M&A - Atlantic Union Bankshares Corp

Form Type: 8-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030587

Filing Summary: On April 1, 2025, Atlantic Union Bankshares Corporation completed its merger with Sandy Spring Bancorp, Inc. Sandy Spring merged into Atlantic Union, with Atlantic Union as the surviving corporation. Concurrently, Sandy Spring's subsidiary, Sandy Spring Bank, merged with Atlantic Union Bank, which will also continue as the surviving entity. The merger agreement stipulated that each share of Sandy Spring common stock would be converted into the right to receive 0.900 shares of Atlantic Union common stock each, with cash provided for any fractional shares. Various equity awards were also converted or fully vested based on the merger terms. The total consideration involved approximately 42 million shares of Company Common Stock. Following the merger, Sandy Spring will no longer exist as a separate legal entity and its common stock was delisted from Nasdaq. Atlantic Union also assumed Sandy Spring's financial obligations under certain indentures. The merger's announcement was made via a press release issued on the same day.

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Form Type: S-8

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000110465925030262

Filing Summary: Atlantic Union Bankshares Corporation is filing a registration statement on Form S-8 to register up to 1,163,672 shares of its common stock, par value $1.33 per share. These shares are intended for issuance pursuant to outstanding and unvested awards of time- and performance-vesting restricted stock units from the Sandy Spring Bancorp, Inc. 2024 Equity Plan and the 2015 Omnibus Incentive Plan. The awards under these plans were assumed by Atlantic Union in connection with a merger with Sandy Spring Bancorp, Inc., as defined in the Merger Agreement dated October 21, 2024. The conversion ratios for the awards are based on a 0.900 exchange ratio. This registration also includes additional shares that were available for future awards under the Sandy Spring Plans prior to the merger. The filing indicates compliance with Regulation requirements, including incorporation by reference of prior filings with the SEC.

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Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925009694

Filing Summary: On February 5, 2025, Atlantic Union Bankshares Corporation held a special meeting of shareholders to vote on two proposals. The first proposal, the Atlantic Union merger proposal, involved the approval of the Agreement and Plan of Merger between Atlantic Union and Sandy Spring Bancorp, which includes the issuance of Atlantic Union common stock to Sandy Spring shareholders. This proposal received a significant majority with 67,439,091 votes for, 2,400,633 against, and 87,269 abstentions. The second proposal aimed to adjourn the meeting if necessary, but it was withdrawn after the merger proposal was approved. The companies have obtained the necessary bank regulatory approvals to complete the merger, expected around April 1, 2025, subject to customary closing conditions. A joint press release detailing the meeting outcomes was issued by Atlantic Union and Sandy Spring on the same day.

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Form Type: 425

Filing Date: 2025-01-27

Corporate Action: Merger

Type: New

Accession Number: 000110465925006204

Filing Summary: Atlantic Union Bankshares Corporation has filed a communication related to its proposed merger with Sandy Spring Bancorp, Inc., which was announced on October 21, 2024. During a recent earnings conference call held on January 23, 2025, management detailed their confidence regarding the merger, which is anticipated to close on April 1, 2025, pending regulatory approvals and shareholder votes on February 5, 2025. The merger aims to create the largest regional bank headquartered in the lower Mid-Atlantic region, combining Atlantic Union's strong presence in Virginia with Sandy Spring's in Maryland. Key benefits of the merger include enhanced branch networks, product offerings, community benefits, increased capital access, and expanded career opportunities for employees. The transaction received favorable regulatory feedback from the Federal Reserve and is currently awaiting additional approvals from state regulators. Management expressed optimism about the integration and strategic future of the combined entity, highlighting the unique market positioning and operational synergies that the merger represents.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925006018

Filing Summary: On January 24, 2025, Atlantic Union Bankshares Corporation provided an update on its merger agreement with Sandy Spring Bancorp, Inc., which was initially reported on October 21, 2024. The document outlines various supplemental disclosures regarding the merger, following three lawsuits filed by purported shareholders alleging violations in the registration statement tied to the merger. Atlantic Union and Sandy Spring are supplementing their joint proxy statement/prospectus to address the claims and enhance disclosure without admitting any wrongdoing. The documentation includes details on the firm's engagement with Sodali & Co. for proxy solicitation and outlines how both companies will share expenses related to the merger. It emphasizes the board's review and discussions related to the merger's strategic rationale and its financial impact, including the expected easing of expenses associated with the merger process. The document provides new details about the merger's implications, funding strategies, and the financial advisory firms involved, including Morgan Stanley and KBW, associated analyses of comparable company performance, and the potential benefits from the merger. The engaged parties are working to ensure the merger proceeds smoothly despite the ongoing legal challenges and are asserting that the claims lack merit.

