As
filed with the Securities and Exchange Commission on August 6, 2024
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ATLANTIC UNION BANKSHARES CORPORATION
(Exact name of registrant as specified in its
charter)
| Virginia |
|
54-1598552 |
| (State
or other jurisdiction of incorporation or organization) |
|
(I.R.S.
Employer Identification Number) |
4300 Cox Road
Glen Allen, Virginia 23060
(804) 633-5031
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Rachael R. Lape, Esq.
Executive Vice President, General Counsel and
Secretary
Atlantic Union Bankshares Corporation
4300 Cox Road
Glen Allen, Virginia 23060
(804) 633-5031
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Susan S. Ancarrow, Esq.
Seth A. Winter, Esq.
Troutman Pepper Hamilton Sanders LLP
Troutman Pepper Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
x |
Accelerated filer |
¨ |
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
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 7(a)(2)(B) of the Securities Act. ¨
Prospectus
ATLANTIC
UNION BANKSHARES CORPORATION
Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Warrants
Purchase Contracts
Units
We
or one or more selling securityholders may offer and sell from time to time, in one or more offerings, common stock, preferred stock,
depositary shares representing interests in shares of preferred stock, debt securities (which may be senior or subordinated debt securities),
warrants, purchase contracts or units in amounts, at prices and on other terms to be determined at the time of the offering. The securities
offered by this prospectus may be sold separately, together or in combination with any other securities offered hereby. The
securities offered by this prospectus may be convertible into or exercisable or exchangeable for other of our securities.
This prospectus describes the general terms of
these securities and the general manner in which we will offer the securities. The specific terms of any securities we or any selling
securityholder offers will be included in a supplement to this prospectus. The prospectus supplement will also describe the specific
manner in which we or any selling securityholder will offer the securities. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus, any applicable prospectus supplement or related free writing
prospectus and any documents we have incorporated into this prospectus or any prospectus supplement by reference carefully before you
invest. This prospectus may not be used to consummate the sales of securities unless accompanied by a prospectus supplement.
We may offer and sell these securities on a delayed
or continuous basis to or through one or more agents, underwriters or dealers as designated from time to time, directly to one or more
purchasers, through a combination of these methods or any other method as provided in the applicable prospectus supplement. If any agents,
underwriters or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth their
names and any applicable fees, commissions or discounts.
Our
common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “AUB.” Our depositary shares,
each representing a 1/400th ownership interest in a share of our 6.875% Perpetual
Non-Cumulative Preferred Stock, Series A, par value $10.00 per share, are traded on the NYSE
under the symbol “AUB.PRA.” We have not yet determined whether any of the securities that may be offered by this prospectus
will be listed on any exchange, or included in any inter-dealer quotation system or over-the-counter market. If we decide to seek the
listing or inclusion of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange,
quotation system or market on or in which the securities will be listed or included.
Investing
in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading
“Risk Factors” beginning on page 5 of this prospectus, as well as the risks and uncertainties described
under similar headings in any applicable prospectus supplement or related free writing prospectus and in the other documents that are
incorporated or deemed to be incorporated by reference into this prospectus or the applicable prospectus supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
These securities are our unsecured obligations
and are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of ours and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other governmental agency or instrumentality.
The
date of this prospectus is August 6, 2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
Unless the context requires otherwise, in this
prospectus we use the terms “we,” “us,” “our,” “Atlantic Union” and the “Company”
to refer to Atlantic Union Bankshares Corporation. References to “securities” include any security that we might sell under
this prospectus or any prospectus supplement.
This prospectus is part of a registration statement
that we have filed with the Securities and Exchange Commission (the “SEC”), using a “shelf” registration process.
Under the shelf registration process, using this prospectus, together with a prospectus supplement, we or a selling securityholder may
sell, from time to time, in one or more offerings, any combination of the securities described in this prospectus.
This prospectus provides you with a general description
of the securities we may offer. Each time we or a selling securityholder offers securities, we or they will provide a prospectus supplement
that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read this prospectus, any applicable prospectus supplement or related free writing prospectus
and any documents we incorporate by reference in this prospectus or any prospectus supplement carefully before you invest. See “Where
You Can Find More Information” for more information. If there is any inconsistency between the information in this prospectus and
any prospectus supplement, you should rely on the information in the prospectus supplement.
This prospectus
contains summaries of certain provisions contained in some of the documents described herein. Please refer to the actual documents for
complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred
to herein have been filed, or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.”
Our SEC registration statement containing this
prospectus, including exhibits, provides additional information about us and the securities offered under this prospectus. The registration
statement can be read at the SEC’s website or at the SEC’s offices. The SEC’s website and street addresses are provided
under the heading “Where You Can Find More Information.”
We are
only responsible for the information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement
or any related free writing prospectus. We have not authorized anyone to provide any information other than that contained or incorporated
by reference in this prospectus, in any accompanying prospectus supplement and in any related free writing prospectus prepared by or
on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of,
any other information that others may give you. We are not making an offer to sell any securities in any jurisdiction where the offer
or sale is not permitted. You should not assume that the information contained in this prospectus or any prospectus supplement or in
any such free writing prospectus is accurate as of any date other than their respective dates. In the case of information contained in
documents we file with the SEC and incorporate by reference in this prospectus, you should assume that such information is accurate only
as of the respective dates of those documents. Our business, financial condition, results of operations and prospects may have changed
since those dates.
We may sell our securities to underwriters who
will in turn sell the securities to the public on terms fixed at the time of sale. In addition, the securities may be sold by us directly
or through dealers or agents which we may designate from time to time. If we, directly or through agents, solicit offers to purchase
the securities, we reserve the sole right to accept and, together with our agents, to reject, in whole or in part, any of those offers.
A prospectus supplement will contain the names
of the agents, underwriters or dealers, if any, together with the terms of the offering, any initial public offering price, the price
paid to us for the securities, the manner of distribution, the compensation of any agents, underwriters or dealers and the net proceeds
to be received by Atlantic Union. Any underwriters, dealers or agents participating in the offering may be deemed “underwriters”
within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is a part of a registration statement
on Form S-3 that we have filed with the SEC under the Securities Act. This prospectus does not contain all the information set forth
in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further
information with respect to us and the securities offered by this prospectus, reference is made to the registration statement, including
the exhibits to the registration statement and the documents incorporated by reference in the registration statement.
