Atlantic Union Bankshares Corporation Offers $ 250 Million Subordinated Note Offering



RICHMOND, Virginia, December 01, 2021 (GLOBE NEWSWIRE) – Atlantic Union Bankshares Corporation (NASDAQ: AUB) (the “Company”), the holding company of Atlantic Union Bank (the “Bank”), today announced on price of its public offering in the aggregate principal amount of $ 250 million of its 2.875% floating rate subordinated notes due 2031 (the “Notes”). The public price of the notes is 100% of the principal amount of the notes. The Notes will mature on December 15, 2031. Interest on the Notes will initially accrue at a rate equal to 2.875% per annum from December 8, 2021 inclusive until December 15, 2026, but excluded, payable semi-annually in arrears. From December 15, 2026 inclusive to December 15, 2031 inclusive or the earlier repayment date, interest will accrue at a variable rate per year equal to a reference rate, which should be the guaranteed overnight funding rate of three month, or SOFR (as defined in the Notes), increased by a spread of 186 basis points, payable quarterly in arrears. The Notes are intended to qualify as Tier 2 capital for regulatory purposes.

The offer is scheduled to close on December 8, 2021, subject to the satisfaction of the usual closing conditions.

On December 15, 2026 or any later interest payment date, the Company may, at its option, redeem the Bonds, in whole or in part, at a redemption price equal to 100% of par, plus accrued and unpaid interest. until the excluded date of redemption. The Company may also refund the tickets, in whole but not in part, at any time, including before December 15, 2026, upon the occurrence of certain specified events.

Keefe, Bruyette & Woods, A Stifel company, acted as the senior bookkeeping manager, and Piper Sandler & Co. acted as the active bookkeeping manager. Goldman Sachs & Co. LLC and Raymond James & Associates, Inc. acted as co-managers in the offering of the Notes.

The Company intends to use the net proceeds of this offering to repay its outstanding $ 150 million of 5.00% fixed rate subordinated notes due 2026 which are redeemable on December 15, 2021 and for the purposes of general company policies. A redemption notice was delivered to the holders of these notes on November 15, 2021, with respect to the redemption of all of the outstanding principal amount of these notes on December 15, 2021. The redemption which will take place on December 15, 2021 is not dependent on of this offer of tickets or the amount of proceeds resulting from this offer. The net proceeds paid to the Bank should be used to support the growth of the Bank.

The Notes are being offered by way of a Prospectus Supplement and an accompanying Base Prospectus. The Company has previously filed with the United States Securities and Exchange Commission (the “SEC”) a registration statement (File No. 333-248544) and has filed a preliminary prospectus supplement to the base prospectus contained in the registration statement for the tickets to which the communication relates. The Company will file a final prospectus supplement relating to the Notes. Prospective investors should read the base prospectus contained in the registration statement, the preliminary prospectus supplement, the final prospectus supplement and other documents that the Company has filed or will file with the SEC for more complete information on the Company and ticket offer.

Copies of these documents, when available, can be obtained free of charge by visiting EDGAR on the SEC’s website at, or by contacting Keefe, Bruyette & Woods, Inc., toll free at (800) 966-1559 or by e-mailing [email protected], or Piper Sandler & Co., by sending an e-mail to [email protected]

No offer or sale

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Securities, and there will be no sale of the Securities in any state or jurisdiction in which such an offer, solicitation or sale. would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering of Notes is made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. The Offered Notes have not been approved or disapproved by any regulatory authority, and none of those authorities has ruled on the accuracy or adequacy of the registration statement, the base prospectus contained in the statement. registration, provisional prospectus supplement or final prospectus supplement relating thereto.

About Atlantic Union Bankshares Corporation

Based in Richmond, Virginia, Atlantic Union Bankshares Corporation (NASDAQ: AUB) is the holding company of Atlantic Union Bank. Atlantic Union Bank has 130 branches and approximately 150 ATMs located throughout Virginia and parts of Maryland and North Carolina. Some of the non-bank financial services subsidiaries of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Dixon, Hubard, Feinour & Brown, Inc., which provides investment advisory services; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Forward-looking statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. . Forward-looking statements are not statements of historical or current fact or assurances of future performance and can generally be identified by the use of forward-looking terminology, such as “may”, “will”, “anticipate”, “have”. intention, “” could “,” should “,” would “,” believe “,” project “,” plan “,” objective “,” target “,” potential “,” pro-forma “,” seek ” , “contemplate,” “expect”, “estimate”, “continue”, “project”, “anticipated”, “modeled” or “planned” or the negative thereof and other similar words and expressions from the future. These forward-looking statements include, without limitation, those relating to the expected closing date of the Offer and the Company’s intended use of the net proceeds of the Offer. Forward-looking statements are subject to risks, uncertainties and difficult-to-predict assumptions as to the time, extent, likelihood and degree of occurrence, which could cause the Company’s actual results to differ. substantially from those anticipated in or by these statements. Potential risks and uncertainties include, but are not limited to, the ability of the Company to complete the Offer and to deploy the net proceeds of the Offer as the Company currently expects. The Company cautions readers that the above list of factors is not exclusive, not necessarily in order of importance, and readers should not place undue reliance on forward-looking statements. In addition, any forward-looking statement speaks only as of the date on which it is made, and the Company does not intend and, except as required by applicable law, disclaims any obligation to update or revise any forward-looking statements to reflect events. or circumstances after the date on which the report is made or to reflect the occurrence of unforeseen events, unless required by applicable securities laws.

Bill Cimino, Senior Vice President and Director of Investor Relations 804.446.0937

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