8-K: Atlantic Union and Sandy Spring Merger Receives Shareholder and Regulatory Approval, Closing Expected April 1, 2025

Atlantic Union Bankshares Corporation and Sandy Spring Bancorp, Inc. have received all necessary approvals for their merger and anticipate closing the transaction on April 1, 2025.

Summary

• Atlantic Union Bankshares Corporation and Sandy Spring Bancorp, Inc. held special meetings on February 5, 2025, where shareholders approved the merger agreement.
• All required bank regulatory approvals have been received.
• The merger is expected to close on or about April 1, 2025, subject to customary closing conditions.
• The combined company aims to create a unique franchise by merging the #1 regional depository market share bank in Virginia with the #1 regional depository market share bank in Maryland.
• The merger is expected to benefit customers, teammates, and shareholders.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the successful shareholder votes and regulatory approvals, indicating a smooth path towards the merger's completion. The management comments further reinforce this positive outlook.

Positives

• The merger has received all necessary shareholder and regulatory approvals.
• The combined company is expected to create a stronger regional bank with a larger market share.
• Customers are expected to benefit from an expanded branch network and enhanced product offerings.
• Teammates are expected to benefit from expanded career opportunities, resources and capabilities.
• Shareholders are expected to benefit from differentiated financial performance.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the right of one or both parties to terminate the merger agreement.
• The possibility that the proposed transaction does not close when expected or at all because the conditions to closing are not satisfied on a timely basis or at all.
• Potential adverse reactions of Atlantic Union's or Sandy Spring's customers or changes to business or employee relationships.
• A material adverse change in the financial condition of Atlantic Union or Sandy Spring.
• General competitive, economic, political, and market conditions.

Future Outlook

Atlantic Union and Sandy Spring expect to complete the merger on or about April 1, 2025, subject to the satisfaction or waiver of customary closing conditions.

Management Comments

• John C. Asbury, President and CEO of Atlantic Union, stated that they are pleased to have received all necessary approvals and remain on track to close the transaction on April 1, 2025.
• Daniel J. Schrider, Chair, President and CEO of Sandy Spring, expressed excitement about reaching this important milestone and seeing what they can accomplish together.

Industry Context

The merger reflects a trend of consolidation in the banking industry, where institutions are seeking to increase market share, expand their geographic footprint, and achieve economies of scale.

Comparison to Industry Standards

• The merger aims to create a regional powerhouse, similar to other large regional bank mergers seen in the industry.
• Comparable mergers include the combination of SunTrust and BB&T to form Truist, which also aimed to create a leading regional bank with a broader geographic reach.
• The success of the Atlantic Union and Sandy Spring merger will depend on their ability to integrate operations, realize cost synergies, and retain customers, similar to the challenges faced by other merged entities.

Stakeholder Impact

• Shareholders are expected to benefit from the combined company's financial performance.
• Customers are expected to benefit from an expanded branch network and enhanced product offerings.
• Teammates are expected to benefit from expanded career opportunities, resources and capabilities.

Next Steps

• Satisfaction or waiver of customary closing conditions.
• Completion of the merger on or about April 1, 2025.
• Integration of the two companies' operations.

Key Dates