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. Our filings, including the registration
statement, are available to the public from commercial document retrieval services and at the SEC’s Internet website at
http://www.sec.gov. Our SEC filings are also available at no cost on our website at http://investors. atlanticunionbank.com,
as soon as reasonably practicable after we file such documents with the SEC. We are not incorporating the information on our website
into this prospectus, and the information on the website is not included in, nor is it a part of, this prospectus or any prospectus supplement.
Our SEC file number is 001-39325.
DOCUMENTS INCORPORATED BY REFERENCE
We incorporate by reference into this prospectus
the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents.
The information incorporated by reference is an important part of this prospectus.
The
information incorporated by reference is deemed to be part of this prospectus, except to the extent superseded by information contained
in this prospectus or by information contained in documents filed with the SEC after the date of this prospectus. We incorporate
by reference the documents listed below (except Items 2.02 and 7.01 of any Current Report on Form 8-K, unless otherwise indicated):
| · | our Current Reports on Form 8-K filed with the SEC on January 3,
2024, January 26,
2024, February 13,
2024, February 23,
2024, March 27,
2024, April 1,
2024, May 7,
2024 (with respect to Item 8.01 and Item 9.01), May 9,
2024, July 2,
2024, and July 25,
2024 (with respect to Item 8.01 and Item 9.01); |
| · | the description of common stock contained in Exhibit 4.6
to our Annual Report, including any subsequently filed amendments and
reports updating such description. |
We also incorporate by reference any future filings
we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) between the date of this prospectus and the date that all of the securities offered by this prospectus or any prospectus
supplement are sold or the offering is otherwise terminated; provided, however, that we are not incorporating by reference any information
furnished under Items 2.02 or 7.01 of any Current Report on Form 8-K, unless otherwise indicated. Any statement contained in a document
incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus, or in any other document filed later which is also incorporated in this prospectus by
reference, modifies or supersedes the statement. Any statement so modified or superseded shall not be deemed to constitute a part of
this prospectus except as so modified or superseded. The information contained in this prospectus should be read together with the information
in the documents incorporated in this prospectus by reference.
You may obtain any of these incorporated documents
from us without charge, excluding any exhibits to these documents unless the exhibit is specifically incorporated by reference in such
document, by requesting them from us in writing or by telephone at the following address:
Rachael R. Lape
Executive Vice President, General Counsel and
Secretary
Atlantic Union Bankshares Corporation
4300 Cox Road
Glen Allen, Virginia 23060
(804) 633-5031
These incorporated documents may also be available
on our website at http://investors.atlanticunionbank.com. Except for incorporated documents, information contained on our website
is not a prospectus and does not constitute part of this prospectus.
NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus,
any accompanying prospectus supplement or related free writing prospectus and the information included or incorporated by reference in
this prospectus or in any accompanying prospectus supplement may constitute “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”). Statements that constitute forward-looking statements
within the meaning of the Reform Act are generally identified through the inclusion of words such as “aim,” “anticipate,”
“believe,” “continue,” “confidence,” “drive,” “estimate,” “expect,”
“expressed confidence,” “forecast,” “future,” “goals,” “guidance,” “intend,”
“may,” “opportunity,” “plan,” “position,” “potential,” “project,”
“ seek,” “should,” “strategy,” “target,” “view,” “will,” “would”
or similar statements or variations of such words and other similar expressions. All statements other than historical fact are “forward-looking
statements” within the meaning of the Reform Act, including statements that are related to or are dependent on estimates or assumptions
relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions that
are not historical facts.
These forward-looking
statements reflect our current views about future events and financial performance and involve certain risks, uncertainties, assumptions,
and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in
any forward-looking statement. Factors that may cause actual results to differ materially from those contemplated by such forward-looking
statements include, but are not limited to, those described in “Risk Factors” in Item 1A of our Annual Report on Form 10-K for
the fiscal year ended December 31, 2023 and any report subsequently filed with the SEC. All risks, uncertainties and assumptions
described herein and therein should be considered in evaluating forward-looking statements, and all of the forward-looking statements
are expressly qualified by the cautionary statements contained or referred to herein and therein. The actual results or developments
anticipated by such forward-looking statements may not be realized or, even if substantially realized, they may not have the expected
consequences to or effects on our businesses or operations. Readers are cautioned not to put undue reliance on any forward-looking statements.
Forward-looking statements speak only as of the date they are made and we undertake no obligation
to publicly update, revise or clarify any forward-looking statements included or incorporated by reference in this prospectus, any accompanying
prospectus supplement or related free writing prospectus, whether as a result of new information, future events or otherwise, except
to the extent required by law.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before making an investment decision, you should carefully consider the risks and uncertainties described under “Risk
Factors” in any applicable prospectus supplement and in our most recent Annual Report on Form 10-K, and in our updates to
those risk factors in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in this prospectus
or incorporated or deemed to be incorporated by reference into this prospectus and any applicable prospectus supplement, in light of
your particular investment objectives and financial circumstances. In addition to those risk factors, there may be additional risks and
uncertainties of which management is not aware or focused on or that management deems immaterial. Our business, financial condition or
results of operations could be materially adversely affected by any of these risks. The trading price of our securities could decline
due to any of these risks, and you may lose all or part of your investment.
ATLANTIC UNION BANKSHARES CORPORATION
Atlantic
Union Bankshares Corporation is a financial holding company and bank holding company organized under the laws of the Commonwealth of
Virginia and registered under the Bank Holding Company Act of 1956. Headquartered in Richmond, Virginia, we are committed to the delivery
of financial services through our bank subsidiary, Atlantic Union Bank and non-bank financial services affiliates. Atlantic Union Bank
has branches located throughout Virginia, and in portions of Maryland and North Carolina. 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. Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “AUB.”
