Exhibit (a)(1)(A)
Offer to Exchange
Each Outstanding Share of Hampton Roads Bankshares, Inc.
8.75% Non-cumulative Perpetual Preferred Stock, Series A (CUSIP No. 409321205)
(“Series A Preferred”)
For
375 Shares of Hampton Roads Bankshares, Inc. Common Stock
And
Offer to Exchange
Each Outstanding Share of Hampton Roads Bankshares, Inc.
12.00% Non-cumulative Perpetual Preferred Stock, Series B (CUSIP No. 409321304)
(“Series B Preferred”)
For
375 Shares of Hampton Roads Bankshares, Inc. Common Stock
(“Common Stock”)
Hampton Roads Bankshares, Inc. (“Company”) is offering to exchange, upon the terms and subject to the
conditions described in this document (“Exchange Offer Memorandum”) and in the related letter of transmittal,
each properly tendered and accepted share of Series A Preferred for 375 newly issued shares of our Common
Stock. In addition, we are offering to exchange, upon the terms and subject to the conditions described in this
Exchange Offer Memorandum and in the related letter of transmittal, each properly tendered and accepted share
of Series B Preferred for 375 newly issued shares of our Common Stock.
The offers to exchange with holders of Series A Preferred and Series B Preferred are collectively referred to
herein as the “Exchange Offers.” The number of shares of Common Stock issued for each preferred share is
known as the “Exchange Ratio.” Each share of Series A Preferred and Series B Preferred has a face value and
liquidation preference of $1,000 per share (“Liquidation Value”). The Exchange Ratio was unanimously
approved by a Special Committee of the Company’s board of directors (the “Board of Directors”) and
unanimously approved by the Board of Directors.
The maximum number of shares of Common Stock issuable in both Exchange Offers on a combined basis is
22,806,000 shares (the “Maximum Amount”). We reserve the right, but are not obligated, to increase or
decrease the Maximum Amount.
The Exchange Offers will expire at 5:00 p.m.,