 4 above for a summary of recent communications the Reporting Persons have had with the Issuer.
 

Item 7.
Material to be Filed as Exhibits.
 

 
Exhibit A:  Joint Filing Agreement
Exhibit B:  Presentation Submitted to the Board on September 16, 2014
Exhibit C:  Reporting Persons' Analysis of the Benefits to the Issuer of Spinning-Off the SRCM Asset
Exhibit D:  Letter to the Board
 

SIGNATURES

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.


 
September 25, 2014
 
 
(Date)
 
 
 
 
 
 
 
 
SRCM Holdings LLC
 
 
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
Name:
Timothy S. Mullen
 
 
Title:
Principal Owner and Manager
 
 
 
 
 
 
 
 
 
 
Swift Run Capital Management, LLC
 
 
 
 
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
Name:
Timothy S. Mullen
 
 
Title:
Principal Owner & Manager
 
 
 
 
 
 
 
 
 
 
Swift Run Capital, LP
 
 
 
 
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
Name:
Timothy S. Mullen
 
 
Title:
President and Chief Investment Officer
 
 
 
 
 
 
 
 
 
 
Timothy S. Mullen
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
 
 
 
 
 
 
 


*  Each Reporting Person specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).



Exhibit A

AGREEMENT

The undersigned agree that this Amendment No. 1 to Schedule 13D, dated September 25, 2014, relating to the Common Stock, par value $2.50 of Virginia National Bankshares Corporation shall be filed on behalf of the undersigned.



 
September 25, 2014
 
 
(Date)
 
 
 
 
 
 
 
 
SRCM Holdings LLC
 
 
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
Name:
Timothy S. Mullen
 
 
Title:
Principal Owner and Manager
 
 
 
 
 
 
 
 
 
 
Swift Run Capital Management, LLC
 
 
 
 
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
Name:
Timothy S. Mullen
 
 
Title:
Principal Owner & Manager
 
 
 
 
 
 
 
 
 
 
Swift Run Capital, LP
 
 
 
 
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
Name:
Timothy S. Mullen
 
 
Title:
President and Chief Investment Officer
 
 
 
 
 
 
 
 
 
 
Timothy S. Mullen
 
 
 
 
 
 
By:
/s/ Timothy S. Mullen
 
 
 
 
 
 
 
 
 



Exhibit B

 
 
 
 
 
 
 

 
 
 
 

 
 
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 
 
 

 
 
 

 
 
 
 

 
 
 
 
 
 
 

 
 
 
 
 
 

 
THE STRATEGIC PLANNING & CAPITAL ALLOCATION COMMITTEE OF VIRGNIA NATIONAL BANKSHARES CORPORATION BOARD OF DIRECTORS (EXAMPLE CHARTER)
CHARTER AND PURPOSE
The Strategic Planning & Capital Allocation Committee (the "Committee") of the Board of Directors (the "Board") of Virginia National Bankshares Corporation (the "Company") shall assist the full Board in reviewing the Company's strategic investments, acquisitions and dispositions, capital structure, material capital allocation decisions, financial strategies, and other opportunities for maximizing shareholder value.
MEMBERSHIP
The Committee shall consist of three independent Directors of the Board, each of whom should be generally familiar and experienced with items likely to come before the Committee. The Committee shall not include Directors who are any of the following: (i) an employee of the Company or any of its subsidiaries, and (ii) (to remove even an appearance of a conflict of interest) any Director who is an employee, associate, owner or principal of an entity which receives payments from the Company in exchange for goods/services provided to the Company (e.g., a vendor).
Members of the Committee shall be appointed by the Board and shall serve until the meeting of the Board occurring immediately after the next following annual meeting of stockholders unless they earlier resign or are removed by the Board acting in its discretion. Unless a Chairperson is elected by the Board, the members of the Committee may designate a Chairperson by majority vote.
MEETINGS AND STRUCTURE
The Committee shall meet at least once per year, or more frequently as circumstances require. The Committee may ask members of management and others to attend Committee meetings and to provide pertinent information, as necessary. The Chairman of the Committee shall be responsible for preparing the agenda, presiding over meetings and coordination of reporting to the Board.
The Committee will act by a majority of the members present at a meeting. Meetings may be held in person or by telecommunications pursuant to which all members attending can communicate with each other. In lieu of a meeting, the Committee may act by unanimous written consent.
The Committee shall report its actions and recommendations to the Board after each Committee meeting.