Our
principal executive offices are located at 4300 Cox Road, Glen Allen, Virginia 23060, and our telephone number is (804) 633-5031. Our
website can be accessed at http://investors.atlanticunionbank.com. We are not incorporating the information on our website
into this prospectus, and the information on the website is not included in, nor is it a part of, this prospectus.
For more information about Atlantic Union, see
“Where You Can Find More Information” beginning on page 2.
USE OF PROCEEDS
Unless we state otherwise in an accompanying
prospectus supplement, we intend to use the net proceeds from the sale of the securities offered by us under this prospectus and any
related prospectus supplement for general corporate purposes. These purposes may include investing in, or extending credit to, our operating
subsidiaries; investments at the holding company level; reducing or refinancing existing debt; possible acquisitions; and other purposes
as described in any prospectus supplement.
Pending such use, we may temporarily invest the
net proceeds of any offering. The precise amounts and timing of the application of proceeds will depend upon our funding requirements
and the availability of other funds. Except as indicated in a prospectus supplement, allocations of the proceeds to specific purposes
will not have been made at the date of that prospectus supplement.
We continually evaluate possible business combination
opportunities. As a result, future business combinations involving cash, debt or equity securities may occur. Any future business combination
or series of business combinations that we might undertake may be material, in terms of assets acquired, liabilities assumed or otherwise,
to our financial condition.
We will not receive proceeds from sales of securities
by selling securityholders except as otherwise stated in an applicable prospectus supplement.
DESCRIPTION OF CAPITAL STOCK
The
authorized capital stock of Atlantic Union consists of (i) 200,000,000 shares of common stock, par value $1.33 per share; and (ii) 500,000
shares of preferred stock, par value $10.00 per share, which may be issued in series with such powers, designations and rights
as may be established from time to time by our Board of Directors. Our Board of Directors has designated 17,250 shares of preferred stock
as 6.875% Perpetual Non-Cumulative Preferred Stock, Series A, par value $10.00 per share (the “Series A Preferred Stock”),
with a liquidation preference of $10,000 per share of Series A Preferred Stock. As of July 30, 2024, there were 89,782,844
shares of our common stock issued and outstanding held by approximately 8,891 holders of record, which includes 693,500 shares of common
stock subject to unvested restricted stock awards, and 17,250 shares of our Series A Preferred Stock issued and outstanding. The
shares of Series A Preferred Stock are represented by 6,900,000 depositary shares, each representing a 1/400th ownership
interest in a share of Series A Preferred Stock (the “Depositary Shares”). Additional details concerning the Depositary
Shares are provided below under “Description of Depositary Shares.” As of July 30, 2024, there were no options outstanding
to purchase shares of our common stock and there were unvested performance share unit awards outstanding (assuming achievement of the
performance measures at the target level of performance) to issue approximately 262,040 shares of our common stock granted under our
equity compensation plans. See “Description of Common Stock” and “Description of Preferred Stock” for more information.
DESCRIPTION OF COMMON STOCK
The following summary description of the material
features of the common stock of Atlantic Union is qualified in its entirety by reference to the applicable provisions of Virginia law
and by Atlantic Union’s Articles of Incorporation, as amended and restated (the “Articles”), and Atlantic Union’s
Bylaws, as amended and restated (the “Bylaws”).
General
Each share of our common stock has the same relative
rights as, and is identical in all respects to, each other share of our common stock. Our common stock is traded on the NYSE under the
symbol “AUB.” All of the outstanding shares of common stock are, and any common stock issued and sold under this prospectus
will be, fully paid and nonassessable.
The
transfer agent for our common stock is Computershare, 150 Royall Street, Suite 101, Canton, Massachusetts 02021.
Dividends
Our shareholders are entitled to receive dividends
or distributions that our Board of Directors (also referred to as the “Board”) may declare out of funds legally available
for those payments. The payment of distributions by Atlantic Union is subject to the restrictions of Virginia law applicable to the declaration
of distributions by a corporation. A Virginia corporation generally may not authorize and make distributions if, after giving effect
to the distribution, it would be unable to meet its debts as they become due in the usual course of business or if the corporation’s
total assets would be less than the sum of its total liabilities plus the amount that would be needed, if it were dissolved at that time,
to satisfy the preferential rights of shareholders whose rights are superior to the rights of those receiving the distribution. In addition,
the payment of distributions to shareholders is subject to any prior rights of holders of outstanding preferred stock.
As a bank holding company, our ability to pay
dividends is affected by the ability of Atlantic Union Bank, our bank subsidiary, to pay dividends to us. The ability of our bank subsidiary,
as well as Atlantic Union, to pay dividends in the future is, and could be further, influenced by bank regulatory requirements and capital
guidelines.
Liquidation Rights
In the event of any liquidation, dissolution
or winding up of Atlantic Union, the holders of shares of our common stock will be entitled to receive, after payment of all debts and
liabilities of Atlantic Union and after satisfaction of all liquidation preferences applicable to any preferred stock, all remaining
assets of Atlantic Union available for distribution in cash or in kind.
Voting Rights
The holders of our common stock are entitled
to one vote per share, and in general, a majority of votes cast with respect to a matter is sufficient to authorize action upon routine
matters. Directors are elected by a majority of the votes cast in uncontested director elections. Atlantic Union maintains a “plurality
vote” standard in contested director elections (i.e., where the number of nominees exceeds the number of directors to be elected).
The holders of our common stock are not entitled to cumulative voting rights in the election of directors.
Directors
Our
Board is elected annually with directors serving an annual one-year term. The number of directors comprising the Board is fixed from
time to time by the Board. Currently, our Board consists of 14 directors. Under the Articles, directors may be removed only for cause
upon the affirmative vote of at least two-thirds of the outstanding shares entitled to vote. Vacancies occurring in the Board by reason
of an increase in the number of directors may be filled by the Board, and any directors so chosen shall hold office until the next election
of directors by the shareholders. Any other vacancy in the Board, whether by reason of death, resignation, removal or otherwise, may
be filled by the remaining directors and any directors so chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors are elected and qualified.
