|
Virginia
(State or other jurisdiction of
incorporation or organization) |
| |
6022
(Primary Standard Industrial
Classification Code Number) |
| |
54-1598552
(IRS Employer
Identification Number) |
|
|
Frank M. Conner III, Esq.
Charlotte May, Esq. Brianna M. Bloodgood, Esq. Covington & Burling LLP One CityCenter 850 Tenth Street N.W. Washington, D.C. 20001 (202) 662-6000 |
| |
Jeffrey V. Haley
President and Chief Executive Officer American National Bankshares Inc. 628 Main Street Danville, Virginia 24541 (434) 792-5111 |
| |
Scott H. Richter, Esq.
Benjamin A. McCall, Esq. Lee G. Lester, Esq. Williams Mullen 200 South 10th Street, Suite 1600 Richmond, Virginia 23219 (804) 420-6000 |
|
|
Large accelerated filer
|
| | ☒ | | | Accelerated filer | | | ☐ | |
|
Non-accelerated filer
|
| | ☐ | | |
Smaller reporting company
|
| | ☐ | |
| | | | | | |
Emerging growth company
|
| | ☐ | |
|
Atlantic Union Bankshares Corporation
|
| |
American National Bankshares Inc.
|
|
|
4300 Cox Road
Richmond, Virginia 23060 Attention: Rachael R. Lape Executive Vice President, General Counsel and Corporate Secretary Telephone: (804) 633-5031 |
| |
628 Main Street
Danville, Virginia 24541 Attention: Jeffrey W. Farrar Senior Executive Vice President, Chief Operating and Chief Financial Officer Telephone: (434) 792-5111 |
|
| | |
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| | | | ||
| | | | ||
| | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Atlantic
Union |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
LTM Core Return on Average Assets(1)
|
| | | | 1.19% | | | | | | 1.28% | | | | | | 1.24% | | | | | | 1.21% | | | | | | 1.19% | | |
LTM Core Return on Average Tangible Common Equity(1)
|
| | | | 17.6% | | | | | | 16.9% | | | | | | 15.4% | | | | | | 15.3% | | | | | | 13.4% | | |
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)
|
| | | | 1.63% | | | | | | 1.93% | | | | | | 1.83% | | | | | | 1.77% | | | | | | 1.66% | | |
LTM Net Interest Margin
|
| | | | 3.47% | | | | | | 3.68% | | | | | | 3.47% | | | | | | 3.31% | | | | | | 3.30% | | |
LTM Fee Income / Revenue Ratio
|
| | | | 14.4% | | | | | | 19.1% | | | | | | 17.2% | | | | | | 15.5% | | | | | | 13.9% | | |
LTM Efficiency Ratio
|
| | | | 55.2% | | | | | | 49.0% | | | | | | 52.8% | | | | | | 51.4% | | | | | | 57.6% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Atlantic
Union |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 6.91% | | | | | | 8.68% | | | | | | 8.36% | | | | | | 8.40% | | | | | | 8.09% | | |
CET1 Ratio
|
| | | | 9.91% | | | | | | 12.53% | | | | | | 11.76% | | | | | | 11.68% | | | | | | 11.11% | | |
Total Capital Ratio
|
| | | | 13.76% | | | | | | 14.74% | | | | | | 14.37% | | | | | | 14.55% | | | | | | 14.40% | | |
Loans Held for Investment / Deposits
|
| | | | 88.6% | | | | | | 100.5% | | | | | | 88.1% | | | | | | 83.8% | | | | | | 82.2% | | |
Loan Loss Reserve / Loans
|
| | | | 0.80% | | | | | | 1.36% | | | | | | 1.20% | | | | | | 1.09% | | | | | | 1.03% | | |
Nonperforming Assets / Loans + OREO(1)
|
| | | | 0.20% | | | | | | 0.40% | | | | | | 0.52% | | | | | | 0.42% | | | | | | 0.53% | | |
LTM Net Charge-offs / Average Loans
|
| | | | 0.05% | | | | | | 0.03% | | | | | | 0.05% | | | | | | 0.03% | | | | | | 0.06% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
Atlantic
Union |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
One-Year Stock Price Change
|
| | | | (13.7)% | | | | | | (10.9)% | | | | | | (20.2)% | | | | | | (14.2)% | | | | | | (23.9)% | | |
Year-To-Date Stock Price Change
|
| | | | (19.4)% | | | | | | (20.5)% | | | | | | (29.8)% | | | | | | (25.7)% | | | | | | (26.7)% | | |
Price / Tangible Book Value per Share
|
| | | | 170% | | | | | | 160% | | | | | | 135% | | | | | | 136% | | | | | | 129% | | |
Price / LTM EPS
|
| | | | 10.5x | | | | | | 10.7x | | | | | | 10.1x | | | | | | 9.5x | | | | | | 8.5x | | |
Price / 2023 EPS Estimate
|
| | | | 11.3x | | | | | | 12.0x | | | | | | 10.8x | | | | | | 11.3x | | | | | | 9.5x | | |
Price / 2024 EPS Estimate
|
| | | | 11.1x | | | | | | 11.5x | | | | | | 10.7x | | | | | | 10.5x | | | | | | 9.2x | | |
Dividend Yield(1)
|
| | | | 4.0% | | | | | | 5.0% | | | | | | 3.8% | | | | | | 3.3% | | | | | | 2.6% | | |
MRQ Dividend Payout Ratio(1)
|
| | | | 68.7% | | | | | | 57.7% | | | | | | 49.8% | | | | | | 48.1% | | | | | | 29.8% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
American
National |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
LTM Core Return on Average Assets(1)
|
| | | | 1.13% | | | | | | 1.33% | | | | | | 1.15% | | | | | | 1.08% | | | | | | 1.00% | | |
LTM Core Return on Average Tangible Common Equity(1)
|
| | | | 15.0% | | | | | | 16.5% | | | | | | 13.6% | | | | | | 13.9% | | | | | | 11.0% | | |
LTM Core Pre-Tax Pre-Provision Return on Average Assets(2)
|
| | | | 1.52% | | | | | | 1.82% | | | | | | 1.70% | | | | | | 1.63% | | | | | | 1.39% | | |
LTM Net Interest Margin
|
| | | | 3.12% | | | | | | 4.14% | | | | | | 3.78% | | | | | | 3.50% | | | | | | 3.25% | | |
LTM Fee Income / Revenue Ratio
|
| | | | 15.9% | | | | | | 20.9% | | | | | | 16.2% | | | | | | 16.0% | | | | | | 12.1% | | |
LTM Efficiency Ratio
|
| | | | 57.0% | | | | | | 53.5% | | | | | | 59.7% | | | | | | 61.4% | | | | | | 67.2% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
American
National |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 8.06% | | | | | | 9.21% | | | | | | 8.25% | | | | | | 8.13% | | | | | | 7.37% | | |
CET1 Ratio
|
| | | | 11.75% | | | | | | 12.97% | | | | | | 12.18% | | | | | | 11.67% | | | | | | 10.38% | | |
Total Capital Ratio
|
| | | | 13.93% | | | | | | 15.21% | | | | | | 14.48% | | | | | | 14.09% | | | | | | 13.46% | | |
Loans Held For Investment / Deposits
|
| | | | 84.2% | | | | | | 93.9% | | | | | | 87.6% | | | | | | 89.0% | | | | | | 83.0% | | |
Loan Loss Reserve / Loans
|
| | | | 1.13% | | | | | | 1.32% | | | | | | 1.29% | | | | | | 1.18% | | | | | | 1.03% | | |
Nonperforming Assets / Loans + OREO(1)
|
| | | | 0.09% | | | | | | 0.14% | | | | | | 0.49% | | | | | | 0.40% | | | | | | 0.60% | | |
LTM Net Charge-offs / Average Loans
|
| | | | 0.05% | | | | | | (0.00)% | | | | | | 0.12% | | | | | | 0.02% | | | | | | 0.20% | | |
| | | | | | | | |
Selected Companies
|
| |||||||||||||||||||||
| | |
American
National |
| |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| |||||||||||||||
One-Year Stock Price Change
|
| | | | (13.7)% | | | | | | 2.3% | | | | | | (12.8)% | | | | | | (14.3)% | | | | | | (27.3)% | | |
Year-To-Date Stock Price Change
|
| | | | (17.6)% | | | | | | (4.5)% | | | | | | (20.2)% | | | | | | (24.4)% | | | | | | (38.6)% | | |
Price / Tangible Book Value per Share
|
| | | | 137% | | | | | | 125% | | | | | | 113% | | | | | | 109% | | | | | | 97% | | |
Price / LTM EPS
|
| | | | 9.6x | | | | | | 11.1x | | | | | | 9.6x | | | | | | 9.3x | | | | | | 7.8x | | |
Price / 2023 EPS Estimate
|
| | | | 10.9x | | | | | | 11.2x | | | | | | 10.0x | | | | | | 9.8x | | | | | | 8.5x | | |
Price / 2024 EPS Estimate
|
| | | | 11.8x | | | | | | 10.2x | | | | | | 9.4x | | | | | | 9.3x | | | | | | 8.0x | | |
Dividend Yield(1)
|
| | | | 3.9% | | | | | | 3.8% | | | | | | 2.9% | | | | | | 3.2% | | | | | | 1.7% | | |
MRQ Dividend Payout Ratio(1)
|
| | | | 34.8% | | | | | | 37.8% | | | | | | 31.3% | | | | | | 24.3% | | | | | | 14.0% | | |
Acquiror
|
| |
Acquired Company
|
|
Washington Federal, Inc. | | | Luther Burbank Corporation | |
Prosperity Bancshares, Inc. | | | First Bancshares of Texas, Inc. | |
Seacoast Banking Corporation of Florida | | | Professional Holding Corp. | |
Brookline Bancorp, Inc. | | | PCSB Financial Corporation | |
United Community Banks, Inc. | | | Progress Financial Corporation | |
Origin Bancorp, Inc. | | | BT Holdings, Inc. | |
Simmons First National Corporation | | | Spirit of Texas Bancshares, Inc. | |
First Merchants Corporation | | | Level One Bancorp, Inc. | |
Old Second Bancorp, Inc. | | | West Suburban Bancorp, Inc. | |
South State Corporation | | | Atlantic Capital Bancshares, Inc. | |
United Community Banks, Inc. | | | Reliant Bancorp, Inc. | |
F.N.B. Corporation | | | Howard Bancorp, Inc. | |
Columbia Banking System, Inc. | | | Bank of Commerce Holdings | |
First Foundation Inc. | | | TGR Financial, Inc. | |
United Bankshares, Inc. | | | Community Bankers Trust Corporation | |
First Bancorp | | | Select Bancorp, Inc. | |
Enterprise Financial Services Corp | | | First Choice Bancorp | |
Eastern Bankshares, Inc. | | | Century Bancorp, Inc. | |
Peoples Bancorp Inc. | | | Premier Financial Bancorp, Inc. | |
| | |
Atlantic
Union / American National |
| |
Selected Transactions
|
| ||||||||||||||||||||||||
| | |
75th
Percentile |
| |
Average
|
| |
Median
|
| |
25th
Percentile |
| ||||||||||||||||||
Price / Tangible Book Value per Share
|
| | | | 179% | | | | | | 185% | | | | | | 164% | | | | | | 165% | | | | | | 156% | | |
Pay to Trade Ratio
|
| | | | 1.04x | | | | | | 1.03x | | | | | | 0.96x | | | | | | 0.95x | | | | | | 0.85x | | |
Price / LTM Core EPS
|
| | | | 12.5x | | | | | | 16.0x | | | | | | 15.1x | | | | | | 14.3x | | | | | | 12.4x | | |
Price / NTM EPS
|
| | | | 15.4x | | | | | | 15.2x | | | | | | 14.0x | | | | | | 14.1x | | | | | | 12.5x | | |
Core Deposit Premium
|
| | | | 7.8% | | | | | | 11.3% | | | | | | 8.0% | | | | | | 7.5% | | | | | | 6.2% | | |
One-Day Market Premium
|
| | | | 30.6% | | | | | | 30.2% | | | | | | 19.9% | | | | | | 15.0% | | | | | | 10.6% | | |
| | |
Atlantic Union
% of Total |
| |
American National
% of Total |
| ||||||
Ownership at 1.35x merger exchange ratio:
|
| | | | 84% | | | | | | 16% | | |
Market Information: | | | | | | | | | | | | | |
Pre-Transaction Market Capitalization
|
| | | | 87% | | | | | | 13% | | |
Balance Sheet: | | | | | | | | | | | | | |
Assets
|
| | | | 87% | | | | | | 13% | | |
Gross Loans Held for Investment
|
| | | | 87% | | | | | | 13% | | |
Deposits
|
| | | | 86% | | | | | | 14% | | |
Tangible Common Equity
|
| | | | 84% | | | | | | 16% | | |
Income Statement: | | | | | | | | | | | | | |
LTM Core Net Income(1)
|
| | | | 87% | | | | | | 13% | | |
2023 Estimated Earnings
|
| | | | 85% | | | | | | 15% | | |
2024 Estimated Earnings
|
| | | | 87% | | | | | | 13% | | |
| | |
For the year ending
December 31, 2023 |
| |
For the year ending
December 31, 2024 |
| ||||||
Net Income (in millions)
|
| | | $ | 30.9 | | | | | $ | 29.7 | | |
| | |
For the year ending
December 31, 2023 |
| |
For the year ending
December 31, 2024 |
| ||||||