DUTIES AND RESPONSIBILITIES
The Committee shall have the following duties and responsibilities:
(a) To consider and, if implemented by the full Board, review and monitor the Company's material capital allocation decisions, strategic investments, acquisitions, dispositions and other opportunities for maximizing shareholder value;
(b) To consider and, if implemented by the full Board, review and monitor the Company's dividend and share repurchase policies and programs and other strategies to return capital to stockholders;
(c) To review the Company's capital structure and financial strategies (including debt and equity issuances and repurchases) in view of the current and anticipated financial requirements in relation to the Company's short and long term plans;
(d) To review with management the key issues, options, and external developments impacting the Company's strategy and to generally act as a sounding board for management on related issues;
(e) To meet with management periodically to monitor the Company's performance and ensure the Board is regularly apprised of the Company's progress with respect to implementation of the approved strategy.
(f) To generally act as a liaison between management and the Board on material capital allocation decisions, strategic investments, acquisitions, dispositions and other opportunities for maximizing shareholder value;
(g) To perform such other duties as the Board may assign to the Committee from time to time.
For the avoidance of doubt, the Committee shall not have or be assigned any authority or responsibility with respect to matters delegated by the Board to the Company's Audit, Compensation or Governance Committees
REVIEW OF CHARTER
The Committee shall at least annually review this Charter and propose to the Board any amendments it deems appropriate.
MISCELLANEOUS
The Committee shall have authority, to the extent it deems necessary or appropriate, to retain, dismiss and replace independent legal, accounting or other consultants to assist and advise the Committee in the performance of its purposes, duties, and responsibilities. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to any advisors employed by the Committee.
 
 
 

 
 
 
 
 

 
 
 
 
 
 

 
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 

Exhibit C
 
 
 
 
 
 

 


Exhibit D

 
 
 
 

September 25, 2014

Director Steven W. Blaine
Director Nancy L. Brody
Director John J. Davies III
Chairman William D. Dittmar, Jr.
Director James T. Holland
Director William Bolling Izard, Jr.
CEO / Director Glenn W. Rust
Director Gregory L. Wells

c/o Donna G. Shewmake, General Counsel & Corporate Secretary
Virginia National Bankshares Corporation
404 People Place
Charlottesville, VA 22911

Dear Board of Directors:

Thanks for inviting us to your board meeting last Tuesday. It was a pleasure to share with everyone our thoughts on potential strategic options available to VNB. Our proposals are standard options and techniques which have been used by countless other companies, generally with very positive results.
We were pleased to see this week the announcement that the Board had authorized a buy-back of up to 400,000 shares of VNB. This is a good and necessary first step on the path to maximizing value for VNB shareholders.

We think that Management and the Board at VNB have done a great job in building a solid bank, one that is based on an especially valuable deposit franchise. It is clear, however, that the competitive operating environment is very challenging for VNB and similarly situated banks. Fate, Congress, regulators, the economy, the Federal Reserve and countless other entities and events have conspired to make it very, very tough to generate acceptable returns on shareholder capital. This is just the unfortunate reality for a small bank.

In light of this, we strongly believe the responsible course for the Board is to begin an exploration process to ascertain its alternatives and the relative value of those alternatives for shareholders.
Those alternatives would include, but not be limited to:

(i) continue as is,
(ii) sell wealth management,
(iii) merger of equals ("MOE"), or
(iv) sell to highest bidder.







While this exploration process is playing out, VNB should begin a program to return excess capital to its shareholders through dividends and/or your authorized share buyback. The relative illiquidity or market price of your shares may make it impossible to repurchase any significant number of shares, therefore VNB will have to use judgment about when to utilize the dividend option. As we discussed, it destroys value to overpay for your own shares and it obviously doesn't do anything if you are unable to repurchase any shares. Therefore an increased dividend may be the only option for returning excess capital to shareholders.

At our meeting, there was no discussion or questions on the proposed spin-off of the Swift Run Capital Management ("SRCM") contract rights to shareholders (or as we refer to it: "the no-brainer spin-off of the SRCM contract rights"). Obviously, there was limited time available for us and the Board has a busy schedule, so we are hopeful the lack of time spent on this was due to the overwhelming logic of the idea. A few comments on this "idea" are in order.

As a refresher, the SRCM contract provides that VNB will be paid, in cash, 20% of all revenues derived from former VNBTrust clients who become clients of SRCM. This is a ten year arrangement, which ends completely in 2023. Cash is paid to VNB thirty days after each quarter-end, except at year-end, when there is a sixty day deadline. The "Confirmation Agent" (an independent accounting firm) checks the numbers each quarter and has an additional thirty days (which starts upon VNB's receipt of the cash) to confirm the numbers or, alternatively, come up with a different number. This means that sixty days after each quarter and ninety days after year-end, VNB has both the money and the confirmation of the accuracy of the amount of money.

As SRCM generates revenues from former VNBTrust clients, it pays 20% of those revenues to VNB. Those revenues come both quarterly (i.e., management fees) and annually (i.e., incentive related income, based on returns generated for clients). In dollar terms, the management fee portion paid to VNB is running at approximately $200,000 to $250,000 a year. The incentive fee portion - based upon returns - it is unpredictable and can certainly be zero, but it should be 2x to 5x the management fee portion. Consider the following table of estimates:
 
 
 
Approximate Return on AUMs (drives incentive fees)
 
0%
6%
10%
12%
15%
Estimated SRCM fees to VNB
 
 
 
 
 