No Preemptive Rights; Redemption and Assessment
Holders of shares of our common stock will not
be entitled to preemptive rights with respect to any shares that may be issued. Our common stock is not subject to redemption or any
sinking fund and the outstanding shares are fully paid and nonassessable.
Securities Are Not Insured by the FDIC
Investments in our common stock or any of our
equity or debt securities will not qualify as deposits or savings accounts and will not be insured or guaranteed by the FDIC or any other
governmental agency and are subject to investment risk, including the possible loss of principal.
Certain Anti-Takeover Provisions of Our Articles and Bylaws and
Virginia Law
General.
Our Articles and Bylaws and the Virginia Stock Corporation Act (the “Virginia SCA”) contain certain provisions
designed to enhance the ability of our Board of Directors to deal with attempts to acquire control of the Company. These provisions,
and the ability to set the voting rights, preferences and other terms of any series of preferred stock that may be issued, may be deemed
to have an anti-takeover effect and may discourage takeovers (which certain shareholders may deem to be in their best interest). To the
extent that such takeover attempts are discouraged, temporary fluctuations in the market price of our common stock resulting from actual
or rumored takeover attempts may be inhibited. These provisions also could discourage or make more difficult a merger, tender offer or
proxy contest, even though such transaction may be favorable to the interests of shareholders, and could potentially adversely affect
the market price of our common stock.
The following briefly summarizes protective provisions
that are contained in our Articles and Bylaws and provided by the Virginia SCA. This summary is necessarily general and is not intended
to be a complete description of all the features and consequences of those provisions, and is qualified in its entirety by reference
to our Articles and Bylaws and the statutory provisions contained in the Virginia SCA.
Supermajority
Provision. The Virginia SCA provides that, unless a corporation’s articles of incorporation provide for a greater or
lesser vote, certain significant corporate actions must be approved by the affirmative vote of more than two-thirds of the votes entitled
to be cast on the matter. Certain corporate actions requiring a more than two-thirds vote include:
| · | adoption
of plans of merger or share exchange; |
| · | sales
of all or substantially all of a corporation’s assets other than in the ordinary course
of business; and |
| · | adoption
of plans of dissolution. |
The
Virginia SCA provides that a corporation’s articles may either increase the vote required to approve those actions or may
decrease the vote required to not less than a majority of all the votes cast by each voting group entitled to vote at a meeting at which
a quorum of the voting group exists.
Our Articles state that the actions set out above
must be approved by a majority of all votes entitled to be cast on the transaction by each voting group entitled to vote at a meeting
at which a quorum of the voting group is present, provided that the transaction has been approved and recommended by at least two-thirds
of the directors in office at the time of such approval and recommendation. If the transaction is not so approved and recommended, then
the transaction must be approved by the vote of 80% or more of all votes entitled to be cast on such transactions by each voting group
entitled to vote on the transaction.
The provisions of our Articles and the Virginia
SCA could tend to make the acquisition of Atlantic Union more difficult to accomplish without the cooperation or favorable recommendation
of our Board of Directors.
State
Anti-Takeover Statutes. Virginia has two anti-takeover statutes in force, the Affiliated Transactions Statute and the Control
Share Acquisitions Statute.
The Affiliated Transaction Statute of the Virginia
SCA contains provisions governing “affiliated transactions.” These include various transactions such as mergers, share exchanges,
sales, leases, or other dispositions of material assets, issuances of securities, dissolutions, and similar transactions with an “interested
shareholder.” An interested shareholder is generally the beneficial owner of more than 10% of any class of a corporation’s
outstanding voting shares. During the three years following the date a shareholder becomes an interested shareholder, any affiliated
transaction with the interested shareholder must be approved by both a majority (but not less than two) of the “disinterested directors”
(those directors who were directors before the interested shareholder became an interested shareholder or who were recommended for election
by a majority of the disinterested directors) and by the affirmative vote of the holders of two-thirds of the corporation’s voting
shares other than shares beneficially owned by the interested shareholder. These requirements do not apply to affiliated transactions
if, among other things, a majority of the disinterested directors approve the interested shareholder’s acquisition of voting shares
making such a person an interested shareholder before such acquisition. Beginning three years after the shareholder becomes an interested
shareholder, the corporation may engage in an affiliated transaction with the interested shareholder if:
| · | the
transaction is approved by the holders of two-thirds of the corporation’s voting shares,
other than shares beneficially owned by the interested shareholder; |
| · | the
affiliated transaction has been approved by a majority of the disinterested directors; or |
| · | subject
to certain additional requirements, in the affiliated transaction the holders of each class
or series of voting shares will receive consideration meeting specified fair price and other
requirements designed to ensure that all shareholders receive fair and equivalent consideration,
regardless of when they tendered their shares. |
Under the Virginia SCA’s Control Share
Acquisitions Statute, voting rights of shares of stock of a Virginia corporation acquired by an acquiring person or other entity at ownership
levels of 20%, 33 1/3%, and 50% of the outstanding shares may, under certain circumstances, be denied. The voting rights may be denied:
| · | unless
conferred by a special shareholder vote of a majority of the outstanding shares entitled
to vote for directors, other than shares held by the acquiring person and officers and directors
of the corporation; or |
| · | among
other exceptions, such acquisition of shares is made pursuant to a merger agreement with
the corporation or the corporation’s articles of incorporation or bylaws permit the
acquisition of such shares before the acquiring person’s acquisition thereof. |
If authorized in the corporation’s articles
of incorporation or bylaws, the statute also permits the corporation to redeem the acquired shares at the average per share price paid
for such shares if the voting rights are not approved or if the acquiring person does not file a “control share acquisition statement”
with the corporation within 60 days of the last acquisition of such shares. If voting rights are approved for control shares comprising
more than 50% of the corporation’s outstanding stock, objecting shareholders may have the right to have their shares repurchased
by the corporation for “fair value.”
