RICHMOND, Va.–(BUSINESS WIRE)–Atlantic Union Bankshares Corporation (NYSE: AUB) announced today that it priced an underwritten public offering of 9,859,155 shares of its common stock at a price of $35.50 per share, for an aggregate offering amount of $350.0 million. The approximate net proceeds of the offering will be $336.0 million (before offering expenses, assuming the underwriters do not exercise their option to purchase additional shares and assuming full physical settlement of the forward sale agreement) in connection with the forward sale agreement described below.
The underwriters have been granted the option to purchase up to an additional 1,478,873 shares of Atlantic Union’s common stock. If such option is exercised, then Atlantic Union plans to enter into an additional forward sale agreement with the forward purchaser in respect of the number of additional shares of Atlantic Union’s common stock that is subject to the exercise of such option. The offering is expected to close on October 22, 2024, subject to the satisfaction of customary conditions.
Morgan Stanley & Co. LLC is acting as lead book-running manager for the offering. BofA Securities is acting as book-running manager. Piper Sandler & Co. and Stephens Inc. are acting as co-managers for the offering.
In connection with the offering, Atlantic Union entered into a forward sale agreement with Morgan Stanley & Co. LLC (the “forward purchaser”), pursuant to which Atlantic Union has agreed to sell shares of its common stock to the forward purchaser at the initial forward sale price, which is equal to the price per share at which the underwriters purchase the shares in the offering, as adjusted over the term of the forward sale agreement. In connection with the forward sale agreement, the forward purchaser or its affiliate is borrowing from third parties an aggregate of 9,859,155 shares of Atlantic Union’s common stock. Such borrowed shares of Atlantic Union’s common stock will be delivered by Morgan Stanley & Co. LLC (in such capacity, the “forward seller”) for sale to the underwriters in the offering. Atlantic Union expects to physically settle the forward sale agreement (by the delivery of shares of its common stock) and receive proceeds from the sale of those shares of its common stock upon one or more forward settlement dates within approximately 18 months from the date hereof. Atlantic Union may also elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreement. If the forward purchaser or its affiliate does not borrow and deliver to the forward seller for sale all of the shares of Atlantic Union’s common stock to be delivered and sold by it pursuant to the terms of the underwriting agreement, Atlantic Union will issue and sell directly to the underwriters the number of shares of its common stock not borrowed and delivered for sale by the forward purchaser or its affiliate, and under such circumstances the number of shares of Atlantic Union’s common stock underlying the forward sale agreement will be decreased by the number of shares of its common stock that Atlantic Union issues and sells.
Atlantic Union will not initially receive proceeds from the sale of the shares of its common stock sold by the forward seller to the underwriters but will have the right to receive proceeds from physical settlement under the forward sale agreement, based on the then-prevailing forward sale price. Atlantic Union intends to use any net proceeds that it receives upon settlement of the forward sale agreement and the additional forward sale agreement, if any, for general corporate purposes, which may include, among other uses, contributing Tier 1 capital into Atlantic Union Bank. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of Atlantic Union and its subsidiaries.
About Atlantic Union Bankshares Corporation
Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Atlantic Union Bank operated 129 branches and approximately 150 ATMs located throughout Virginia, and in portions of Maryland and North Carolina as of September 30, 2024. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.