Est. Management Fee
$200,000
$200,000
$200,000
$200,000
$200,000
Est. Incentive Fee
$0
$500,000
$750,000
$1,000,000
$1,250,000
Est. Total SRCM Fees to VNB
$200,000
$700,000
$950,000
$1,200,000
$1,450,000
Est. SRCM fees per VABK share
$0.07
$0.26
$0.35
$0.44
$0.54
 
 
 
 
 
 
Current Annual VNB dividend
 
 
 
 
 
Approximate total dollar amount
$809,400
$809,400
$809,400
$809,400
$809,400
Annual dividend per share
$0.30
$0.30
$0.30
$0.30
$0.30
 
 
 
 
 
 
SRCM fees as a % of VNB current annual dividend
25%
86%
117%
148%
179%
 
 
 
 
 
 
Proposed Spin-off scenario (SCRM plus current dividend)
 
 
 
 
 
Pro-Forma distribution amount
$1,009,400
$1,509,400
$1,759,400
$2,009,400
$2,259,400
Pro-Forma distribution per VNB share
$0.37
$0.56
$0.65
$0.74
$0.84
 
 
 
 
 
 
Pro-Forma distrib. compared to current dividend
125%
186%
217%
248%
279%
 
 
 
 
 
 
 

The information in the table shows the relative amounts of (i) the SRCM fees that VNB is likely to receive (and unfortunately pay corporate taxes on until you spin it off), (ii) the amount of your current dividend, and (iii) the increase a shareholder might receive in total distributions if you were to simply keep the current dividend and pursue the spin-off. Essentially, shareholders could expect an additional $.08 to $.55 per share, each year, for ten years. This off a base of $.30 per share current dividend, so this makes for quite a percentage increase! Obviously, these numbers require a lot of things happening in the future that we can't possibly predict or know – and they could be materially higher or lower.





 
Therefore, for your consideration, the following is a quick, non-exhaustive list of why this asset should be spun off directly to shareholders:

1. The market price of VNB does not give VNB any value for owning it – despite the fact that it should produce some cash, and therefore have some value. A "hidden asset" such as this can best provide value to shareholders through a spin-off.
2. Keeping it within VNB forces shareholders to pay the corporate tax on the income the SRCM interest generates. Spinning it off to shareholders - in an LLC form - will relieve shareholders of this tax burden. Since the corporate tax rate at VNB has historically been somewhere between 30% and 35%, spinning it out results in some significant potential savings. Over the ten-year period window, this could well aggregate into multiple millions of dollars of savings.
3. This is a non-core asset. In addition, there is no way to "manage" it to improve its results. From the individual shareholder perspective, they are not made worse off by the lack of professional management (as long as they can cash a check, they are ok). Said differently, an individual owner of an asset like this would never look to hire a corporate entity to "manage" it for them, and pay 30% to 35% of the income to that corporate manager. That would be crazy!
4. In the future, this asset may clutter up the Bank's financial statements, making it slightly harder for shareholders to understand the performance of their company. For example, your Form 10K includes reporting by operating segment for "Bank" and "VNBTrust" (now "Wealth Management"), something we would like for you to do on a quarterly basis, only with more detail. It is not clear to us which segment will contain this earnings stream or that the earnings stream ought to be in either of those segments any longer. Inevitably this will consume Management's time with related questions.
5. This asset presents accounting and regulatory issues. It is certainly possible - even likely - that a future interpretation of Dodd-Frank rules may require VNB to divest this asset, which would likely make the difficulties of the spin-off process seem like a cake-walk by comparison.  This too will consume Management's time.
6. If, during the life of the contract, VNB issues any equity for any reason (e.g., as part of an acquisition or pursuant to stock options for employees/Board members), the current VNB shareholder ownership in the SRCM interest will be needlessly diluted. As an aside, this is why SRCM voted against the 2014 Stock Incentive Plan to issue options on up to 250,000 shares of stock (which represents approximately 9% of current shares outstanding). To the extent there is any, this is not good dilution.

So, to sum up, there are multiple reasons to pursue the spin-off of the SRCM asset, which taken together, make for an overwhelming case for doing so. There is a real dollar cost (i.e., corporate taxes) imposed upon all shareholders by not spinning it off.  Therefore, there needs to be an incredibly important business purpose (or possibly legal restriction unknown to the lawyers we consulted about this matter) for the Board to keep it as is.




 

We should note that we have yet to meet or speak with a shareholder that doesn't support the general ideas we have proposed to you. Like us, those shareholders would also like to hear from the company as to what the Board's "plan" is going forward. As we mentioned in the meeting, a meeting with investors would be a logical next step. Many publicly traded companies do "Investor Days" where they present their plans and do a Q and A session, often to address large issues. Something of that nature might be appropriate here.

We prepared this letter because we wanted the Board to fully understand SRCM's views.  Consistent with our Section 13 filing obligation, we intend to attach this letter as an exhibit to our Schedule 13D amendment filing.

We appreciate the work and effort you are putting into these issues.  We also look forward to constructively working with you in any way possible in order to maximize value for all shareholders.

Sincerely,


Swift Run Capital Management

cc: Jay Baroody, Esq. Seward & Kissel LLP