Corporations
may provide in their articles of incorporation or bylaws to opt-out of the Affiliated Transactions Statute or the Control Share Acquisitions
Statute. Atlantic Union has not opted-out of the Affiliated Transactions Statute or the Control Share Acquisitions Statute, and Atlantic
Union’s Bylaws provide that it may, but is not required to, redeem shares of its common stock which have been the subject of a
“control share acquisition” as defined in the Control Share Acquisitions Statute.
Authorized
Preferred Stock. Our Articles authorize the issuance of preferred stock and our Board of Directors may, subject to application
of Virginia law and federal banking regulations, authorize the issuance of preferred stock at such times, for such purposes and for such
consideration as our Board may deem advisable without further shareholder approval. The issuance of preferred stock under certain circumstances
may have the effect of discouraging an attempt by a third party to acquire control of Atlantic Union by, for example, authorizing the
issuance of a series of preferred stock with rights and preferences designed to impede the proposed transaction.
Liability
and Indemnification of Officers and Directors. The Virginia SCA provides that in any proceeding brought by or in the right
of a corporation or brought by or on behalf of shareholders of the corporation, the damages assessed against an officer or director arising
out of a single transaction, occurrence or course of conduct may not exceed the lesser of (a) the monetary amount, including the
elimination of liability, specified in the articles of incorporation or, if approved by the shareholders, in the bylaws as a limitation
on or elimination of the liability of the officer or director, or (b) the greater of (i) $100,000 or (ii) the amount of
cash compensation received by the officer or director from the corporation during the twelve months immediately preceding the act or
omission for which liability was imposed. The liability of an officer or director is not limited under the Virginia SCA or a corporation’s
articles of incorporation and bylaws if the officer or director engaged in willful misconduct or a knowing violation of the criminal
law or of any federal or state securities law.
Our Articles provide that, to the full extent
that the Virginia SCA permits the limitation or elimination of liability of directors or officers, a director or officer of Atlantic
Union is not liable to Atlantic Union or its shareholders for monetary damages.
A Virginia corporation generally is authorized
to indemnify its directors and officers in civil and criminal actions if they acted in good faith and believed their conduct to be in
the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe that the conduct was unlawful.
The Virginia SCA requires such indemnification when a director or, unless limited by a corporation’s articles of incorporation,
officer entirely prevails in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer
of the corporation, and further provides that a corporation may make any other or further indemnity (including indemnity to a proceeding
by or in the right of the corporation), and may make additional provision for advances and reimbursement of expenses, if authorized by
its articles of incorporation or shareholder-adopted bylaw or resolution, except an indemnity against willful misconduct or a knowing
violation of the criminal law. The Virginia SCA establishes a statutory limit on liability of officers and directors of a corporation
for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders
of the corporation and authorizes a corporation to specify a lower monetary limit on liability (including the elimination of liability
for monetary damages) in the corporation’s articles of incorporation or bylaws; however, the liability of an officer or director
will not be limited if such officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal
or state securities law.
Our
Articles provide that, to the full extent permitted by the Virginia SCA, we are required to indemnify (i) any person who
was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of the company or brought by or on
behalf of shareholders of the company, by reason of the fact that he or she is or was a director or officer of the company, or (ii) any
director or officer who is or was serving at the request of the company as a director, trustee, partner or officer of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him or her in connection
with such proceeding unless he or she engaged in willful misconduct or a knowing violation of criminal law.
Dissenters’
and Appraisal Rights. The Virginia SCA provides that appraisal or dissenters’ rights are not available to holders
of shares of any class or series of shares of a Virginia corporation in a merger when the stock is either listed on a national securities
exchange, such as the NYSE, or is held by at least 2,000 shareholders of record and has a public float of at least $20 million. Despite
this exception, appraisal or dissenters’ rights will be available to holders of common stock of a Virginia corporation in a merger
if:
| · | the
articles of incorporation provide for appraisal or dissenters’ rights regardless of
an available exception (our Articles do not authorize such special appraisal or dissenters’
rights); |
| · | in
the case of a merger or share exchange, shareholders are required by the terms of the merger
to accept anything for their shares other than cash, shares of the surviving or acquiring
corporation, or shares of another corporation that are either listed on a national securities
exchange or held by more than 2,000 shareholders of record having a public float of at least
$20 million, or a combination of cash or such shares; or |
| · | the
merger is an “affiliated transaction,” as described under “– State
Anti-Takeover Statutes” above, and it has not been approved by a majority of the disinterested
directors. |
Our common stock is listed on the NYSE. Therefore,
unless one of the exceptions outlined above applies to a given transaction, holders of our common stock are not entitled to appraisal
or dissenters’ rights.
Amendments
to our Articles of Incorporation and Bylaws. The Virginia SCA generally requires that in order for an amendment to the articles
of incorporation to be adopted it must be approved by each voting group entitled to vote on the proposed amendment by more than two-thirds
of all the votes entitled to be cast by that voting group, unless the Virginia SCA otherwise requires a greater vote, or the articles
of incorporation provide for a greater or lesser vote, or a vote by separate voting groups. However, under the Virginia SCA, no amendment
to the articles of incorporation may be approved by a vote that is less than a majority of all the votes cast on the amendment by each
voting group entitled to vote at a meeting at which a quorum of the voting group exists.
Under the Virginia SCA, unless another process
is set forth in the articles of incorporation or bylaws, a majority of the directors (except to the extent authority to amend the bylaws
is reserved by the Virginia SCA), or, if a quorum exists at a meeting of shareholders, a majority of the shareholders present and entitled
to vote may adopt, amend or repeal the bylaws.
Our Articles state that an amendment to the articles
of incorporation must be approved by a majority of all the votes entitled to be cast on the amendment by each voting group entitled to
vote at a meeting at which a quorum of the voting group is present, provided that the amendment has been approved and recommended by
at least two-thirds of the directors in office at the time of such approval and recommendation. If the amendment is not so approved and
recommended by two-thirds of the directors in office, then the amendment must be approved by the affirmative vote of 80% or more of all
of the votes entitled to be cast on such amendment by each voting group entitled to vote.
