Atlantic Union Bankshares Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

BORROWINGS (Tables)

BORROWINGS (Tables)

9 Months Ended

Sep. 30, 2023

Total short-term borrowings consist of the following as of September 30, 2023 and December 31, 2022 (dollars in thousands):


	September 30,			December 31,
	2023			2022
Securities sold under agreements to repurchase	$	134,936		$	142,837
Federal Funds Purchased		—			160,000
FHLB Advances		495,000			1,016,000
Total short-term borrowings	$	629,936		$	1,318,837

Average outstanding balance during the period	$	633,896		$	302,060
Average interest rate during the period		4.66	%		1.79	%
Average interest rate at end of period		5.12	%		3.89	%

Long-Term Borrowings

Total long-term borrowings consist of the following as of September 30, 2023 (dollars in thousands):

Spread to

Principal

3-Month SOFR ⁽¹⁾

Rate ⁽²⁾

Maturity

Investment ⁽³⁾

Trust Preferred Capital Securities

Trust Preferred Capital Note - Statutory Trust I

22,500

2.75

8.41

6/17/2034

696

Trust Preferred Capital Note - Statutory Trust II

36,000

1.40

7.06

6/15/2036

1,114

VFG Limited Liability Trust I Indenture

20,000

2.73

8.39

3/18/2034

619

FNB Statutory Trust II Indenture

12,000

3.10

8.76

6/26/2033

372

Gateway Capital Statutory Trust I

8,000

3.10

8.76

9/17/2033

248

Gateway Capital Statutory Trust II

7,000

2.65

8.31

6/17/2034

217

Gateway Capital Statutory Trust III

15,000

1.50

7.16

5/30/2036

464

Gateway Capital Statutory Trust IV

25,000

1.55

7.21

7/30/2037

774

MFC Capital Trust II

5,000

2.85

8.51

1/23/2034

155

Total Trust Preferred Capital Securities

150,500

4,659

Subordinated Debt ⁽⁴⁾

2031 Subordinated Debt

250,000

—

2.875

12/15/2031

Total Subordinated Debt ⁽⁵⁾

250,000

Fair Value Discount ⁽⁶⁾

(14,426)

Investment in Trust Preferred Capital Securities

4,659

Total Long-term Borrowings

390,733

⁽¹⁾As part of the adoption of ASC 848, the index changed from Three-Month LIBOR to Three-Month CME SOFR + 0.262% in the third quarter of 2023. For more information on ASC 848, refer to Note 1 “Summary of Significant Accounting Policies” in Part 1, Item 1 of this Quarterly Report.

⁽²⁾Rate as of September 30, 2023. Calculated using non-rounded numbers.

⁽³⁾ Represents the junior subordinated debentures owned by the Company in trust and is reported in “Other assets” on the Company’s Consolidated Balance Sheets.

⁽⁴⁾Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

⁽⁵⁾Fixed-to-floating rate notes. On December 15, 2026, the interest rate changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

⁽⁶⁾Remaining discounts of $11.9 million and $2.6 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

Total long-term borrowings consist of the following as of December 31, 2022 (dollars in thousands):


			Spread to
	Principal		3-Month LIBOR ⁽¹⁾		Rate ⁽²⁾		Maturity	Investment ⁽³⁾
Trust Preferred Capital Securities
Trust Preferred Capital Note - Statutory Trust I	$	22,500	2.75	%	7.52	%	6/17/2034	$	696
Trust Preferred Capital Note - Statutory Trust II		36,000	1.40	%	6.17	%	6/15/2036		1,114
VFG Limited Liability Trust I Indenture		20,000	2.73	%	7.50	%	3/18/2034		619
FNB Statutory Trust II Indenture		12,000	3.10	%	7.87	%	6/26/2033		372
Gateway Capital Statutory Trust I		8,000	3.10	%	7.87	%	9/17/2033		248
Gateway Capital Statutory Trust II		7,000	2.65	%	7.42	%	6/17/2034		217
Gateway Capital Statutory Trust III		15,000	1.50	%	6.27	%	5/30/2036		464
Gateway Capital Statutory Trust IV		25,000	1.55	%	6.32	%	7/30/2037		774
MFC Capital Trust II		5,000	2.85	%	7.62	%	1/23/2034		155
Total Trust Preferred Capital Securities	$	150,500						$	4,659
Subordinated Debt ⁽⁴⁾
2031 Subordinated Debt		250,000	—	%	2.875	%	12/15/2031
Total Subordinated Debt ⁽⁵⁾	$	250,000
Fair Value Discount ⁽⁶⁾		(15,296)
Investment in Trust Preferred Capital Securities		4,659
Total Long-term Borrowings	$	389,863

⁽¹⁾The index rate changed from Three-Month LIBOR to Three-Month CME SOFR +0.262% in the third quarter of 2023 due to LIBOR cessation.

⁽²⁾Rate as of December 31, 2022. Calculated using non-rounded numbers.

⁽³⁾ Represents the junior subordinated debentures owned by the Company in trust and is reported in "Other assets" on the Company’s Consolidated Balance Sheets.

⁽⁴⁾ Subordinated notes qualify as Tier 2 capital for the Company for regulatory purposes.

⁽⁵⁾Fixed-to-floating rate notes. On December 15, 2026, the interest changes to a floating rate of the then current Three-Month Term SOFR plus a spread of 186 bps through its maturity date or earlier redemption. The notes may be redeemed before maturity on any interest payment date occurring on or after December 15, 2026.

⁽⁶⁾ Remaining discounts of $12.5 million and $2.8 million on Trust Preferred Capital Securities and Subordinated Debt, respectively.

Contractual Maturities of Long-Term Debt

As of September 30, 2023, the contractual maturities of long-term debt are as follows for the years ending (dollars in thousands):

Trust

Preferred

Total

Capital

Subordinated

Fair Value

Long-term

Notes

Debt

Discount ⁽¹⁾

Borrowings

For the remaining three months of 2023

—

(292)

2024

—

(1,187)

2025

—

(1,211)

2026

—

(1,236)

2027

—

(1,263)

Thereafter

155,159

250,000

(9,237)

395,922

Total long-term borrowings

155,159

250,000

(14,426)

390,733

⁽¹⁾ Includes discount on Trust Preferred Capital Securities and Subordinated Debt.