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October 1, 2020

Fauquier Bank for decades resisted merger overtures

Photo/Lawrence Emerson
Newer TFB-branded items will join these Fauquier National Bank matchbooks from the 1970s as collectible.
By .(JavaScript must be enabled to view this email address)
It seemed inevitable, but The Fauquier Bank’s planned sale — “a merger of equals” — nonetheless surprises those who just assumed the 118-year-old institution would remain independent, its name forever secure because of tradition — still strong currency in this county.

One can imagine the solemn faces watching when the Virginia National Bank signs get hoisted next year outside TFB branches in Bealeton, Catlett, New Baltimore, The Plains and Warrenton.

Although the community’s oldest, largest bank offers extensive online services, it retains a vintage-tweed-jacket sense of familiarity for thousands of people. Generations of Fauquier families have opened savings accounts and borrowed for cars, homes and business operations from the bank. Its “wealth management” division administers family trusts and stewards millions of old and new Fauquier money. Chairman John B. Adams Jr. serves in the same role as his late father. Other directors have similar family roots in the bank that opened March 20, 1902, in rented space at 7 Culpeper St., with one teller and $25,000 of local capital.

No other bank has a branch in The Plains, population 234.

The 1990s brought a wave of mergers in Fauquier’s banking market, where First Virginia Bank for years had the only branch of an outside institution. Major shareholders of the People’s National Bank of Warrenton wanted greater returns and more robust trading of shares, forcing a merger with Winchester-based F&M, which BB&T later acquired.

The State Bank of Remington, Marshall National Bank & Trust and Jefferson Savings & Loan also disappeared in sales to larger institutions.

But, The Fauquier National Bank (its old name) remained resolutely independent, declining merger offers.

Still, bank executives — including Fauquier’s then-President C. Hunton Tiffany — along with other business leaders at all levels, began to talk more about shareholder interests. As stock market participation increased dramatically nationwide, Main Street conversations about corporate financial performance grew much more common.

Under Mr. Tiffany, the bank went through “re-engineering,” a popular business term of the time, reducing its staff and adopting new technology in pursuit of increased profits.

Fauquier Bankshares joined Nasdaq to expand the market for its stock.

The bank will improve financial performance and retain its independence, the board and officers repeatedly asserted. And, it did, for another quarter-century — even as bigger competitors entered the market, the mergers got larger and the federal regulations grew more intense and costly. Suitors kept probing.

A decade ago, major shareholders David van Roijen and the then-retired Mr. Tiffany pressed for a sale, making presentations at two annual meetings and organizing a proxy fight for board seats that fell short.

But, some holders of significant inherited shares more often talked quietly about unrealized potential gains that a sale or merger could bring.

Then in August came the news Ategra Capital Management had assembled almost 360,000 shares or 9.5 percent of Fauquier Bankshares’ outstanding stock and sought to influence management.

On Aug. 18, Wharton School-educated Jonathan Holtaway, an experienced “bank industry and advisor” who co-founded Vienna-based Ategra in 2005, requested a seat on the Fauquier Bankshares board, according a Securities and Exchange Commission filing.

Mr. Holtaway “expected to have future discussion with the (Fauquier Bankshares) management and board of directors covering a broad range of subjects relative to performance, shareholder value and governance,” the document states.

To this layperson with little knowledge, an Aug. 20 “Google Alert” about Ategra’s position suggested that change would come — perhaps soon.

Thursday morning’s press release, issued just after 8 o’clock, confirmed that hunch.

I thought back to the People’s Bank stockholders’ tense showdown long ago at Fauquier Springs Country Club and about the Marshall and Remington acquisitions as part of the drip-drip-drip change in community banking and this county, where local financial institutions dominated for more than a century.

The community will wonder about the effects of TFB’s sale, which will leave 11-year-old Oak View National as the only full-fledged bank headquartered in Fauquier.

Presumably, many of TFB’s employees, “products” and offices will remain in place under the Virginia National Bank brand, and Fauquier shareholders will benefit.

But, in an industry that demands ever-greater performance, each office will get more scrutiny. The Fauquier Bank headquarters, prominently sited on Courthouse Square in Warrenton, seems a likely candidate for sale. If that comes about, county government almost certainly would consider its purchase, perhaps as a part of a solution to the need for better courtrooms.

Part of the county bedrock, The Fauquier Bank supports a broad range of community organizations and causes. Citizens and community leaders hope that will continue, of course. But, nobody can predict what the future will bring — especially in business.

The bigger Virginia National Bank suddenly will attract more potential merger attention because of improved efficiency and The Fauquier Bank’s addition of a strong position in this extremely attractive market.

The surviving company also has a name that would appeal in markets far beyond Fauquier

Contact Editor “Lou” Emerson at .(JavaScript must be enabled to view this email address) or 540-270-1845.
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chrisrous · October 6, 2020 at 11:03 am
Look what happened to Marshall bank and Middleburg bank, am sure the same will happen to TFB.
JDwarrenton · October 5, 2020 at 7:06 am
tried moving my business account to TFB several years ago. I deposited a large check to open the account, but the clerk recorded the wrong tax ID number. The wrong tax ID number linked me with some deadbeat that had poor credit or a history of fraudulent checks or something, and they immediately froze my account. I asked to close the account and be done with them. They said they would need to keep the funds, which I couldn't access, for 10 more days, before they could release them and close the account. I WOULD NEVER USE THEM AGAIN, I DON'T CARE WHAT THEY CALL THEMSELVES.
ivebeenrued · October 3, 2020 at 8:49 pm
A few years back, my wife and I wanted to support TFB so we decided to stop in an get a quote for a new car loan. They informed us that their new car rates started at 7.99%. I asked if they were even trying to be competitive and they said no. Navy Federal got our business with a 0.9% rate.
AlexHammer · October 2, 2020 at 9:05 am
The marketplace is crowded with all types of custom app developers. Today, even businesses who never would’ve needed apps in the past are getting into the game.
Truepat · October 2, 2020 at 6:36 am
Now is the time to support the "local" Oak View Bank and keep our money in our communities.....
Tier2 · October 1, 2020 at 7:56 pm
Sad passing of an era, but not unexpected in this day and age where the only way for banks to make money is to cut overhead and gain technological efficiencies. Fauquier Bank was at the end of rope, and Board lacked expertise and wherewithal to make changes needed.

If you look at the numbers you can see the problem.

VA National Bank has 91 employees with $66 million value.
Fauquier Bank has 147 employees with $54 million value.

Bad result for shareholders who should have listened to former Chairman Hunton Tiffany who urged buyout at $30+ per share when bank was trading in that price range.

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