EPS
|
| | | $ | 2.77 | | | | | $ | 2.64 | | |
Net Income (in millions)
|
| | | $ | 29.5 | | | | | $ | 28.0 | | |
| | |
For the year ending
December 31, 2023 |
| |
For the year ending
December 31, 2024 |
| ||||||
EPS
|
| | | $ | 2.66 | | | | | $ | 2.71 | | |
Net Income (in millions)
|
| | | $ | 180.0 | | | | | $ | 203.2 | | |
Name
|
| |
Cash ($)(1)
|
| |
Equity ($)(2)
|
| |
Pension /
NQDC ($)(3) |
| |
Perquisites /
Benefits ($) |
| |
Total ($)(5)
|
| |||||||||||||||
Jeffrey V. Haley
|
| | | | 4,105,535 | | | | | | 632,986 | | | | | | — | | | | | | 100,000(4) | | | | | | 4,838,521 | | |
Jeffrey W. Farrar
|
| | | | 1,586,499 | | | | | | 291,830 | | | | | | 47,776 | | | | | | — | | | | | | 1,878,329 | | |
Edward C. Martin
|
| | | | 1,469,460 | | | | | | 267,948 | | | | | | — | | | | | | — | | | | | | 1,737,408 | | |
Rhonda P. Joyce
|
| | | | 1,427,482 | | | | | | 255,967 | | | | | | 350,000 | | | | | | — | | | | | | 2,033,449 | | |
Alexander Jung
|
| | | | 1,296,879 | | | | | | 213,132 | | | | | | — | | | | | | — | | | | | | 1,510,011 | | |
Name
|
| |
Payments in
Lieu of Severance ($) |
| |
Annual
Bonus ($) |
| |
Total
Cash ($) |
| |||||||||
Jeffrey V. Haley
|
| | | | 3,745,535 | | | | | | 360,000 | | | | | | 4,105,535 | | |
Jeffrey W. Farrar
|
| | | | 1,395,394 | | | | | | 191,105 | | | | | | 1,586,499 | | |
Edward C. Martin
|
| | | | 1,294,560 | | | | | | 174,900 | | | | | | 1,469,460 | | |
Rhonda P. Joyce
|
| | | | 1,256,857 | | | | | | 170,625 | | | | | | 1,427,482 | | |
Alexander Jung
|
| | | | 1,142,379 | | | | | | 154,500 | | | | | | 1,296,879 | | |
| | |
As of June 30, 2023
(unaudited) |
| ||||||||||||||||||||||||
(Dollars in thousands)
|
| |
Atlantic Union
(As reported) |
| |
American
National (As reported) |
| |
Merger
Pro Forma Adjustments |
| |
Note 2
|
| |
Pro Forma
Combined |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 428,267 | | | | | $ | 113,054 | | | | | $ | — | | | | | | | | $ | 541,321 | | |
Securities available for sale, at fair value
|
| | | | 2,182,448 | | | | | | 560,707 | | | | | | — | | | | | | | | | 2,743,155 | | |
Other securities
|
| | | | 960,788 | | | | | | 9,332 | | | | | | — | | | | | | | | | 970,120 | | |
Loans held for sale
|
| | | | 10,327 | | | | | | 4,048 | | | | | | — | | | | | | | | | 14,375 | | |
Loans held for investment, net of deferred
fees and costs |
| | | | 15,066,930 | | | | | | 2,244,464 | | | | | | (140,752) | | | |
[a]
|
| | | | 17,170,642 | | |
Less: allowance for credit losses
|
| | | | 120,683 | | | | | | 25,342 | | | | | | (1,322) | | | |
[b]
|
| | | | 144,703 | | |
Total loans held for investment, net
|
| | | | 14,946,247 | | | | | | 2,219,122 | | | | | | (139,430) | | | | | | | | | 17,025,939 | | |
Premises and equipment, net
|
| | | | 114,786 | | | | | | 32,443 | | | | | | 8,376 | | | |
[c]
|
| | | | 155,605 | | |
Goodwill
|
| | | | 925,211 | | | | | | 85,048 | | | | | | 100,651 | | | |
[d]
|
| | | | 1,110,910 | | |
Amortizable intangibles, net
|
| | | | 23,469 | | | | | | 2,812 | | | | | | 91,880 | | | |
[e]
|
| | | | 118,161 | | |
Bank owned life insurance
|
| | | | 446,441 | | | | | | 30,022 | | | | | | — | | | | | | | | | 476,463 | | |
Other assets
|
| | | | 564,348 | | | | | | 56,575 | | | | | | 6,547 | | | |
[f]
|
| | | | 627,470 | | |
Total assets
|
| | | $ | 20,602,332 | | | | | $ | 3,113,163 | | | | | $ | 68,024 | | | | | | | | $ | 23,783,519 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Noninterest-bearing demand deposits
|
| | | $ | 4,310,306 | | | | | $ | 885,237 | | | | | $ | — | | | | | | | | $ | 5,195,543 | | |
Interest-bearing deposits
|
| | | | 12,101,681 | | | | | | 1,766,679 | | | | | | (8,180) | | | |
[g]
|
| | | | 13,860,180 | | |
Total deposits
|
| | | | 16,411,987 | | | | | | 2,651,916 | | | | | | (8,180) | | | | | | | | | 19,055,723 | | |
Short-term borrowings
|
| | | | 929,861 | | | | | | 87,886 | | | | | | — | | | | | | | | | 1,017,747 | | |
Long-term borrowings
|
| | | | 390,440 | | | | | | 28,384 | | | | | | (5,556) | | | |
[h]
|
| | | | 413,268 | | |
Other liabilities
|
| | | | 445,574 | | | | | | 16,887 | | | | | | 9,638 | | | |
[i]
|
| | | | 472,099 | | |
Total liabilities
|
| | | | 18,177,862 | | | | | | 2,785,073 | | | | | | (4,098) | | | | | | | | | 20,958,837 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | | | 173 | | | | | | — | | | | | | — | | | | | | | | | 173 | | |
Common stock
|
| | | | 99,088 | | | | | | 10,535 | | | | | | 8,541 | | | |
[j], [k]
|
| | | | 118,164 | | |
Additional paid-in capital
|
| | | | 1,776,494 | | | | | | 141,954 | | | | | | 260,509 | | | |
[j], [k]
|
| | | | 2,178,957 | | |
Retained earnings
|
| | | | 959,582 | | | | | | 229,363 | | | | | | (250,690) | | | |
[b], [j], [i]
|
| | | | 938,255 | | |
Accumulated other comprehensive loss
|
| | | | (410,867) | | | | | | (53,762) | | | | | | 53,762 | | | |
[j]
|
| | | | (410,867) | | |
Total shareholders’ equity
|
| | | | 2,424,470 | | | | | | 328,090 | | | | | | 72,122 | | | | | | | | | 2,824,682 | | |
Total liabilities and shareholders’ equity
|
| | | $ | 20,602,322 | | | | | $ | 3,113,163 | | | | | $ | 68,024 | | | | | | | | $ | 23,783,519 | | |
| | |
For the Six Months Ended June 30, 2023
(unaudited) |
| ||||||||||||||||||||||||
(Dollars in thousands, except per share data)
|
| |
Atlantic Union
(As reported) |
| |
American
National (As reported) |
| |
Merger
Pro Forma Adjustments |
| |
Note 2
|
| |
Pro Forma
Combined |
| ||||||||||||
Interest and dividend income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and fees on loans
|
| | | $ | 395,165 | | | | | $ | 50,964 | | | | | $ | 21,734 | | | |
[l]
|
| | | $ | 467,863 | | |
Interest and dividends on securities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taxable
|
| | | | 32,317 | | | | | | 5,657 | | | | | | 8,074 | | | |
[m]
|
| | | | 46,048 | | |
Nontaxable
|
| | | | 17,804 | | | | | | 91 | | | | | | 28 | | | |
[m]
|
| | | | 17,923 | | |
Other interest income
|
| | | | 2,507 | | | | | | 1,021 | | | | | | — | | | | | | | | | 3,528 | | |
Total interest and dividend income
|
| | | | 447,793 | | | | | | 57,733 | | | | | | 29,836 | | | | | | | | | 535,362 | | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest on deposits
|
| | | | 117,100 | | | | | | 10,093 | | | | | | — | | | | | | | | | 127,193 | | |
Interest on borrowings
|
| | | | 25,165 | | | | | | 3,268 | | | | | | 231 | | | |
[o]
|
| | | | 28,664 | | |
Total interest expense
|
| | | | 142,265 | | | | | | 13,361 | | | | | | 231 | | | | | | | | | 155,857 | | |
Net interest income
|
| | | | 305,528 | | | | | | 44,372 | | | | | | 29,605 | | | | | | | | | 379,505 | | |
Provision for credit losses
|
| | | | 17,920 | | | | | | 597 | | | | | | — | | | | | | | | | 18,517 | | |
Net interest income after provision for
credit losses |
| | | | 287,608 | | | | | | 43,775 | | | | | | 29,605 | | | | | | | | | 360,988 | | |
Noninterest income
|
| | | | 33,824 | | | | | | 8,727 | | | | | | (2,074) | | | |
[p], [u]
|
| | | | 40,477 | | |
Noninterest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits
|
| | | | 122,547 | | | | | | 17,472 | | | | | | — | | | | | | | | | 140,019 | | |
Amortization of intangible assets
|
| | | | 4,494 | | | | | | 555 | | | | | | 7,320 | | | |
[q]
|
| | | | 12,369 | | |
Other expenses
|
| | | | 86,893 | | | | | | 13,803 | | | | | | (620) | | | |
[r], [u]
|
| | | | 100,076 | | |
Total noninterest expenses
|
| | | | 213,934 | | | | | | 31,830 | | | | | | 6,700 | | | | | | | | | 252,464 | | |
Income before income taxes
|
| | | | 107,498 | | | | | | 20,672 | | | | | | 20,831 | | | | | | | | | 149,001 | | |
Income tax expense
|
| | | | 16,604 | | | | | | 4,375 | | | | | | 4,375 | | | |
[s]
|
| | | | 25,354 | | |
Net income
|
| | | | 90,894 | | | | | | 16,297 | | | | | | 16,456 | | | | | | | | | 123,647 | | |
Dividends on preferred stock
|
| | | | 5,934 | | | | | | — | | | | | | — | | | | | | | | | 5,934 | | |
Net income available to common shareholders
|
| | | $ | 84,960 | | | | | $ | 16,297 | | | | | $ | 16,456 | | | | | | | | $ | 117,713 | | |
Basic earnings per common share
|
| | | $ | 1.13 | | | | | $ | 1.53 | | | | | | | | | | | | | | $ | 1.32 | | |
Diluted earnings per common share
|
| | | $ | 1.13 | | | | | $ | 1.53 | | | | | | | | | | | | | | $ | 1.32 | | |
Basic weighted average common shares outstanding
|
| | | | 74,914,247 | | | | | | 10,627,052 | | | | | | 3,719,468 | | | |
[t]
|
| | | | 89,260,767 | | |
Diluted weighted average common shares outstanding
|
| | | | 74,915,977 | | | | | | 10,628,751 | | | | | | 3,720,063 | | | |
[t]
|
| | | | 89,264,791 | | |
| | |
For the Year Ended December 31, 2022
(unaudited) |
| ||||||||||||||||||||||||
(Dollars in thousands, except per share data)
|
| |
Atlantic Union
(As reported) |
| |
American
National (As reported) |
| |
Merger
Pro Forma Adjustments |
| |
Note 2
|
| |
Pro Forma
Combined |
| ||||||||||||
Interest and dividend income | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest and fees on loans
|
| | | $ | 555,614 | | | | | $ | 82,568 | | | | | $ | 60,026 | | | |
[l]
|
| | | $ | 698,208 | | |
Interest and dividends on securities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taxable
|
| | | | 59,306 | | | | | | 10,538 | | | | | | 19,376 | | | |
[m]
|
| | | | 89,220 | | |
Nontaxable
|
| | | | 42,903 | | | | | | 407 | | | | | | 68 | | | |
[m]
|
| | | | 43,378 | | |
Other interest income
|
| | | | 2,612 | | | | | | 2,491 | | | | | | — | | | | | | | | | 5,103 | | |
Total interest and dividend income
|
| | | | 660,435 | | | | | | 96,004 | | | | | | 79,470 | | | | | | | | | 835,909 | | |
Interest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest on deposits
|
| | | | 56,201 | | | | | | 3,553 | | | | | | 8,180 | | | |
[n]
|
| | | | 67,934 | | |
Interest on borrowings
|
| | | | 19,973 | | | | | | 2,213 | | | | | | 463 | | | |
[o]
|
| | | | 22,649 | | |
Total interest expense
|
| | | | 76,174 | | | | | | 5,766 | | | | | | 8,643 | | | | | | | | | 90,583 | | |
Net interest income
|
| | | | 584,261 | | | | | | 90,238 | | | | | | 70,827 | | | | | | | | | 745,326 | | |
Provision for credit losses
|
| | | | 19,028 | | | | | | 1,597 | | | | | | — | | | | | | | | | 20,625 | | |
Net interest income after provision for
credit losses |
| | | | 565,233 | | | | | | 88,641 | | | | | | 70,827 | | | | | | | | | 724,701 | | |
Noninterest income
|
| | | | 118,523 | | | | | | 18,807 | | | | | | (3,775) | | | |
[p], [u]
|
| | | | 133,555 | | |
Noninterest expense | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Salaries and benefits
