8-K/A: Atlantic Union Bankshares Completes Merger with Sandy Spring Bancorp, Files Pro Forma Financials

Atlantic Union Bankshares Corporation completes its merger with Sandy Spring Bancorp and files pro forma financial statements reflecting the combined entity's financial position and results.

Summary

• Atlantic Union Bankshares Corporation completed its merger with Sandy Spring Bancorp on April 1, 2025.
• The merger agreement was initially dated October 21, 2024.
• Pro forma financial information combines Atlantic Union's and Sandy Spring's financial results as if the merger occurred on January 1, 2024.
• The pro forma information also includes Atlantic Union's acquisition of American National Bankshares Inc.
• The unaudited pro forma condensed combined balance sheet as of December 31, 2024, shows total assets of $38,602.3 million.
• Total liabilities are reported as $34,006.9 million, and total stockholders' equity is $4,595.4 million.
• The unaudited pro forma condensed combined statement of income for the year ended December 31, 2024, shows total interest and dividend income of $2,191.4 million.
• Net income available to common shareholders is $206.4 million, resulting in basic earnings per common share of $1.50 and diluted earnings per common share of $1.47.
• The pro forma financial information is for illustrative purposes only and does not predict future results.

Sentiment

Score: 7

Explanation: The document is factual and reports on a completed merger. The sentiment is neutral to positive, reflecting the completion of a significant corporate event.

Positives

• The merger creates a larger, combined entity with increased assets and market presence.
• The pro forma financial statements provide insights into the potential financial performance of the combined company.

Negatives

• The pro forma financial information is based on estimates and assumptions and may not accurately predict future results.
• The preliminary allocation of the pro forma purchase price is subject to adjustment and may vary significantly from the actual purchase price allocation.

Risks

• Changes in market conditions, asset dispositions, cost savings, or revenue synergies could affect the actual results.
• The integration of the two companies may present challenges and unforeseen costs.
• The pro forma financial information does not reflect the costs of any integration activities or cost savings or synergies that may be achieved because of the merger.

Future Outlook

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not project the future financial position or operating results of the surviving corporation.

Industry Context

The merger reflects a trend of consolidation in the banking industry, as institutions seek to increase scale, expand market reach, and improve efficiency.

Comparison to Industry Standards

• It is difficult to compare the results to industry standards without knowing the specific geographic markets and business lines of Atlantic Union and Sandy Spring.
• However, the pro forma financial metrics can be compared to peer banks of similar size and scope to assess the combined company's relative performance.
• Companies like Truist, Fifth Third, and KeyCorp could be considered peers for comparison purposes.

Stakeholder Impact

• Shareholders of both Atlantic Union and Sandy Spring have approved the merger.
• Customers of both banks will be integrated into a single customer base.
• Employees of both banks will be affected by the integration, with potential for redundancies and changes in roles.

Next Steps

• Integration of Sandy Spring's operations and systems into Atlantic Union.
• Continued monitoring of the combined company's financial performance.
• Potential asset dispositions, including the proposed sale of approximately $2 billion of commercial real estate loans.

Key Dates

Keywords

merger, Atlantic Union Bankshares, Sandy Spring Bancorp, pro forma, financial statements, acquisition, American National Bankshares, bank, financial information