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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 15, 2021

 

ATLANTIC UNION BANKSHARES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Virginia

001-39325

54-1598552

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

 

 

 

1051 East Cary Street

Suite 1200

Richmond, Virginia 23219

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (804) 633-5031

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Common Stock, par value $1.33 per share

AUB

The NASDAQ Global Select Market

Depositary Shares, Each Representing a 1/400th Interest in a Share of 6.875% Perpetual Non-Cumulative Preferred Stock, Series A

AUBAP

The NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 8.01 Other Events.

On November 15, 2021, Atlantic Union Bankshares Corporation (the “Company”) provided a Notice of Redemption to the holders of $150,000,000 aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Subordinated Notes”), which complied with requirements contained in the indenture and the supplemental indenture related to the Subordinated Notes of providing a Notice of Redemption not more than 60 days and not less than 30 days prior to the redemption date. The Subordinated Notes will be redeemed on December 15, 2021.

The Subordinated Notes will be redeemed in full at a redemption price equal to 100% of the principal amount of the Subordinated Notes plus accrued and unpaid interest, if any, to but excluding the redemption date. The aggregate redemption price, excluding accrued interest, will total approximately $150,000,000. Interest on the Subordinated Notes will no longer accrue on or after the redemption date. Payment of the redemption price for the Subordinated Notes will be made by U.S. Bank, National Association, as trustee.

A copy of the Notice of Redemption is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description of Exhibit

99.1

 

Notice of Redemption to the holders of $150,000,000 aggregate principal amount of Fixed-to-Floating Rate Subordinated Notes due 2026

104

Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ATLANTIC UNION BANKSHARES CORPORATION

 

 

 

 

 

 

 

 

 

 

 

 

Date: November 15, 2021

By:

/s/ Robert M. Gorman

 

 

 

Robert M. Gorman

 

 

 

Executive Vice President and

 

 

 

Chief Financial Officer

 

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