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Form Type: 8-K

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925006017

Filing Summary: On January 24, 2025, Atlantic Union Bankshares Corporation filed a Form 8-K to update regarding its previously announced merger agreement with Sandy Spring Bancorp, Inc. The update elaborates on the details and developments surrounding the merger, including a timeline of events leading up to the merger. The registration statement on Form S-4 filed on November 21, 2024, and updated with a joint proxy statement/prospectus by both companies on December 17, 2024, is highlighted. Additionally, the report mentions several lawsuits filed by purported shareholders against the company pertaining to the merger, alleging misleading registration statements and breaches of fiduciary duties, which Atlantic Union and Sandy Spring firmly deny. The report also includes supplemental disclosures intended to complement the previous joint proxy statement/prospectus, aiming to address concerns raised by the lawsuits and to minimize potential delays in the merger process. Furthermore, it outlines costs related to proxy solicitation and reiterates the mutual commitment of Atlantic Union and Sandy Spring to advance with the merger despite the pending legal matters.

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Form Type: 425

Filing Date: 2025-01-23

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925005616

Filing Summary: On January 23, 2025, Atlantic Union Bankshares Corporation communicated via email its fourth quarter and fiscal year 2024 earnings, highlighting a successful year, including the acquisition of American National Bankshares. An important announcement was made regarding the proposed acquisition of Sandy Spring Bancorp, aimed at enhancing their market presence and creating the largest regional bank in the lower Mid-Atlantic region. The email detailed that the Federal Reserve Bank of Richmond approved the merger on January 13, 2025, with pending approvals from state regulatory bodies. The companies aim for shareholder approval on February 5, 2025, and anticipate closing the transaction on April 1, 2025. The integration process with Sandy Spring is already in planning, showcasing confidence in cultural compatibility and expected benefits for customers and communities post-merger. Key financial performance metrics and strategic plans were also discussed, affirming the bank's commitment to sustainable growth and its adaptability in the evolving market landscape.

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Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003148

Filing Summary: On January 13, 2025, Atlantic Union Bankshares Corporation announced that the Federal Reserve Bank of Richmond approved its application for the holding company merger with Sandy Spring Bancorp, Inc. This merger is governed by the Agreement and Plan of Merger dated October 21, 2024. Following the holding company merger, Sandy Spring Bank will merge with Atlantic Union Bank. Both mergers are still subject to required regulatory approvals, including those from the Virginia Bureau of Financial Institutions and the Maryland Office of Financial Regulation, as well as shareholder approvals. A joint press release detailing the approval was issued by both companies on the same day, and is available as Exhibit 99.1 in the filing.

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Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925003147

Filing Summary: On January 13, 2025, the Federal Reserve Bank of Richmond approved Atlantic Union Bankshares Corporation’s application regarding the previously announced merger with Sandy Spring Bancorp, Inc. Following the holding company merger between Atlantic Union and Sandy Spring, Sandy Spring Bank will merge into Atlantic Union Bank. These mergers require additional approvals from the Virginia Bureau of Financial Institutions, the Maryland Office of Financial Regulation, and the shareholders of both companies. Atlantic Union and Sandy Spring also issued a joint press release on the same day confirming the approval of the merger.

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Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000351

Filing Summary: Atlantic Union Bankshares Corporation has entered into a merger agreement with Sandy Spring Bancorp, Inc., which was disclosed earlier. The merger will involve the merger of Sandy Spring into Atlantic Union, with Atlantic Union Remaining as the surviving entity. To facilitate the merger, Atlantic Union has filed a registration statement and a joint proxy statement/prospectus with the SEC. This report supplements previous disclosures related to the merger, specifically concerning executive compensations and arrangements impacted by the merger. The accelerations of certain payments and awards were approved to mitigate tax consequences associated with the merger, ensuring that compensation deductions are preserved. Specific details for each impacted executive regarding their accelerated bonuses and grants were disclosed, indicating significant amounts for various officers. Additionally, it discusses potential impacts of Section 280G of the Internal Revenue Code on executive compensation, along with measures taken by Sandy Spring's Compensation Committee to counter these effects. Overall, the document outlines critical strategic decisions made in connection with the planned merger and the financial implications for affected executives.

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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000349

Filing Summary: Atlantic Union Bankshares Corporation has filed a report to disclose details about its merger with Sandy Spring Bancorp, Inc. The merger agreement, originally entered into on October 21, 2024, stipulates that Sandy Spring will merge with Atlantic Union, which will continue as the surviving entity. A registration statement was filed on Form S-4 on November 21, 2024, and made effective on December 17, 2024. A joint proxy statement was mailed to shareholders around December 18, 2024. Recent supplemental disclosures detail changes in compensatory arrangements for Sandy Spring's executive officers to mitigate tax impacts associated with the merger, including accelerated payments and vesting of equity awards. These modifications aim to address potential 'excess parachute payments' under the Internal Revenue Code, enhancing financial outcomes for affected executives and preserving corporate tax deductions. Specific amounts of accelerated bonuses and equity awards for several executives were disclosed, indicating significant compensation estimated at around $10 million for the executive officers involved in the merger. The effectiveness of the merger and potential benefits hinge on regulatory approvals and accurate expense accounting. Forward-looking statements highlight the uncertainties surrounding integration and realization of anticipated benefits.

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