|
| | | | 228,926 | | | | | | 36,382 | | | | | | — | | | | | | | | | 265,308 | | |
Amortization of intangible assets
|
| | | | 10,815 | | | | | | 1,260 | | | | | | 16,125 | | | |
[q]
|
| | | | 28,200 | | |
Other expenses
|
| | | | 164,061 | | | | | | 26,444 | | | | | | (869) | | | |
[r], [u]
|
| | | | 189,636 | | |
Total noninterest expenses
|
| | | | 403,802 | | | | | | 64,086 | | | | | | 15,256 | | | | | | | | | 483,144 | | |
Income before income taxes
|
| | | | 279,954 | | | | | | 43,362 | | | | | | 51,796 | | | | | | | | | 375,112 | | |
Income tax expense
|
| | | | 45,444 | | | | | | 8,934 | | | | | | 10,877 | | | |
[s]
|
| | | | 65,255 | | |
Net income
|
| | | | 234,510 | | | | | | 34,428 | | | | | | 40,919 | | | | | | | | | 309,857 | | |
Dividends on preferred stock
|
| | | | 11,868 | | | | | | — | | | | | | — | | | | | | | | | 11,868 | | |
Net income available to common shareholders
|
| | | $ | 222,642 | | | | | $ | 34,428 | | | | | $ | 40,919 | | | | | | | | $ | 297,989 | | |
Basic earnings per common share
|
| | | $ | 2.97 | | | | | $ | 3.23 | | | | | | | | | | | | | | $ | 3.33 | | |
Diluted earnings per common share
|
| | | $ | 2.97 | | | | | $ | 3.23 | | | | | | | | | | | | | | $ | 3.33 | | |
Basic weighted average common shares outstanding
|
| | | | 74,949,109 | | | | | | 10,672,314 | | | | | | 3,735,310 | | | |
[t]
|
| | | | 89,356,733 | | |
Diluted weighted average common shares outstanding
|
| | | | 74,953,398 | | | | | | 10,674,613 | | | | | | 3,736,115 | | | |
[t]
|
| | | | 89,364,126 | | |
(Dollars in thousands)
|
| |
June 30, 2023
|
| |||
Credit mark – acquired non-PCD loans
|
| | | $ | (21,050) | | |
Credit mark – acquired PCD loans
|
| | | | (4,300) | | |
Interest rate mark – acquired loans
|
| | | | (119,702) | | |
Net fair value adjustments
|
| | | | (145,052) | | |
Gross up of PCD loans
|
| | | | 4,300 | | |
Cumulative pro forma adjustments to loans held for investment, net of deferred fees
and costs |
| | | $ | (140,752) | | |
(Dollars in thousands)
|
| |
June 30, 2023
|
| |||
Reversal of American National’s existing ACL
|
| | | $ | (25,342) | | |
Estimate of lifetime credit losses for PCD loans
|
| | | | 4,300 | | |
CECL ACL for non-PCD loans
|
| | | | 19,720 | | |
Cumulative pro forma adjustment to allowance for credit losses
|
| | | $ | (1,322) | | |
| | | | | | | | |
(Dollars in thousands)
|
| |||
Purchase price: | | | | | | | | | | | | | |
Fair value of shares of Atlantic Union common stock issued
|
| | | | | | | | | $ | 421,539 | | |
Total pro forma purchase price
|
| | | | | | | | | $ | 421,539 | | |
Fair value of assets acquired: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 113,054 | | | | | | | | |
Securities
|
| | | | 570,039 | | | | | | | | |
Loans held for sale
|
| | | | 4,048 | | | | | | | | |
Net loans held for investment
|
| | | | 2,099,412 | | | | | | | | |
Premises and equipment
|
| | | | 40,819 | | | | | | | | |
Amortizable intangibles
|
| | | | 94,692 | | | | | | | | |
Other assets
|
| | | | 89,003 | | | | | | | | |
Total assets
|
| | | | 3,011,067 | | | | | | | | |
Fair value of liabilities assumed: | | | | | | | | | | | | | |
Deposits
|
| | | | 2,643,736 | | | | | | | | |
Short-term borrowings
|
| | | | 87,886 | | | | | | | | |
Long-term borrowings
|
| | | | 22,828 | | | | | | | | |
Other liabilities
|
| | | | 20,777 | | | | | | | | |
Total liabilities
|
| | | $ | 2,775,227 | | | | | | | | |
Net assets acquired
|
| | | | | | | | | $ | 235,840 | | |
Preliminary pro forma goodwill
|
| | | | | | | | | $ | 185,699 | | |
| | |
Purchase Price
|
| |
Estimated Goodwill
|
| ||||||
Up 10%
|
| | | $ | 463,693 | | | | | $ | 227,853 | | |
As presented in pro forma
|
| | | | 421,539 | | | | | | 185,699 | | |
Down 10%
|
| | | | 379,385 | | | | | | 143,545 | | |
| | |
American National
|
| |
Atlantic Union
|
|
Capitalization:
|
| | Under the American National articles, American National is authorized to issue 20,000,000 shares of common stock and 2,000,000 shares of serial preferred stock. As of the record date, there were issued and outstanding [ ] shares of American National common stock and no shares of serial preferred stock. | | | Under the Atlantic Union articles, Atlantic Union is authorized to issue 200,000,000 shares of common stock, and 500,000 shares of serial preferred stock. | |
Corporate Governance:
|
| | The rights of American National shareholders are governed by Virginia law, the American National articles and the American National bylaws. | | | The rights of Atlantic Union shareholders are governed by Virginia law, the Atlantic Union articles and the Atlantic Union bylaws. | |
Board of Directors:
|
| |
The VSCA requires that a corporation have at least one director and permits the number of directors to be specified in or fixed in accordance with the bylaws or articles of incorporation. Directors are elected at a corporation’s first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered.
The American National articles provide that the number of directors will be set forth in the American National bylaws, but such number cannot be increased by more than two during any 12-month period except by the affirmative vote of holders of 80% of all shares of voting stock of American National. Subject to such restriction, the American National board of directors has the power to amend American National bylaws to increase or decrease the number of
|
| |
The VSCA requires that a corporation have at least one director and permits the number of directors to be specified in or fixed in accordance with the bylaws or articles of incorporation. Directors are elected at a corporation’s first annual shareholders’ meeting and at each annual meeting thereafter unless their terms are staggered.
The Atlantic Union bylaws provide that the number of directors is fixed, from time to time, by the Atlantic Union board of directors in accordance with the Atlantic Union articles. The Atlantic Union articles provide that each director is elected annually by the Atlantic Union shareholders to serve a one-year term to expire at the following annual meeting of shareholders or until his or her successor is duly elected and qualified.
|
|
| | |
American National
|
| |
Atlantic Union
|
|
| | | directors. The American National bylaws currently provide that the American National board of directors will consist of 13 directors. The American National articles provide that the board be divided into three classes, apportioned as evenly as possible, with directors serving staggered three-year terms. | | | There are currently 11 directors on the Atlantic Union board of directors. | |
Election and Removal of Directors:
|
| |
Under Virginia law, unless otherwise provided in the articles of incorporation or the bylaws, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The American National articles and bylaws do not modify this vote standard.
The American National articles do not permit shareholders to cumulate their votes for directors.
Virginia law provides that the shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only with cause.
The American National articles provide that directors of American National may be removed by American National shareholders, with or without cause, with the affirmative vote of the holders of at least 80% of the outstanding shares of American National common stock.
|
| |
Under Virginia law, unless otherwise provided in the articles of incorporation or the bylaws, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The Atlantic Union bylaws provide directors are elected by a majority of the votes cast, provided, that, if the number of nominees for director exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.
The Atlantic Union articles do not permit shareholders to cumulate their votes for directors.
Virginia law provides that the shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only with cause.
The Atlantic Union articles provide that directors of Atlantic Union may be removed by Atlantic Union shareholders only for cause and with the affirmative vote of at least two-thirds of the outstanding shares entitled to vote.
|
|
Board Vacancies:
|
| | Under Virginia law, unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy, the board of directors may fill the vacancy, or if the directors remaining in office are fewer than a quorum of the board, they may fill the vacancy by the | | | Under Virginia law, unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy, the board of directors may fill the vacancy, or if the directors remaining in office are fewer than a quorum of the board, they may fill the vacancy by the | |
| | |
American National
|
| |
Atlantic Union
|
|
| | |
affirmative vote of a majority of the directors remaining in office.
Under the American National articles, if the office of any director becomes vacant (including a vacancy resulting from an increase in the number of directors by not more than two), the remaining directors then in office, whether or not a quorum, may by majority vote choose a successor who will hold office until the next annual meeting. In such event, if applicable, the successor elected will hold office for a term that will coincide with the remaining term of the class of directors to which that person has been elected.
|
| |
affirmative vote of a majority of the directors remaining in office.
Under the Atlantic Union articles, if the office of any director becomes vacant (including a vacancy resulting from an increase in the number of directors), the remaining directors then in office, whether or not a quorum, may by majority vote choose a successor who will hold office until the next annual meeting. In such event, if applicable, the successor elected will hold office for a term that will coincide with the remaining term of the class of directors to which that person has been elected.
|
|
Vote Required for Certain Shareholder Actions and Quorum Requirement:
|
| |
The VSCA provides that, except for the election of directors, the affirmative vote of majority of all votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the articles of incorporation provide otherwise. The VSCA also provides that, unless a corporation’s articles of incorporation provide for a greater or lesser vote, certain significant corporate actions must be approved by the affirmative vote of more than two-thirds of all the votes entitled to be cast on the matter.
