8-K: Atlantic Union Bankshares Completes Acquisition of Sandy Spring Bancorp, Creating Lower Mid-Atlantic Regional Banking Powerhouse

Atlantic Union Bankshares Corporation finalized its merger with Sandy Spring Bancorp on April 1, 2025, establishing a leading regional bank in the lower Mid-Atlantic region.

Summary

• Atlantic Union Bankshares Corporation completed its merger with Sandy Spring Bancorp on April 1, 2025.
• Each share of Sandy Spring common stock was converted into 0.900 shares of Atlantic Union common stock, with cash paid for fractional shares.
• The aggregate transaction value was approximately $1.3 billion, based on Atlantic Union's closing price of $31.14 on March 31, 2025.
• Sandy Spring Bank was merged into Atlantic Union Bank.
• On a pro forma basis as of December 31, 2024, Atlantic Union has $38.7 billion in total assets, $32.1 billion in total deposits, and $30.0 billion in total loans held for investment.
• Three former Sandy Spring directors, Daniel J. Schrider, Mona Abutaleb Stephenson, and Mark C. Micklem, have been appointed to the Boards of Directors of Atlantic Union and Atlantic Union Bank.
• Daniel J. Schrider entered into a consulting agreement with Atlantic Union Bank for a two-year period, receiving $100,000 annually.
• Atlantic Union physically settled in full the Forward Sale Agreement and the Additional Forward Sale Agreement on April 1, 2025 by delivering 11,338,028 shares of Company Common Stock to the Forward Purchaser.
• The Company received net proceeds from such sale of shares of Company Common Stock and full physical settlement of the Forward Sale Agreement and the Additional Forward Sale Agreement, before expenses, of approximately $385.0 million.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the successful completion of the merger, the creation of a larger regional bank, and the expectation of long-term shareholder value creation.

Positives

• The merger creates a larger regional banking franchise with a stronger presence in Virginia and Maryland.
• The combined entity has significant assets, deposits, and loans, enhancing its market position.
• The addition of three former Sandy Spring directors to the board brings valuable expertise.
• The consulting agreement with Daniel J. Schrider ensures continued access to his knowledge and expertise.
• The completion of the forward sale agreements provides Atlantic Union with approximately $385.0 million in net proceeds.

Negatives

• The integration of the two companies could present challenges and may take longer or be more costly than anticipated.
• Purchase accounting adjustments could impact the financial results of the combined entity.
• There is a risk that the anticipated benefits of the transaction may not be fully realized.

Risks

• The integration of Sandy Spring's business and operations may take longer or be more costly than expected.
• Anticipated cost savings and strategic gains may not be realized.
• Changes in asset quality, credit risk, interest rates, and deposit flows could affect future results.
• Technological changes and regulatory actions could also impact the company's performance.

Future Outlook

The company believes the transaction will enable it to deliver sustainable long-term shareholder value.

Management Comments

• We are excited to have the Sandy Spring team officially join Atlantic Union Bank, said John C. Asbury, President and CEO of Atlantic Union.
• By bringing together the number one regional bank in Virginia and the number one regional bank in Maryland, weve created something thats never existed before and establishes Atlantic Union as the preeminent regional bank, with Virginia as its linchpin, that spans the lower mid-Atlantic into the Southeast.
• We believe this transaction will help enable us to deliver sustainable long-term shareholder value.

Industry Context

The merger reflects a trend of consolidation in the banking industry, as institutions seek to gain scale, expand their geographic footprint, and enhance their competitiveness.

Comparison to Industry Standards

• The combined entity's pro forma assets of $38.7 billion place it among the larger regional banks in the Mid-Atlantic region.
• Comparable institutions include Truist Financial Corporation and PNC Financial Services, although these are significantly larger.
• The merger aims to create a preeminent regional bank, suggesting a focus on competing with these larger players in specific markets.

Management Changes

Related Party Transactions

• Daniel J. Schrider entered into a consulting agreement with Atlantic Union Bank, receiving $100,000 annually for two years.

Stakeholder Impact

• Shareholders of Sandy Spring received 0.900 shares of Atlantic Union common stock for each share they held.
• Customers of both banks will have access to a larger network and expanded services.
• Employees of both banks may experience changes as a result of the integration.

Next Steps

• Integrate the business and operations of Sandy Spring into Atlantic Union.
• File certifications on Form 15 with the SEC to deregister Sandy Spring Common Stock.
• File financial statements required by Item 9.01 by an amendment to the Current Report on Form 8-K no later than 71 days after April 1, 2025.

Key Dates

Keywords

merger, acquisition, Atlantic Union Bankshares, Sandy Spring Bancorp, banking, financial services, regional bank