M&A: Atlantic Union Bankshares Corp

Form Type: 425

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925000351

Comments: 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

Comments: 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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