Certain corporate actions requiring a more than two-thirds vote include: adoption of plans of merger or share exchange; sales of all or substantially all of a corporation’s assets other than in the ordinary course of business; and adoption of plans of dissolution.
The VSCA provides that a corporation’s articles may either increase the vote required to approve those actions or may decrease the vote required to not less than a majority of all the votes cast by each voting group entitled to vote at a meeting at which a quorum of the voting group exists.
The American National articles provide that the actions set out above
|
| |
The VSCA provides that, except for the election of directors, the affirmative vote of majority of all votes cast at a meeting at which a quorum is present is sufficient to approve any matter which properly comes before the meeting, unless the articles of incorporation provide otherwise. The VSCA also provides that, unless a corporation’s articles of incorporation provide for a greater or lesser vote, certain significant corporate actions must be approved by the affirmative vote of more than two-thirds of all the votes entitled to be cast on the matter.
Certain corporate actions requiring a more than two-thirds vote include: adoption of plans of merger or share exchange; sales of all or substantially all of a corporation’s assets other than in the ordinary course of business; and adoption of plans of dissolution.
The VSCA provides that a corporation’s articles may either increase the vote required to approve those actions or may decrease the vote required to not less than a majority of all the votes cast by each voting group entitled to vote at a meeting at which a quorum of the voting group exists.
The Atlantic Union articles provide that the actions set out above must be
|
|
| | |
American National
|
| |
Atlantic Union
|
|
| | |
must be approved by a vote of 80% of all votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction when the other party to the transaction owns more than 25% of American National’s outstanding voting stock, unless certain conditions are met. If a transaction does not involve a holder of more than 25% of American National’s outstanding voting stock, the VSCA vote standard applies, and the transaction must be approved by the vote of more than two-thirds of the votes entitled to be cast.
The American National bylaws provide that holders of its common stock have the right to one vote for each share of common stock in their name.
The VSCA provides that, unless a corporation’s articles of incorporation or the VSCA provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. The American National articles do not modify this requirement for quorum.
|
| |
approved by a majority of all votes entitled to be cast on the transaction by each voting group entitled to vote at a meeting at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds of the directors in office at the time of such approval and recommendation. If the transaction is not so approved and recommended, then the transaction must be approved by the vote of 80% or more of all the votes entitled to be cast on such transactions by each voting group entitled to vote on the transaction.
The Atlantic Union bylaws provide that holders of its common stock have the right to one vote for each share of common stock in their name.
The VSCA provides that, unless a corporation’s articles of incorporation or the VSCA provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. The Atlantic Union articles do not modify this requirement for quorum.
|
|
Amendment of Articles of Incorporation:
|
| |
The VSCA generally requires that in order for an amendment to the articles of incorporation to be adopted it must be approved by each voting group entitled to vote on the proposed amendment by more than two-thirds of all the votes entitled to be cast by that voting group, unless the VSCA otherwise requires a greater vote, or the articles of incorporation provide for a greater or lesser vote, or a vote by separate voting groups. However, under the VSCA, no amendment to the articles of incorporation may be approved by a vote that is less than a majority of all the votes cast on the amendment by each voting group entitled to vote at a meeting at which a quorum of the voting group exists.
|
| |
The VSCA generally requires that in order for an amendment to the articles of incorporation to be adopted it must be approved by each voting group entitled to vote on the proposed amendment by more than two-thirds of all the votes entitled to be cast by that voting group, unless the VSCA otherwise requires a greater vote, or the articles of incorporation provide for a greater or lesser vote, or a vote by separate voting groups. However, under the VSCA, no amendment to the articles of incorporation may be approved by a vote that is less than a majority of all the votes cast on the amendment by each voting group entitled to vote at a meeting at which a quorum of the voting group exists.
|
|
| | |
American National
|
| |
Atlantic Union
|
|
| | | The American National articles provide that an amendment or restatement of its articles of incorporation, other than an amendment or restatement that amends or affects the shareholder vote required by the VSCA to approve a merger, statutory share exchange, sale of all or substantially all of its assets or its dissolution or as expressly otherwise required by the articles of incorporation, must be approved by a majority of the votes entitled to be cast by each voting group entitled to vote on the matter. No amendment to the American National articles may change, repeal or make inoperative any of the provisions relating to cumulative voting, directors or voting requirements for certain business combinations, unless such amendment receives the affirmative vote of the holders of 80% of all shares of its voting stock; provided, however, that if such amendment has been unanimously recommended to shareholders by its board of directors (i) at a time when no other entity beneficially owns or, to the knowledge of any director, proposes to acquire 25% or more of American National’s voting stock, or (ii) if all such directors are “continuing directors” as defined in the American National articles, such amendment need only be approved by a majority of the votes entitled to be cast by each voting group entitled to vote on the matter. | | | The Atlantic Union articles provide that an amendment to the Atlantic Union articles must be approved by a majority of all the votes entitled to be cast on the amendment by each voting group entitled to vote at a meeting at which a quorum of the voting group is present, provided that the amendment has been approved and recommended by at least two-thirds of the directors in office at the time of such approval and recommendation. If the amendment is not so approved and recommended, then the amendment must be approved by the affirmative vote of 80% or more of all of the votes entitled to be cast on such amendment by each voting group entitled to vote. | |
Amendment of Bylaws:
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Under the VSCA, unless another process is set forth in a corporation’s articles of incorporation or bylaws, a majority of the directors (except to the extent authority to amend the bylaws is reserved by the VSCA), or, if a quorum exists at a meeting of shareholders, a majority of the shareholders present and entitled to vote may adopt, amend or repeal the bylaws.
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Under the VSCA, unless another process is set forth in a corporation’s articles of incorporation or bylaws, a majority of the directors (except to the extent authority to amend the bylaws is reserved by the VSCA), or, if a quorum exists at a meeting of shareholders, a majority of the shareholders present and entitled to vote may adopt, amend or repeal the bylaws.
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American National
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Atlantic Union
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| | | The American National bylaws may be amended, altered, or repealed by an affirmative vote of a majority of the board of directors at any regular or special meeting thereof. American National shareholders have the power to amend, alter, or repeal any bylaws and to enact bylaws which, if so expressed by the shareholders, may not be amended or repealed by the American National board of directors. | | | The Atlantic Union bylaws may be amended, altered, or repealed by the board of directors. Atlantic Union shareholders have the power to rescind, alter, amend, or repeal any bylaws and to enact bylaws which, if so expressed by the shareholders, may not be rescinded, altered, amended, or repealed by the Atlantic Union board of directors. | |
Special Meetings of Shareholders:
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Virginia law provides that special meetings of the shareholders may be called by the chairman of the board of directors, the president, or the person or persons authorized to do so by the articles of incorporation or bylaws.
The American National bylaws provide that except as otherwise specifically provided by applicable law, special meetings of the shareholders may be called for any purpose at any time by the American National board of directors or by any shareholder at the written request of at least 10% of the shares entitled to vote at the meeting.
Every such special meeting, unless otherwise provided by law, must be called by mailing, postage prepaid, not less than ten days before the date fixed for such meeting, to each shareholder at the shareholder’s address, notice stating the time, place (or, in the case of a virtual-only meeting, stating that the meeting shall be held at no physical place but solely by means of remote communication) and purpose of the meeting.
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Virginia law provides that special meetings of the shareholders may be called by the chairman of the board of directors, the president, or the person or persons authorized to do so by the articles of incorporation or bylaws.
The Atlantic Union bylaws provide that except as otherwise specifically provided by applicable law, any special meeting of the shareholders will be held only upon the call of the Chairman or Vice Chairman of the Atlantic Union board of directors, if any, the CEO, the President, the Atlantic Union board of directors or the Atlantic Union board of directors’ Executive Committee.
Written notice stating the place, date, and time of any special meeting of the shareholders, and the purpose or purposes for which the meeting is called, will be given to each shareholder of record entitled to vote at the meeting not less than ten nor more than 60 days previous thereto (except as otherwise required or permitted by law) either personally, by mail, or by such other manner as permitted or required by applicable law, by or at the direction of the Chairman or Vice Chairman of the Atlantic Union board of directors, the CEO, the President, the Secretary, or by the persons calling the meeting.
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American National
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Atlantic Union
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Nomination of Directors:
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The VSCA provides that a corporation’s articles of incorporation or bylaws may prescribe qualifications for directors or qualifications to be nominated as directors.
The American National bylaws provide that any shareholder entitled to vote for the election of directors at the applicable meeting of shareholders may nominate an individual for election to the board by providing a written notice delivered or mailed to and received by American National’s corporate secretary not less than 120 days before the first anniversary of the date of American National’s proxy statement in connection with the last annual meeting. Such notice must set forth (i) the name and record address of such shareholder, (ii) the class, series and number of American National’s shares that are owned beneficially and of record by such shareholder, (iii) a description of all agreements, arrangements and understandings between such shareholder and the shareholder’s nominee with respect to the nominee’s service or duties as a nominee or director of American National, including, but not limited to, any direct or indirect confidentiality, compensation, reimbursement or indemnification arrangement in connection with such nominee’s service or action as a nominee or director or any commitment or assurance as to how such nominee will act or vote on any matter, and (iv) any other information as reasonably requested by American National. Each such shareholder’s notice must also set forth (i) the name, age, business address and, if known, residence address of each shareholder nominee, (ii) the principal occupation or employment of each shareholder nominee, (iii) the class and number of shares of stock of American National that are owned beneficially and of record by each shareholder nominee, (iv) any other information relating to each shareholder nominee that is
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The VSCA provides that a corporation’s articles of incorporation or bylaws may prescribe qualifications for directors or qualifications to be nominated as directors.
The Atlantic Union bylaws provide that nominations for election to the Atlantic Union board of directors may be made by shareholders in accordance with the following procedures: nominations for the election of directors must be (i) specified in the notice of meeting (or any supplement thereto), (ii) made by or at the direction of the board of directors or (iii) provided that the board of directors has determined that directors will be elected at a meeting, by any Atlantic Union shareholder who is a shareholder of record on the date of the notice and, at the time of the such meeting, is entitled to vote at such meeting.
The Atlantic Union bylaws state that no person who is age 72 or older will be eligible to serve on the Atlantic Union board of directors after the annual meeting following his or her 72nd birthday (except for individuals that the Atlantic Union board of directors determines are exempt from this limitation).
A written notice of such nomination by a shareholder must be delivered or mailed to and received by Atlantic Union’s Corporate Secretary at the principal office of Atlantic Union not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the commencement of the preceding year’s annual meeting; provided, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, the notice must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual
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American National
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Atlantic Union
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| | | required to be disclosed in solicitations of proxies for election of directors or is otherwise required to be disclosed under the VSCA or applicable listing standards of the primary exchange on which American National’s capital stock is listed or by the rules and regulations of the SEC promulgated under the Exchange Act, including any proxy statement filed pursuant thereto (in each case, assuming the election is contested), (v) a representation as to whether the shareholder, the beneficial owner, if any, or any associated person intends to solicit proxies in support of director nominees other than those nominated by the American National board of directors in compliance with the requirements of Rule 14a-19(b) under the Exchange Act, including a statement that the shareholder, the beneficial owner, if any, or any associated person intends to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote in the election of directors, and (vi) the written consent of such shareholder nominee to be named in the proxy statement as a nominee and to serve as a director if elected for the full term. | | |
meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by Atlantic Union.