Our Bylaws may be amended, altered, or repealed
by our Board of Directors at any time. Our shareholders have the power to rescind, alter, amend, or repeal any bylaws and to enact bylaws
which, if so expressed by the shareholders, may not be rescinded, altered, amended, or repealed by our Board of Directors.
Increasing
the Number of Directors. Under Virginia law, a board of directors may amend or repeal bylaws unless its company’s articles
of incorporation or other provisions of Virginia law reserve such power exclusively in the shareholders or the shareholders, in adopting
or amending particular bylaws, expressly prohibit the board of directors from amending or repealing that bylaw. Our Articles do not reserve
the power to amend the Bylaws to increase or decrease the number of directors exclusively to the shareholders and no bylaw, and no amendment
thereto, expressly prohibits our Board of Directors from amending the Bylaws to increase or decrease the number of directors. Any newly
created directorships resulting from an increase in the number of authorized directors shall be filled by the affirmative vote of a majority
of the directors then in office. As a result, if faced with an attempt to take control of our Board of Directors, our Board may increase
the size of the Board and install directors opposed to the hostile takeover attempt.
Inability
of Shareholders to Call Special Meetings. Pursuant to our Bylaws, special meetings of shareholders may be called only by the
Chair or Vice Chair of the Board, the Chief Executive Officer, the President, our Board or our Board’s Executive Committee. As
a result, shareholders are not able to act on matters other than at annual shareholders meetings unless they are able to persuade the
Chief Executive Officer, President, the Chair or the Vice Chair of the Board to call a special meeting.
Advance
Notification Requirements. Our Bylaws require a shareholder who desires to nominate a candidate for election to our Board
or to raise new business at an annual shareholders meeting to provide us advance notice not later than the close of business on the ninetieth
day, nor earlier than the close of business on the one-hundred twentieth day, prior to the first anniversary of the commencement of the
preceding year’s annual meeting of shareholders, provided, however, that in the event that the date of the annual meeting is more
than thirty days before or more than seventy days after such anniversary date, notice by such shareholder must be so delivered not earlier
than the close of business on the one-hundred twentieth day prior to such annual meeting and not later than the close of business on
the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date
of such meeting is first made by Atlantic Union. In no event shall the public announcement of an adjournment or postponement of an annual
meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described
above. Our Bylaws further condition the presentation of shareholder nominations for director or proposals for business on compliance
with a number of conditions. In addition, a shareholder must also comply with applicable rules of the SEC in order for his or her
shareholder proposal to be included in our proxy statement relating to the annual meeting.
DESCRIPTION OF PREFERRED STOCK
Our Board of Directors, without shareholder approval,
is authorized under our Articles to issue, in one or more series, shares of preferred stock at such times, for such purposes and for
such consideration as it may deem advisable. Our Board of Directors is also authorized to fix the designation, voting, conversion, preference
and other relative rights, qualifications and limitations of any series of preferred stock.
As of the date of this prospectus, 500,000 shares
of our preferred stock, par value $10.00, are authorized. We have 17,250 shares of Series A Preferred Stock outstanding.
The following summary description of the material
features of the preferred stock of Atlantic Union that we may offer from time to time is qualified in its entirety by reference to the
applicable provisions of Virginia law, our current Articles and the articles of amendment to our Articles relating to the particular
series of preferred stock, a copy of which we will file with the SEC in connection with the sale of any series of preferred stock.
General
Our Board of Directors may authorize the issuance
of one or more series of preferred stock and may establish and designate series and the number of shares and the relative rights, preferences
and limitations of the respective series of the preferred stock offered by this prospectus and the applicable prospectus supplement.
The shares of preferred stock, when issued and sold, will be fully paid and nonassessable.
The number of shares and all of the relative
rights, preferences and limitations of the respective future series of preferred stock authorized by our Board of Directors will be described
in the applicable prospectus supplement. The terms of a particular series of preferred stock may differ, among other things, in:
| · | number
of shares that constitute the series; |
| · | dividends
(which may be cumulative or noncumulative), the dividend rate, or the method of calculating
the dividend rate; |
| · | dividend
periods, or the method of calculating the dividend periods; |
| · | redemption
provisions, including whether, on what terms and at what prices the shares will be subject
to redemption at our option and whether a sinking fund will be established; |
| · | any
listing of the preferred stock on any securities exchange or market; |
| · | preferences
and rights upon liquidation or winding up; |
| · | whether
and on what terms the shares will be convertible into or exchangeable for shares of any other
class, series or security of ours or any other corporation or any other property (including
whether the conversion or exchange is mandatory, at the option of the holder or our option,
the period during which conversion or exchange may occur, the initial conversion or exchange
price or rate and the circumstances or manner in which the amount of common or preferred
stock or other securities issuable upon conversion or exchange may be adjusted); |
| · | for
preferred stock convertible into our common stock, the number of shares of common stock to
be reserved in connection with, and issued upon conversion of, the preferred stock (including
whether the conversion or exchange is mandatory, the initial conversion or exchange price
or rate and the circumstances or manner in which the amount of common stock issuable upon
conversion or exchange may be adjusted) at the option of the holder or our option and the
period during which conversion or exchange may occur; and |
| · | the
other rights and privileges and any qualifications, limitations or restrictions of those
rights or privileges. |
Each series of preferred stock will rank, with
respect to the payment of dividends and the distribution of assets upon liquidation, dissolution or winding up:
| · | junior
to any series of our capital stock expressly stated to be senior to that series of preferred
stock; and |
| · | senior
to our common stock and any class of our capital stock expressly stated to be junior to that
series of preferred stock. |
Dividends
Dividends will be payable as they are declared
by our Board of Directors at such time or times as it elects, and no holder of preferred stock will have any right to receive
any dividend unless and until that dividend has been declared by our Board of Directors. The stated annual dividend may be declared and
paid in increments during each calendar year. In connection with each dividend payment, our Board of Directors may set a record date
in advance of the payment date for the purpose of determining the holders of shares preferred stock who are entitled to receive that
dividend.