To be in proper form, such notice must set forth,
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as to each person whom the shareholder proposes to nominate for election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person (currently and for the past five years), (iii) the class or series and number of shares of capital stock of Atlantic Union which are owned beneficially and of record by such person, (iv) a questionnaire (provided by Atlantic Union’s Corporate Secretary upon request) completed by the nominee that enquires into such person’s independence, (v) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, (vi) an agreement providing that the person is not party to a voting commitment that has not been disclosed to Atlantic Union and will not become party to any agreement that would interfere with the person’s fiduciary duties under applicable law, and such person will comply with all applicable Atlantic Union publicly disclosed Corporate Governance Guidelines and (vii) any other information relating to such person that would be required to be disclosed in connection with a solicitation of proxies for election of directors in a contested election, or is otherwise required, in each case under and in accordance with Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and Atlantic Union may require any proposed nominee to furnish such other information as may reasonably be required by
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American National
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Atlantic Union
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Atlantic Union to determine the eligibility of such proposed nominee to serve as an independent director of Atlantic Union or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such nominee;
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as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf each proposal or nomination is made: (i) the name and address of such shareholder, as they appear on Atlantic Union’s books, of such beneficial owner, if any, and of each associated person; (ii)(a) the class or series and number of shares of Atlantic Union which are, directly or indirectly owned beneficially and of record by such shareholder, such beneficial owner, if any, or any associated person, (b) any derivative instruments directly or indirectly owned beneficially by such shareholder, such beneficial owner and any associated person, (c) any proxy, contract, arrangement, understanding, or relationship pursuant to which such shareholder, such beneficial owner and any associated person has a right to vote any shares of any security of Atlantic Union, (d) any short interest in any security of Atlantic Union held, directly or indirectly, by such shareholder, such beneficial owner and any associated person, (e) any rights to dividends on the shares of Atlantic Union owned beneficially by such shareholder, such beneficial owner and any associated person that are separated or separable from the underlying shares of Atlantic Union, (f) any proportionate interest in shares of Atlantic Union or derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company in which such shareholder, such beneficial owner and any associated person is a general
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American National
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Atlantic Union
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partner or manager or, directly or indirectly, beneficially owns an interest, and (g) any performance-related fees to which such shareholder, such beneficial owner and any associated person is entitled based on any increase or decrease in the value of shares of Atlantic Union or derivative instruments, if any, as of the date of such notice; (iii) any other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iv) a statement whether such shareholder or any other person known to the shareholder will deliver a proxy statement and form of proxy to holders of at least the percentage of Atlantic Union’s voting shares required under applicable law to carry the proposal or elect the nominee; and (v) a representation that the shareholder is a holder of record of stock of Atlantic Union entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to make the nomination or propose such business specified in the notice from the floor of the meeting.
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Shareholder Proposal of Business:
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| | Under Rule 14a-8 under the Exchange Act, for a shareholder proposal to be considered for possible inclusion in the proxy statement for American National’s 2024 annual meeting of shareholders, notice of such proposal must be delivered or mailed to the principal offices of American National not less than 120 days prior to the anniversary date of the mailing date of American National’s proxy statement for the | | | Under Rule 14a-8 under the Exchange Act, for a shareholder proposal to be considered for possible inclusion in the proxy statement for Atlantic Union’s 2024 annual meeting of shareholders, notice of such proposal must be delivered or mailed to the principal offices of Atlantic Union not less than 120 days prior to the anniversary date of the mailing date of Atlantic Union’s proxy statement for the immediately | |
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American National
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Atlantic Union
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immediately preceding annual meeting of shareholders.
The American National bylaws provide that any shareholder entitled to vote at an annual meeting of shareholders may properly brought the shareholder proposal before the meeting if the shareholder gives timely notice thereof in writing to American National’s corporate secretary. For such notice to be timely if the shareholder proposal is to be included in American National’s proxy statement, the shareholder must comply with the applicable provisions of the federal securities laws, including Rule 14a-8 under the Exchange Act. For such notice to be timely if the shareholder proposal is not to be included in American National’s proxy statement, the notice must be in writing and delivered or mailed to and received by American National’s corporate secretary not less than 120 days before the first anniversary of the date of American National’s proxy statement in connection with the last annual meeting. A shareholder’s notice to the corporate secretary must set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class, series and number of American National’s shares that are owned beneficially and of record by the shareholder, (iv) any material interest of the shareholder in such business, and (v) any other information as reasonably requested by American National.
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preceding annual meeting of shareholders.
The Atlantic Union bylaws provide that any shareholder of record on the record date of such meeting entitled to vote thereat or a duly authorized proxy for such shareholder may propose business to be brought before an annual meeting of shareholders, but only if written notice is delivered or mailed to and received by Atlantic Union’s Corporate Secretary at the principal office of Atlantic Union not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the commencement of the preceding year’s annual meeting of shareholders; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by such shareholder must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by Atlantic Union.
Such notice must set forth: (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any interest of such shareholder and beneficial owner, if any, in such business, (ii) the complete text of any resolutions intended to be presented at the meeting, and in the event that such business includes a proposal to amend the Atlantic Union bylaws, the language of the proposed amendment; and (iii) a description of all agreements, arrangements and understandings between such shareholder, beneficial owner, if any, and any (a) affiliate or person acting
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American National
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Atlantic Union
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| | | | | | in concert with such shareholder or beneficial owner and (b) director, officer, employee, general partner or manager of such shareholder or beneficial owner or any such affiliate or person with which such shareholder or beneficial owner is acting in concert of such shareholder or beneficial owner, if any and any other person or persons (including their names) in connection with the proposal of such business by such shareholder. | |
Limitation of Director Liability; Indemnification:
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| | The VSCA provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if the director conducted himself in good faith and believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, and in all other cases, that his conduct was at least not opposed to its best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The VSCA requires such indemnification when a director or, unless limited by a corporation’s articles of incorporation, officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, and further provides that a corporation may make any other or further indemnity (including indemnity to a proceeding by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted bylaw or resolution, except an indemnity against willful misconduct or a knowing violation of the criminal law. The VSCA establishes a statutory limit on liability of officers and directors of a | | | The VSCA provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director or officer against liability incurred in the proceeding if the director conducted himself in good faith and believed, in the case of conduct in his official capacity with the corporation, that his conduct was in the corporation’s best interests, and in all other cases, that his conduct was at least not opposed to its best interests, and in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. The VSCA requires such indemnification when a director or, unless limited by a corporation’s articles of incorporation, officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer of the corporation, and further provides that a corporation may make any other or further indemnity (including indemnity to a proceeding by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by its articles of incorporation or shareholder-adopted bylaw or resolution, except an indemnity against willful misconduct or a knowing violation of the criminal law. The VSCA establishes a statutory limit on liability of officers and directors of a | |
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American National
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Atlantic Union
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corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of an officer or director will not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.
The American National articles provide that, to the full extent permitted by the VSCA, American National is required to indemnify a director or officer who is or was a party to any proceeding by reason of the fact that he is or was such a director or officer or is or was serving at the request of American National as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The American National board of directors is empowered, by a majority vote of a quorum of disinterested directors, to cause American National to indemnify or contract in advance to indemnify any person not specified in the preceding sentence by reason of having been an employee or agent of American National, or serving at the request of American National as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The American National articles provide that, to the full extent permitted by the VSCA, a director or officer of American National will not be liable to American National or its shareholders for monetary damages.
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corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of an officer or director will not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law.
The Atlantic Union articles provide that, to the full extent permitted by the VSCA, Atlantic Union will indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of Atlantic Union or brought by or on behalf of shareholders of Atlantic Union, by reason of the fact that he or she is or was a director or officer of Atlantic Union, or (ii) any director or officer who is or was serving at the request of Atlantic Union as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of the criminal law. The Atlantic Union articles also provide that Atlantic Union will advance or reimburse the expenses incurred by any director or officer to whom indemnification is provided in such circumstances, provided that the individual signs an undertaking to repay any funds if it is ultimately determined that he or she is not entitled to indemnification or advancement of expenses.
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American National
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Atlantic Union
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Atlantic Union may indemnify or contract in advance to indemnify any person not specified in the preceding sentence against liabilities, fines, penalties and claims imposed upon or asserted against him or her (including amounts paid in settlement) by reason of having been an employee, agent or consultant of Atlantic Union whether or not then continuing so to be, and against all expenses (including counsel fees) incurred by him or her in connection therewith, to the same extent as set forth above.
The Atlantic Union articles provide that, in any proceeding brought by a shareholder in the right of Atlantic Union or brought by or on behalf of shareholders of the Atlantic Union to the full extent permitted by the VSCA, a director or officer of Atlantic Union will not be liable in any monetary amount for damages arising out of or resulting from a single transaction, occurrence or course of conduct, provided that such limitation on liability is not applicable if the director or officer engaged in willful misconduct or a knowing violation of criminal law or any federal or state securities law.
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Shareholders’ Rights of Dissent and Appraisal:
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| | The VSCA provides that appraisal or dissenters’ rights are not available to holders of shares of any class or series of shares of a Virginia corporation in a merger when the stock is either listed on a national securities exchange or is traded in an organized market, held by at least 2,000 shareholders of record and has a public float of at least $20 million. Despite this exception, appraisal or dissenters’ rights will be available to holders of common stock of a Virginia corporation in a merger if: the articles of incorporation provide for appraisal or dissenters’ rights regardless of an available exception; in the case of a merger or share exchange, shareholders are required by the terms of the merger to accept anything for their shares other than | | | The VSCA provides that appraisal or dissenters’ rights are not available to holders of shares of any class or series of shares of a Virginia corporation in a merger when the stock is either listed on a national securities exchange or is traded in an organized market, held by at least 2,000 shareholders of record and has a public float of at least $20 million. Despite this exception, appraisal or dissenters’ rights will be available to holders of common stock of a Virginia corporation in a merger if: the articles of incorporation provide for appraisal or dissenters’ rights regardless of an available exception; in the case of a merger or share exchange, shareholders are required by the terms of the merger to accept anything for their shares other than | |
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American National
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Atlantic Union
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cash, shares of the surviving or acquiring corporation, or shares of another corporation that are either listed on a national securities exchange or held by more than 2,000 shareholders of record having a public float of at least $20 million, or a combination of cash or such shares; or the merger is an “affiliated transaction,” as described in “— Virginia Anti-Takeover Statutes” below, and it has not been approved by a majority of the disinterested directors.
The American National articles do not authorize such special appraisal or dissenters’ rights and the American National common stock is listed on The Nasdaq Global Select Market; therefore, unless one of the exceptions outlined above applies to a given transaction, shareholders of American National are not entitled to appraisal or dissenters’ rights.
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cash, shares of the surviving or acquiring corporation, or shares of another corporation that are either listed on a national securities exchange or held by more than 2,000 shareholders of record having a public float of at least $20 million, or a combination of cash or such shares; or the merger is an “affiliated transaction,” as described in “— Virginia Anti-Takeover Statutes” below, and it has not been approved by a majority of the disinterested directors.
The Atlantic Union articles do not authorize such special appraisal or dissenters’ rights and the Atlantic Union common stock is listed on the NYSE; therefore, unless one of the exceptions outlined above applies to a given transaction, shareholders of Atlantic Union are not entitled to appraisal or dissenters’ rights.
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Virginia Anti-Takeover Statutes:
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| | Virginia has two anti-takeover statutes in force, the Affiliated Transactions Statute and the Control Share Acquisitions Statute. | | | Virginia has two anti-takeover statutes in force, the Affiliated Transactions Statute and the Control Share Acquisitions Statute. | |
| | | The Affiliated Transaction Statute of the VSCA contains provisions governing “affiliated transactions” entered into by a public corporation or corporation with over 300 shareholders. These include various transactions such as mergers, share exchanges, sales, leases, or other dispositions of material assets, issuances of securities, dissolutions, and similar transactions with an “interested shareholder.” An interested shareholder is generally the beneficial owner of more than ten percent of any class of a corporation’s outstanding voting shares. During the three years following the date a shareholder becomes an interested shareholder, any affiliated transaction with the interested shareholder must be approved by both a majority (but not less than two) of the disinterested directors (those directors who were | | | The Affiliated Transaction Statute of the VSCA contains provisions governing “affiliated transactions” entered into by a public corporation or corporation with over 300 shareholders. These include various transactions such as mergers, share exchanges, sales, leases, or other dispositions of material assets, issuances of securities, dissolutions, and similar transactions with an “interested shareholder.” An interested shareholder is generally the beneficial owner of more than ten percent of any class of a corporation’s outstanding voting shares. During the three years following the date a shareholder becomes an interested shareholder, any affiliated transaction with the interested shareholder must be approved by both a majority (but not less than two) of the disinterested directors (those directors who were | |
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American National
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Atlantic Union
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directors before the interested shareholder became an interested shareholder or who were recommended for election by a majority of the disinterested directors) and by the affirmative vote of the holders of two-thirds of the corporation’s voting shares other than shares beneficially owned by the interested shareholder. These requirements do not apply to affiliated transactions if a majority of the disinterested directors approve the interested shareholder’s acquisition of voting shares making such a person an interested shareholder before such acquisition. Beginning three years after the shareholder becomes an interested shareholder, the corporation may engage in an affiliated transaction with the interested shareholder if:
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the transaction is approved by the holders of two-thirds of the corporation’s voting shares, other than shares beneficially owned by the interested shareholder;
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the affiliated transaction has been approved by a majority of the disinterested directors; or
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subject to certain additional requirements, in the affiliated transaction the holders of each class or series of voting shares will receive consideration meeting specified fair price and other requirements designed to ensure that all shareholders receive fair and equivalent consideration, regardless of when they tendered their shares.
Under the VSCA’s Control Share Acquisitions Statute, voting rights of shares of stock of a Virginia corporation acquired by an acquiring person or other entity at ownership levels of 20%, 331∕3%, and 50% of the outstanding shares may, under certain circumstances, be denied. The voting rights may be denied:
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unless conferred by a special
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directors before the interested shareholder became an interested shareholder or who were recommended for election by a majority of the disinterested directors) and by the affirmative vote of the holders of two-thirds of the corporation’s voting shares other than shares beneficially owned by the interested shareholder. These requirements do not apply to affiliated transactions if a majority of the disinterested directors approve the interested shareholder’s acquisition of voting shares making such a person an interested shareholder before such acquisition. Beginning three years after the shareholder becomes an interested shareholder, the corporation may engage in an affiliated transaction with the interested shareholder if:
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the transaction is approved by the holders of two-thirds of the corporation’s voting shares, other than shares beneficially owned by the interested shareholder;
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the affiliated transaction has been approved by a majority of the disinterested directors; or
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subject to certain additional requirements, in the affiliated transaction the holders of each class or series of voting shares will receive consideration meeting specified fair price and other requirements designed to ensure that all shareholders receive fair and equivalent consideration, regardless of when they tendered their shares.
Under the VSCA’s Control Share Acquisitions Statute, voting rights of shares of stock of a Virginia corporation acquired by an acquiring person or other entity at ownership levels of 20%, 331∕3%, and 50% of the outstanding shares may, under certain circumstances, be denied. The voting rights may be denied:
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unless conferred by a special
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American National
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Atlantic Union
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shareholder vote of a majority of the outstanding shares entitled to vote for directors, other than shares held by the acquiring person and officers and directors of the corporation; or
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among other exceptions, such acquisition of shares is made pursuant to a merger agreement with the corporation or the corporation’s articles of incorporation or bylaws permit the acquisition of such shares before the acquiring person’s acquisition thereof.
If authorized in the corporation’s articles of incorporation or bylaws, the statute also permits the corporation to redeem the acquired shares at the average per share price paid for such shares if the voting rights are not approved or if the acquiring person does not file a “control share acquisition statement” with the corporation within 60 days of the last acquisition of such shares. If voting rights are approved for control shares comprising more than 50% of the corporation’s outstanding stock, objecting shareholders may have the right to have their shares repurchased by the corporation for “fair value.”
Corporations may provide in their articles of incorporation or bylaws to opt-out of the Control Share Acquisitions Statute.
American National has not opted-out of the Affiliated Transactions Statute or the Control Share Acquisitions Statute.
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shareholder vote of a majority of the outstanding shares entitled to vote for directors, other than shares held by the acquiring person and officers and directors of the corporation; or
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among other exceptions, such acquisition of shares is made pursuant to a merger agreement with the corporation or the corporation’s articles of incorporation or bylaws permit the acquisition of such shares before the acquiring person’s acquisition thereof.
If authorized in the corporation’s articles of incorporation or bylaws, the statute also permits the corporation to redeem the acquired shares at the average per share price paid for such shares if the voting rights are not approved or if the acquiring person does not file a “control share acquisition statement” with the corporation within 60 days of the last acquisition of such shares. If voting rights are approved for control shares comprising more than 50% of the corporation’s outstanding stock, objecting shareholders may have the right to have their shares repurchased by the corporation for “fair value.”
Corporations may provide in their articles of incorporation or bylaws to opt-out of the Control Share Acquisitions Statute.
Atlantic Union has not opted-out of the Affiliated Transactions Statute or the Control Share Acquisitions Statute, and the Atlantic Union bylaws provide that it may, but is not required to, redeem shares of its common stock which have been the subject of a “control share acquisition” as defined in the Control Share Acquisitions Statute.
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Atlantic Union SEC Filings (SEC File No. 000-39325)
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Period or Date Filed
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Annual Report on Form 10-K | | | Year ended December 31, 2022, filed with the SEC on February 24, 2023. | |
Quarterly Reports on Form 10-Q | | | Quarter ended June 30, 2023, filed with the SEC on August 3, 2023 and quarter ended March 31, 2023, filed with the SEC on May 4, 2023. | |
Current Reports on Form 8-K | | | Filed with the SEC on January 4, 2023, January 6, 2023 (only with respect to information filed under items 3.01 and 9.01), January 9, 2023, January 27, 2023 (only with respect to information filed under items 8.01 and 9.01), March 29, 2023, May 2, 2023 (only with respect to information filed under items 8.01 and 9.01), May 4, 2023, July 5, 2023, July 14, 2023, July 25, 2023 (Two Filings) and July 27, 2023 (other than those portions of the documents deemed to be furnished and not filed). | |
Description of Atlantic Union common stock | | | The description of Atlantic Union common stock contained in Atlantic Union’s registration statement on Form 8-A, as filed with the SEC on January 13, 2023, including any subsequently filed amendments and reports updating such description. | |
American National SEC Filings (SEC File No. 000-12820)
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Period or Date Filed
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Annual Report on Form 10-K | | | Year ended December 31, 2022, filed with the SEC on March 14, 2023. | |
Quarterly Reports on Form 10-Q | | | Quarter ended June 30, 2023, filed with the SEC on August 9, 2023 and quarter ended March 31, 2023, filed with the SEC on May 10, 2023. | |
Current Reports on Form 8-K | | | Filed with the SEC on January 26, 2023, February 22, 2023, March 22, 2023, May 17, 2023, May 19, 2023 (Two Filings), July 19, 2023 and July 25, 2023 (Two Filings) (other than those portions of the documents deemed to be furnished and not filed). | |
American National SEC Filings (SEC File No. 000-12820)
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Period or Date Filed
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Description of American National common stock | | | The description of American National common stock contained in American National’s registration statement on Form 8-A, as filed with the SEC on September 14, 1984, including any subsequently filed amendments and reports updating such description. | |
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Atlantic Union Bankshares Corporation
4300 Cox Road Richmond, Virginia 23060 Attention: Rachael R. Lape Executive Vice President, General Counsel and Corporate Secretary Telephone: (804) 633-5031 |
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American National Bankshares Inc.
628 Main Street Danville, Virginia 24541 Attention: Jeffrey W. Farrar Senior Executive Vice President, Chief Operating and Chief Financial Officer Telephone: (434) 792-5111 |
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ARTICLE I
THE MERGER |
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| | | | | A-1 | | | |
| | | | | A-1 | | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
| | | | | A-3 | | | |
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ARTICLE II
EXCHANGE OF SHARES |
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| | | | | A-4 | | | |
| | | | | A-4 | | | |
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ARTICLE III
REPRESENTATIONS AND WARRANTIES OF AMNB |
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| | | | | A-6 | | | |
| | | | | A-8 | | | |
| | | | | A-8 | | | |
| | | | | A-9 | | | |
| | | | | A-9 | | | |
| | | | | A-10 | | | |
| | | | | A-11 | | | |
| | | | | A-12 | | | |
| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-14 | | | |
| | | | | A-18 | | | |
| | | | | A-19 | | | |
| | | | | A-21 | | | |
| | | | | A-21 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-22 | | | |
| | | | | A-23 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | | |
| | | | | A-24 | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-25 | | | |
| | | | | A-26 | | | |
| | | | | A-26 | | | |
| | | | | A-26 | | | |
| | | | | A-27 | | | |
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF BUYER |
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| | | | | A-27 | | | |
| | | | | A-28 | | | |
| | | | | A-29 | | | |
| | | | | A-29 | | | |
| | | | | A-30 | | | |
| | | | | A-30 | | | |
| | | | | A-31 | | | |
| | | | | A-32 | | | |
| | | | | A-32 | | | |
| | | | | A-33 | | | |
| | | | | A-33 | | | |
| | | | | A-33 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
| | | | | A-34 | | | |
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ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS |
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| | | | | A-35 | | | |
| | | | | A-35 | | | |
| | | | | A-38 | | | |
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ARTICLE VI
ADDITIONAL AGREEMENTS |
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| | | | | A-39 | | | |
| | | | | A-40 | | | |
| | | | | A-41 | | | |
| | | | | A-42 | | | |
| | | | | A-42 | | | |
| | | | | A-44 | | | |
| | | | | A-45 | | | |
| | | | | A-45 | | | |
| | | | | A-45 | | | |
| | | | | A-45 | | |
| | | | | A-46 | | | |
| | | | | A-48 | | | |
| | | | | A-48 | | | |
| | | | | A-48 | | | |
| | | | | A-48 | | | |
| | | | | A-48 | | | |
| | | | | A-49 | | | |
| | | | | A-49 | | | |
| | | | | A-49 | | | |
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ARTICLE VII
CONDITIONS PRECEDENT |
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| | | | | A-49 | | | |
| | | | | A-50 | | | |
| | | | | A-51 | | | |
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ARTICLE VIII
TERMINATION AND AMENDMENT |
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| | | | | A-51 | | | |
| | | | | A-52 | | | |
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ARTICLE IX
GENERAL PROVISIONS |
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| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-53 | | | |
| | | | | A-54 | | | |
| | | | | A-54 | | | |
| | | | | A-55 | | | |
| | | | | A-55 | | | |
| | | | | A-55 | | | |
| | | | | A-55 | | | |
| | | | | A-56 | | | |
| | | | | A-56 | | | |
| | | | | A-56 | | | |
| | | | | A-56 | | | |
| | | | | A-56 | | |
| Exhibit A – Form of Affiliate Agreement | | | | |
| Exhibit B – Executive Agreement | | | | |
| Exhibit C – Form of Plan of Merger | | | | |
| Exhibit D – Form of Subsidiary Plan of Merger | | | | |
| Schedule I – AMNB Directors | | | | |
| Schedule II – AMNB Executives | | | | |
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Page
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ACL
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| | | | A-15 | | |
Acquisition Proposal
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| | | | A-63 | | |
affiliate
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| | | | A-74 | | |
Affiliate Agreements
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| | | | A-1 | | |
Agreement
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| | | | A-1 | | |
AMNB
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| | | | A-1 | | |
AMNB Agent
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| | | | A-35 | | |
AMNB Articles
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| | | | A-9 | | |
AMNB Bank
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| | | | A-1 | | |
AMNB Bank Common Stock
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| | | | A-11 | | |
AMNB Benefit Plans
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| | | | A-19 | | |
AMNB Board Recommendation
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| | | | A-55 | | |
AMNB Bylaws
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| | | | A-9 | | |
AMNB Charters
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| | | | A-59 | | |
AMNB Common Stock
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| | | | A-2 | | |
AMNB Contract
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| | | | A-28 | | |
AMNB Directors
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| | | | A-61 | | |
AMNB Disclosure Schedule
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| | | | A-8 | | |
AMNB ERISA Affiliate
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| | | | A-19 | | |
AMNB Financial Statements
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| | | | A-14 | | |
AMNB Indemnified Parties
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| | | | A-59 | | |
AMNB Insiders
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| | | | A-66 | | |
AMNB Meeting
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| | | | A-55 | | |
AMNB Owned Properties
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| | | | A-30 | | |
AMNB Pension Plan
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| | | | A-20 | | |
AMNB Qualified Plans
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| | | | A-20 | | |
AMNB Real Property
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| | | | A-30 | | |
AMNB Regulatory Agreement
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| | | | A-28 | | |
AMNB Restricted Stock Award
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| | | | A-4 | | |
AMNB SEC Reports
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| | | | A-14 | | |
AMNB Securities
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| | | | A-11 | | |
AMNB Subsidiary
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| | | | A-9 | | |
AMNB Subsidiary Securities
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| | | | A-12 | | |
Articles of Merger
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| | | | A-2 | | |
Bank Merger
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| | | | A-1 | | |
BFI
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| | | | A-13 | | |
BHC Act
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| | | | A-8 | | |
business day
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| | | | A-74 | | |
Buyer
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| | | | A-1 | | |
Buyer Articles
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| | | | A-4 | | |
Buyer Bank
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| | | | A-1 | | |
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Page
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Buyer Bank Articles
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| | | | A-37 | | |
Buyer Bank Bylaws
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| | | | A-37 | | |
Buyer Benefit Plan
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| | | | A-58 | | |
Buyer Bylaws
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| | | | A-4 | | |
Buyer Common Stock
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| | | | A-3 | | |
Buyer Disclosure Schedule
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| | | | A-36 | | |
Buyer Equity Awards
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| | | | A-38 | | |
Buyer Financial Statements
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| | | | A-41 | | |
Buyer Performance-Based RSU Awards
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| | | | A-38 | | |
Buyer Restricted Stock Awards
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| | | | A-38 | | |
Buyer SEC Reports
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| | | | A-41 | | |
Buyer Stock Options