If described in the applicable prospectus supplement,
we may pay cumulative cash dividends to the holders of preferred stock, when and as declared by our Board of Directors or a committee
thereof, out of funds legally available for payment. The prospectus supplement will detail, as applicable, the annual rate of dividends
or the method or formula for determining or calculating them, and the payment dates and payment periods for dividends. In the event that
dividends are declared on the preferred stock, our Board of Directors or the committee will fix a record date for any such payment of
dividends, which will be paid on the preferred stock to the holders of record on that record date.
We will not declare, pay or set aside for payment
any dividends on any preferred stock ranking on a parity as to payment of dividends with the preferred stock unless we declare, pay or
set aside for payment dividends on all the outstanding shares of preferred stock for all dividend payment periods ending on or before
the dividend payment date for that parity stock.
Unless we have paid in full all unpaid cumulative
dividends, if any, on the outstanding shares of preferred stock, we may not take any of the following actions with respect to our common
stock or any other preferred stock of Atlantic Union ranking junior or on parity with the preferred stock as to dividend payments (unless
otherwise described in the prospectus supplement):
| · | declare,
pay or set aside for payment any dividends, other than dividends payable in our common stock; |
| · | make
other distributions; |
| · | redeem,
purchase or otherwise acquire our common stock or junior preferred stock for any consideration;
or |
| · | make
any payment to or available for a sinking fund for the redemption of our common stock or
junior preferred stock. |
Conversion and Exchange
The prospectus supplement will indicate whether
and on what terms the shares of any future series of preferred stock will be convertible into or exchangeable for shares of any other
class, series or security of Atlantic Union or any other corporation or any other property (including whether the conversion or exchange
is mandatory, at the option of the holder or our option, the period during which conversion or exchange may occur, the initial conversion
or exchange price or rate and the circumstances or manner in which the amount of common or preferred stock or other securities issuable
upon conversion or exchange may be adjusted). It will also indicate for preferred stock convertible into common stock, the number of
shares of common stock to be reserved in connection with, and issued upon conversion of, the preferred stock (including whether the conversion
or exchange is mandatory, the initial conversion or exchange price or rate and the circumstances or manner in which the amount of common
stock issuable upon conversion or exchange may be adjusted) at the option of the holder or our option and the period during which conversion
or exchange may occur.
Redemption
The prospectus supplement will indicate whether,
and on what terms, the shares of any future series of preferred stock will be subject to redemption, mandatory or otherwise, or a sinking
fund provision. The prospectus supplement will also indicate whether, and on what terms, including the redemption price and date on or
after which redemption may occur, we may redeem shares of a series of the preferred stock.
Liquidation Rights
In the event of any liquidation, dissolution
or winding up of Atlantic Union, the holders of shares of preferred stock outstanding will be entitled to receive, out of the assets
of Atlantic Union available for distribution to shareholders, liquidating distributions in an amount equal to the stated value per share
of preferred stock, as described in the Articles (as amended to establish the preferred stock) and/or the applicable prospectus supplement,
plus accrued and accumulated but unpaid dividends, if any, to the date of final distribution, before any distribution is made to holders
of:
| · | any
class or series of capital stock ranking junior to the preferred stock as to rights upon
liquidation, dissolution or winding up; or |
However, holders of the shares of preferred stock
will not be entitled to receive the liquidation price of their shares until we have paid or set aside an amount sufficient to pay in
full the liquidation preference of any class or series of our capital stock ranking senior as to rights upon liquidation, dissolution
or winding up. Unless otherwise provided in the applicable prospectus supplement, neither a consolidation or merger of Atlantic Union
with or into another corporation nor a merger of another corporation with or into Atlantic Union nor a sale or transfer of all or part
of Atlantic Union’s assets for cash or securities will be considered a liquidation, dissolution or winding up of Atlantic Union.
If, upon any liquidation, dissolution or winding
up of Atlantic Union, assets of Atlantic Union then distributable are insufficient to pay in full the amounts payable with respect to
the preferred stock and any other preferred stock ranking on parity with the preferred stock as to rights upon liquidation, dissolution
or winding up, the holders of shares of the preferred stock and of shares of that other preferred stock will participate ratably in any
distribution in proportion to the full respective preferential amounts to which they are entitled. After we have paid the full amount
of the liquidating distribution to which they are entitled, the holders of the preferred stock will not be entitled to any further participation
in any distribution of assets by Atlantic Union.
Voting Rights
Unless otherwise determined by our Board of Directors
and indicated in the prospectus supplement, holders of the preferred stock will not have any voting rights except as from time to time
required by law.
DESCRIPTION OF DEPOSITARY SHARES
We may issue depositary shares representing fractional
interests in shares of our preferred stock of any series. The following description sets forth certain general terms and provisions of
the depositary shares to which any prospectus supplement may relate. The particular terms of the depositary shares to which any prospectus
supplement may relate and the extent, if any, to which the general terms and provisions may apply to the depositary shares so offered
will be described in the applicable prospectus supplement. To the extent that any particular terms of the depositary shares, deposit
agreements and depositary receipts described in a prospectus supplement differ from any of the terms described below, the terms described
below will be deemed to have been superseded by that prospectus supplement.
In connection with the issuance of any depositary
shares, we will enter into a deposit agreement with a bank or trust company, as depositary, which will be named in the applicable prospectus
supplement. You should read the applicable deposit agreement and depositary receipts for additional information before you decide whether
to purchase any of Atlantic Union’s depositary shares
General
We may elect to offer fractional shares of preferred
stock rather than full shares of preferred stock. If so, we will issue “depositary receipts” for these “depositary
shares.” Each depositary share will represent a fraction of a share of a particular series of preferred stock. Each holder of a
depositary share will be entitled, in proportion to the fraction of preferred stock represented by that depositary share, to the rights
and preferences of the preferred stock, including dividend, voting, redemption, conversion and liquidation rights, if any. We will enter
into a deposit agreement with a depositary, which will be named in the applicable prospectus supplement.