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| | | | A-38 | | |
Chosen Courts
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| | | | A-75 | | |
Closing
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| | | | A-2 | | |
Closing Date
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| | | | A-2 | | |
Code
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| | | | A-1 | | |
Confidentiality Agreement
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| | | | A-54 | | |
Covered Employees
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| | | | A-56 | | |
CRA
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| | | | A-24 | | |
Current Employees
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| | | | A-56 | | |
DOL
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| | | | A-20 | | |
Effective Time
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| | | | A-2 | | |
Enforceability Exceptions
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| | | | A-12 | | |
Environmental Laws
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| | | | A-29 | | |
ERISA
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| | | | A-19 | | |
Exchange Act
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| | | | A-14 | | |
Exchange Agent
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| | | | A-5 | | |
Exchange Fund
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| | | | A-5 | | |
Exchange Ratio
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| | | | A-3 | | |
FDIC
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| | | | A-10 | | |
Federal Reserve Board
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| | | | A-13 | | |
FINRA
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| | | | A-35 | | |
GAAP
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| | | | A-9 | | |
Governmental Entity
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| | | | A-13 | | |
Intellectual Property
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| | | | A-31 | | |
Investment Advisers Act
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| | | | A-35 | | |
IRS
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| | | | A-20 | | |
knowledge
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| | | | A-74 | | |
Liens
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| | | | A-11 | | |
Litigation
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| | | | A-17 | | |
Loans
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| | | | A-34 | | |
made available
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| | | | A-74 | | |
Material Adverse Effect
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| | | | A-8 | | |
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Page
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Materially Burdensome Regulatory Condition
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| | | | A-53 | | |
Merger
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| | | | A-1 | | |
Merger Consideration
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| | | | A-3 | | |
Mergers
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| | | | A-1 | | |
Money Laundering Laws
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| | | | A-25 | | |
Multiemployer Plan
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| | | | A-19 | | |
Multiple Employer Plan
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| | | | A-20 | | |
Nasdaq
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| | | | A-13 | | |
New Certificates
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| | | | A-5 | | |
NYSE
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| | | | A-6 | | |
OCC
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| | | | A-13 | | |
Old Certificate
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| | | | A-3 | | |
Ordinary Course
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| | | | A-47 | | |
Pension Plan Termination
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| | | | A-57 | | |
Permitted Liens
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| | | | A-30 | | |
person
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| | | | A-74 | | |
Personal Data
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| | | | A-24 | | |
Plan of Merger
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| | | | A-2 | | |
Premium Cap
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| | | | A-59 | | |
Proxy Statement/Prospectus
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| | | | A-52 | | |
Recommendation Change
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| | | | A-55 | | |
Registration Statement
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| | | | A-52 | | |
Regulatory Agencies
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| | | | A-13 | | |
Regulatory Reports
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| | | | A-13 | | |
Representatives
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| | | | A-16 | | |
Requisite AMNB Vote
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| | | | A-12 | | |
Requisite Regulatory Approvals
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| | | | A-53 | | |
Sanctioned Countries
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| | | | A-25 | | |
Sanctions
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| | | | A-25 | | |
Sarbanes-Oxley Act
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| | | | A-14 | | |
SEC
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| | | | A-13 | | |
Securities Act
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| | | | A-14 | | |
Security Breach
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| | | | A-24 | | |
Series A Preferred Stock
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| | | | A-38 | | |
Subsidiary
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| | | | A-9 | | |
Subsidiary Plan of Merger
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| | | | A-5 | | |
Superior Proposal
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| | | | A-63 | | |
Surviving Bank
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| | | | A-4 | | |
Surviving Corporation
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| | | | A-1 | | |
Systems
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| | | | A-31 | | |
Takeover Statutes
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| | | | A-33 | | |
Tax
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| | | | A-19 | | |
Tax Return
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| | | | A-19 | | |
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Page
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Taxes
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| | | | A-19 | | |
Termination Date
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| | | | A-70 | | |
Termination Fee
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| | | | A-71 | | |
VSCA
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| | | | A-2 | | |
VSCC
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| | | | A-2 | | |
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Name
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Share
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| Address for notice: | | | | |
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Name:
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Street:
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City, State:
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Zip Code:
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Telephone:
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Fax:
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Email:
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Exhibit
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Description
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| | 8.2* | | | | | |
| | 15.1* | | | | | |
| | 21.1 | | | | Subsidiaries of Atlantic Union Bankshares Corporation (incorporated herein by reference to Exhibit 21.1 to Atlantic Union’s Annual Report on Form 10-K for the year ended December 31, 2022 filed February 24, 2023) | |
| | 23.1* | | | | | |
| | 23.2* | | | | | |
| | 23.3* | | | | | |
| | 23.4* | | | | | |
| | 23.5* | | | | | |
| | 24.1* | | | | | |
| | 99.1* | | | |
Form of Affiliate Agreement, by and among Atlantic Union Bankshares Corporation, American National Bankshares Inc. and directors and certain executive officers of American National Bankshares Inc. (contained in Annex B to the proxy statement/prospectus which is included in this registration statement) |
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| | 99.2* | | | | | |
| | 99.3* | | | | | |
| | 99.4* | | | | | |
| | 99.5** | | | | Form of proxy to be mailed to shareholders of American National Bankshares Inc. | |
| | 107* | | | | |
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Signature
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Title
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Date
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/s/ John C. Asbury
John C. Asbury
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| | President and Chief Executive Officer and Director (principal executive officer) | | |
September 12, 2023
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/s/ Robert M. Gorman
Robert M. Gorman
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| | Executive Vice President and Chief Financial Officer (principal financial and accounting officer) | | |
September 12, 2023
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/s/ Ronald L. Tillett
Ronald L. Tillett
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| | Director and Chairman of the Board of Directors | | |
September 12, 2023
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/s/ Patrick E. Corbin
Patrick E. Corbin
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| | Director | | |
September 12, 2023
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/s/ Rilla S. Delorier
Rilla S. Delorier
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| | Director | | |
September 12, 2023
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/s/ Frank Russell Ellett
Frank Russell Ellett
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| | Director | | |
September 12, 2023
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Signature
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Title
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Date
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/s/ Patrick J. McCann
Patrick J. McCann
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| | Director and Vice Chairman of the Board of Directors | | |
September 12, 2023
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/s/ Thomas P. Rohman
Thomas P. Rohman
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| | Director | | |
September 12, 2023
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/s/ Linda V. Schreiner
Linda V. Schreiner
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| | Director | | |
September 12, 2023
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/s/ Thomas G. Snead, Jr.
Thomas G. Snead, Jr
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| | Director | | |
September 12, 2023
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/s/ Keith L. Wampler
Keith L. Wampler
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| | Director | | |
September 12, 2023
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/s/ F. Blair Wimbush
F. Blair Wimbush
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| | Director | | |
September 12, 2023
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Exhibit 5.1
September 12, 2023
Atlantic Union Bankshares Corporation
4300 Cox Road
Richmond, Virginia 23060
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel and Corporate Secretary of Atlantic Union Bankshares Corporation, a Virginia corporation (the “Company”), and have acted as counsel to the Company in connection with the Company’s Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission on the date hereof (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement registers an aggregate of 14,365,161 shares of the Company’s common stock, par value $1.33 per share (the “Shares”), to be issued in connection with the proposed merger of American National Bankshares Inc., a Virginia corporation (“American National”), with and into the Company, pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023 (as amended from time to time, the “Agreement”), by and between the Company and American National. This opinion letter is furnished pursuant to the requirement of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion letter, I have reviewed the Agreement, the Registration Statement (including the proxy statement of American National and the prospectus of the Company comprising a part thereof), the Amended and Restated Articles of Incorporation of the Company, the Amended and Restated Bylaws of the Company, the resolutions of the Board of Directors of the Company with respect to the transactions contemplated by the Agreement, each as amended as of the date hereof, and such other corporate records, certificates and other documents, and such questions of law, as I have considered necessary for the purposes of this opinion. I have assumed that all signatures are genuine, that all documents submitted to me as originals are authentic, that all copies of such documents submitted to me conform to the originals, and the legal capacity of all individuals executing any of the foregoing documents. As to certain factual matters relevant to this opinion letter, I have relied conclusively upon the representations and warranties made in the Agreement by the parties thereto, upon representations of officers of the Company, and originals or copies, certified or otherwise identified to my satisfaction, of such other records, agreements, documents and instruments, including certificates or comparable documents of the Company and of public officials, as I have deemed appropriate as a basis for the opinion hereinafter set forth.
I have assumed that, prior to the issuance of any of the Shares, (a) the Registration Statement will have become effective under the Securities Act, (b) to the extent required under the laws of Virginia, the shareholders of American National will have approved the Agreement, including the transactions contemplated by the Agreement, and (c) the transactions contemplated by the Agreement will have been consummated in accordance with the Agreement.
Based upon the foregoing, I am of the opinion that the Shares have been duly authorized and, when the Registration Statement has become effective under the Securities Act, the Shares, when duly issued in accordance with the Agreement, will be validly issued, fully paid and nonassessable.
I am a member of the bar of the Commonwealth of Virginia. I do not express any opinion herein as to the applicability of, compliance with, or effect of any laws other than the laws of the Commonwealth of Virginia.
I express no opinion with respect to the federal laws of the United States of America or the securities or “Blue Sky” laws of any state, including the securities laws of the Commonwealth of Virginia.
My opinion is as of the date hereof and I have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to my attention and I disavow any undertaking to advise you of any changes in law.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. I also hereby consent to the reference to my name under the heading “Legal Matters” in the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act. This opinion is provided for use in connection with the Registration Statement and may not be relied upon for any other purpose or in connection with any other matters.
Very truly yours, | |
/s/ Rachael R. Lape | |
Rachael R. Lape | |
Executive Vice President, | |
General Counsel and Corporate Secretary |
Exhibit 8.1
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[ ], 2023
Atlantic Union Bankshares Corporation
4300 Cox Road
Richmond, Virginia 23060
Re: | Merger of American National Bankshares Inc. with and into Atlantic Union Bankshares Corporation |
Ladies and Gentlemen:
We have acted as counsel to Atlantic Union Bankshares Corporation, a Virginia corporation (“AUB”), in connection with the proposed merger (the “Merger”) of American National Bankshares Inc., a Virginia corporation (“AMNB”) with and into AUB, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 24, 2023 (the “Agreement”), by and between AUB and AMNB, as described in the Registration Statement on Form S-4 (File No. [ ]) (the “Registration Statement”) filed by AUB with the United States Securities and Exchange Commission (the “SEC”). In connection therewith, we prepared the discussion (the “Discussion”) set forth under the caption “Material U.S. Federal Income Tax Consequences Relating to the Merger” in the Registration Statement.
In connection with this opinion, we have reviewed (i) the Agreement, (ii) the Registration Statement and (iii) such other records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have further assumed, with your permission (to the extent set forth in the representation letters from AUB and AMNB) and without independent investigation, that (i) the Merger will be consummated in the manner described in the Registration Statement and in accordance with the Agreement, (ii) the Merger will be consummated without the waiver of any conditions to any party’s obligations under the Agreement to consummate the Merger and (iii) the covenants set forth in the Agreement will be complied with. We have assumed further the accuracy of the representations set forth in the Agreement and in certificates as to certain factual matters signed by officers of AUB and AMNB. We have also assumed, with your permission and without independent investigation (other than such investigations as we have deemed necessary to fulfill our professional responsibilities as counsel), that, as to all matters in which a person making a representation has represented that such person or a related party is not a party to, does not have, or is not aware of any plan, intention, understanding, or agreement to take action, there is in fact no such plan, intention, understanding, or agreement, and such action will not be taken.
Atlantic Union Bankshares Corporation
[ ], 2023
Page 2
Based upon and subject to the foregoing, we hereby confirm that the legal statements in the Discussion constitute our opinion with respect to the United States federal income tax law matters referred to therein.
Our opinion expressed herein is subject to the assumptions and qualifications set forth in the Discussion and is based upon existing law, regulations, administrative pronouncements and judicial authority, all as in effect as of today’s date. This opinion is not binding on the Internal Revenue Service or courts. Furthermore, the authorities upon which we rely may be changed at any time, potentially with retroactive effect. No assurances can be given as to the effect of any such changes on the conclusions expressed in this opinion. Our opinion is limited to the United States federal income tax matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other tax consequences. We undertake no responsibility to advise you of any future change in the matters stated or assumed herein or in the United States federal income tax laws or the application or interpretation thereof.
We are furnishing this opinion solely in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose. We hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement and the references to this opinion in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours, |
Exhibit 8.2
Direct Dial: 804.420.6000
[ ], 2023
American National Bankshares Inc.
628 Main Street
Danville, Virginia 24541
Re: | Federal Income Tax Opinion Issued to American National Bankshares Inc. in Connection with the Merger of American National Bankshares Inc. with and into Atlantic Union Bankshares Corporation |
Ladies and Gentlemen:
We have acted as counsel to American National Bankshares Inc., a Virginia corporation (“AMNB”), in connection with the proposed merger (the “Merger”) of AMNB with and into Atlantic Union Bankshares Corporation, a Virginia corporation (“AUB”), pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023, between AUB and AMNB (the “Merger Agreement”). At your request, and in connection with the filing by AUB of a Registration Statement on Form S-4 (as amended or supplemented through the date hereof, the “Registration Statement”), including the proxy statement/prospectus contained therein (the “Proxy Statement/Prospectus”), with the Securities and Exchange Commission (the “Commission”), we are rendering our opinion concerning certain United States federal income tax consequences of the Merger. Any capitalized term used and not defined herein has the meaning given to it in the Merger Agreement.
FACTS:
In connection with the opinion rendered below, we have reviewed and relied upon (i) the Merger Agreement; (ii) the Proxy Statement/Prospectus; and (iii) such other documents as we have deemed necessary or appropriate for purposes of this opinion letter (the documents referred to in clauses (i), (ii), and (iii) hereof are referred to, collectively, as the “Merger Documents”). With respect to various factual matters material to our opinion, we have relied upon the representations set forth in the Merger Documents and in certificates of AUB and AMNB (the “Certificates”). We have assumed the correctness of the factual matters contained in the Merger Documents and the Certificates and have made no independent investigation for the purpose of confirming that such matters are correct.
American National Bankshares Inc.
[ ], 2023
Page 2
We have assumed that: (i) all signatures on all documents submitted to us are genuine, all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the originals thereof, all information submitted to us is accurate and complete, and all persons executing and delivering originals or copies of documents examined by us are competent to execute and deliver such documents; (ii) the Merger and the other transactions specified in the Merger Agreement will be consummated as contemplated in the Merger Agreement, without waiver of any material provision thereof; (iii) the Merger will be reported by AUB and AMNB on their respective income tax returns in a manner consistent with the opinion set forth below; and (iv) the Certificates are true and accurate in all material respects as of the Effective Time of the Merger. If any of such assumptions is untrue for any reason, or if the Merger and the other transactions specified in the Merger Agreement are not consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement, our opinion set forth below may be adversely affected and may not be relied on.
OPINION:
Based solely upon the documents and assumptions set forth above and conditioned upon the initial and continuing accuracy of the factual representations set forth in the Certificates as of the date hereof and as of the Effective Time of the Merger, and subject to the assumptions, limitations and qualifications set forth herein and in the Registration Statement, the discussion contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences Relating to the Merger,” insofar as it presents legal conclusions with respect to matters of United States federal income tax law, accurately sets forth the material United States federal income tax consequences of the Merger, and constitutes the opinion of Williams Mullen.
We do not express an opinion with respect to the effect of any state or local income tax laws or any other U.S. federal or state laws, rules, or regulations. Additional issues may exist that could affect the U.S. federal income tax treatment of the Merger, and this opinion letter does not consider or provide a conclusion with respect to any such additional issues.
In rendering our opinion, we have considered the applicable provisions of the Internal Revenue Code of 1986 and its legislative history, the Treasury Regulations promulgated thereunder, judicial decisions, and current administrative rulings and practices of the Internal Revenue Service, all as in effect on the date of this letter. These authorities may be amended or revoked at any time with or without retroactive effect, and we can provide no assurance as to the effect that any such change may have on the opinion that we have expressed above. We assume no obligation to update or modify this letter to reflect any changes in law or regulation or other developments that may occur after the date of this letter. Our opinion is limited to the matters expressly stated herein; no further opinion is implied or may be inferred.
An opinion of counsel is not binding upon the Internal Revenue Service or the courts. There can be no assurance that the Internal Revenue Service will agree with the opinion set forth herein or that, if challenged by the Internal Revenue Service, such opinion will be sustained by a court. No ruling has been or will be sought from the Internal Revenue Service as to the federal tax consequences of the Merger.
American National Bankshares Inc.
[ ], 2023
Page 3
We are furnishing this opinion letter in connection with the filing of the Registration Statement, and this opinion letter may not otherwise be distributed to any other person, filed with any other government agency or quoted in any other document without our prior written consent. This opinion letter may be filed as an exhibit to the Registration Statement, and we consent to the reference to our firm under the captions “Material U.S. Federal Income Tax Consequences” and “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.
[ ]
Exhibit 15.1
Stockholders and Board of Directors of Atlantic Union Bankshares Corporation
We are aware of the incorporation by reference in the Registration Statement (Form S-4) Atlantic Union Bankshares Corporation and the related Proxy Statement/Prospectus of Atlantic Union Bankshares Corporation and American National Bankshares Inc. for the registration of shares of Atlantic Union Bankshares Corporation’s common stock of our reports dated May 4, 2023 and August 3, 2023 relating to the unaudited consolidated interim financial statements of Atlantic Union Bankshares Corporation that are included in its Forms 10-Q for the quarters ended March 31, 2023 and June 30, 2023.
/s/ Ernst & Young LLP | |
Richmond, Virginia | |
September 12, 2023 |
Exhibit 23.4
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-4 of Atlantic Union Bankshares Corporation and the related Proxy Statement/Prospectus of Atlantic Union Bankshares Corporation and American National Bankshares Inc., for the registration of Atlantic Union Bankshares Corporation’s common stock and to the incorporation by reference therein of our report dated February 23, 2023, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting of Atlantic Union Bankshares Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP | |
Richmond, Virginia | |
September 12, 2023 |
Exhibit 23.5
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4 of our reports dated March 14, 2023, relating to our audits of the consolidated financial statements and the effectiveness of internal control over financial reporting of American National Bankshares Inc., appearing in the Annual Report on Form 10-K of American National Bankshares Inc. for the year ended December 31, 2022. We also consent to the reference to our firm under the heading “Experts” in such Registration Statement.
/s/ Yount, Hyde & Barbour, P.C. | |
Richmond, Virginia | |
September 12, 2023 |
Exhibit 99.2
CONSENT OF KEEFE, BRUYETTE & WOODS, INC.
We hereby consent to the inclusion of our opinion letter to the Board of Directors of American National Bankshares Inc. (“American National”) as Annex C to the Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the proposed merger of American National with and into Atlantic Union Bankshares Corporation and to the references to such opinion and the quotation or summarization of such opinion contained therein.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
KEEFE, BRUYETTE & WOODS, INC.
Dated: September 12, 2023
Exhibit 99.3
CONSENT OF NANCY HOWELL AGEE
September 12, 2023
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to my being named in the Registration Statement on Form S-4 of Atlantic Union Bankshares Corporation (“Atlantic Union”) filed on the date hereof and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act or related proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (including any amendments or supplements thereto), as a person anticipated to become a director of Atlantic Union upon completion of the merger described therein, and to the filing of this consent as an exhibit to the Registration Statement.
/s/ Nancy Howell Agee | |
Nancy Howell Agee |
Exhibit 99.4
CONSENT OF Joel R. Shepherd
September 12, 2023
Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to my being named in the Registration Statement on Form S-4 of Atlantic Union Bankshares Corporation (“Atlantic Union”) filed on the date hereof and all amendments thereto (the “Registration Statement”), and any related prospectus filed pursuant to Rule 424 promulgated under the Securities Act or related proxy statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (including any amendments or supplements thereto), as a person anticipated to become a director of Atlantic Union upon completion of the merger described therein, and to the filing of this consent as an exhibit to the Registration Statement.
/s/ Joel R. Shepherd | |
Joel R. Shepherd |
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Atlantic Union Bankshares Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price(2) |
Fee Rate | Amount of Registration Fee(3) |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities | ||||||||||||
Fees to be Paid | Equity | Common stock, par value $1.33 per share |
457(c), 457(f)(1)
|
14,365,161 | N/A | $406,587,260.60 | 0.00011020 | $44,805.92 | ||||
Fees Previously Paid | ⸻ | ⸻ | ⸻ | ⸻ | ⸻ | ⸻ | ⸻ | |||||
Carry Forward Securities | ||||||||||||
Carry Forward Securities | ⸻ | ⸻ | ⸻ | ⸻ | ⸻ | ⸻ | ||||||
Total Offering Amounts | $406,587,260.60 | 0.00011020 | $44,805.92 | |||||||||
Total Fees Previously Paid | ⸻ | |||||||||||
Total Fee Offsets | ⸻ | |||||||||||
Net Fee Due | $44,805.92 |
(1) | Represents the maximum number of shares of common stock, par value $1.33 per share, of Atlantic Union Bankshares Corporation, or Atlantic Union, issuable upon the completion of the merger of American National Bankshares Inc., or American National, and Atlantic Union pursuant to the Agreement and Plan of Merger, dated as of July 24, 2023, by and between Atlantic Union and American National, or the merger, in exchange for shares of common stock of American National, par value $1.00 per share, or American National common stock. |
(2) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended, or Securities Act, and computed pursuant to Rule 457(c) and 457(f)(1) under the Securities Act. The proposed maximum aggregate offering price was calculated as the product of (i) $38.21, the average of the high and low sales prices of American National common stock as reported on the Nasdaq Global Select Market on September 8, 2023 and (ii) 10,640,860, the estimated maximum number of shares of American National common stock that may be exchanged in connection with the merger. |
(3) | Computed in accordance with Section 6(b) of the Securities Act, at a rate equal to 0.00011020 multiplied by the proposed maximum aggregate offering price. |
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