In
order to issue depositary shares, we will issue preferred stock and will immediately deposit these shares of preferred stock with the
relevant depositary. We will then cause the depositary to issue, on our behalf, the related depositary receipts to the persons who purchase
depositary shares. The applicable prospectus supplement will describe the terms of the depositary shares offered thereby. Each
whole depositary share issued by the depositary may represent a fraction of a share held by the depositary. The depositary will issue
depositary receipts in a form that reflects whole depositary shares, and each depositary receipt may evidence any number of whole depositary
shares.
Pending
the preparation of definitive engraved depositary receipts, a depositary may, upon our written order, issue temporary depositary receipts,
which will temporarily entitle the holders to all the rights pertaining to the definitive depositary receipts. We will bear the costs
and expenses of promptly preparing definitive depositary receipts and of exchanging the temporary depositary receipts for definitive
depositary receipts.
Dividends and Other Distributions
The depositary will distribute all cash and non-cash
dividends and distributions it receives with respect to the underlying preferred stock to the record holders of depositary shares in
proportion to the number of depositary shares they hold. In the case of non-cash distributions, the depositary may determine that it
is not feasible to make the distribution. If so, the depositary may, with our approval, sell the property and distribute the net proceeds
from the sale to the holders. The amounts distributed by the depositary will be reduced by any amount required to be withheld by us or
the depositary on account of taxes.
Redemption of Depositary Shares
If we redeem the series of preferred stock that
underlies the depositary shares, the depositary will redeem the depositary shares from the proceeds it receives from the redemption of
the preferred stock it holds. The depositary will redeem the number of depositary shares that represent the amount of underlying preferred
stock that we have redeemed. The redemption price for depositary shares will be in proportion to the redemption price per share that
we paid for the underlying preferred stock. If we redeem less than all of the depositary shares, the depositary will select which depositary
shares to redeem by lot, or some substantially equivalent method.
After a redemption date is fixed, the depositary
shares to be redeemed no longer will be considered outstanding. The rights of the holders of the depositary shares will cease, except
for the rights to receive money or other property upon redemption. In order to redeem their depositary shares, holders will surrender
their depositary receipts to the depositary.
Voting the Preferred Stock
We will notify the depositary about any meeting
at which the holders of preferred stock are entitled to vote, and the depositary will mail the information to the record holders of depositary
shares related to that preferred stock. Each record holder of depositary shares on the record date will be entitled to instruct the depositary
on how to vote the shares of preferred stock represented by that holder’s depositary shares. The depositary will vote the preferred
stock represented by the depositary shares in accordance with these instructions, provided the depositary receives these instructions
sufficiently in advance of the meeting. If the depositary does not receive instructions from the holders of the depositary shares, the
depositary will abstain from voting the preferred stock that underlies those depositary shares.
Withdrawal of Preferred Stock
When
a holder surrenders depositary receipts at the corporate trust office of the depositary, and pays any necessary taxes, charges or other
fees, the holder will be entitled to receive the number of whole shares of the related series of preferred stock, and any money or other
property, if any, represented by the holder’s depositary shares. Once a holder exchanges depositary shares for whole shares of
preferred stock, that holder cannot “re-deposit” these shares of preferred stock with the depositary, or exchange them for
depositary shares. If a holder delivers depositary receipts that represent a number of depositary shares that exceeds the number of whole
shares of related preferred stock the holder seeks to withdraw, the depositary will issue a new depositary receipt to the holder that
evidences the excess number of depositary shares.
Amendment and Termination of the Deposit Agreement
We and the depositary can agree, at any time,
to amend the form of depositary receipt and any provisions of the deposit agreement. However, if an amendment has a material adverse
effect on the rights of the holders of related depositary shares, the holders of receipts representing in the aggregate at least a two-third
majority of the depositary shares then outstanding must first approve the amendment. Every holder of a depositary receipt at the time
an amendment becomes effective will be bound by the amended deposit agreement. However, subject to any conditions in the deposit agreement
or applicable law or the rules and regulations of any governmental body, agency or commission, or applicable securities exchange,
no amendment can impair the right of any holder of a depositary share to receive shares of the related preferred stock, or any money
or other property represented by the depositary shares, when they surrender their depositary receipts.
Charges of Depositary
We
will pay all transfer and other taxes and the government charges that relate solely to the depositary arrangements. We will also pay
the charges of each depositary, including charges in connection with the initial deposit of the related series of preferred stock, the
initial issuance of the depositary shares, and all withdrawals of shares of the related series of preferred stock. However, holders of
depositary receipts will pay the fees and expenses of the depositary for any duties requested by such holders to be performed which are
outside of those expressly provided for in the deposit agreement.
Resignation and Removal of Depositary
The
depositary may resign at any time by delivering written notice of its decision to us. We may remove the depositary at any time. Any resignation
or removal will take effect when we appoint a successor depositary. We must appoint the successor depositary within a specified time
after delivery of the notice of resignation or removal. The successor depositary shall be a bank or trust company that has its principal
office in the United States and has a combined capital and surplus of at least $50,000,000.
DESCRIPTION OF DEBT SECURITIES
The following description of the debt securities
sets forth certain general terms that may apply to the debt securities that we may offer under this prospectus. The debt securities may
be issued as senior debt securities or subordinated debt securities. Unless otherwise specified in the applicable prospectus supplement,
we may issue senior debt securities under a senior indenture (the “senior indenture”), which we will enter into with a trustee
to be named in the senior indenture. Prior to issuing any debt securities under such senior indenture, we will select the trustee for
the senior indenture (the “senior indenture trustee”) relating to the issuance of senior debt securities, qualify the senior
indenture trustee under the Trust Indenture Act and execute such senior indenture. We also may issue subordinated debt securities in
one or more series under the Subordinated Indenture, dated December 5, 2016 (the “subordinated indenture”), between
us and U.S. Bank National Association, and the related supplemental indenture for such subordinated debt securities. Each of the senior
indenture trustee and U.S. Bank National association is referred to as the “indenture trustee,” unless otherwise specified.
The senior indenture and subordinated indenture
are sometimes collectively referred to as the “indentures” and individually referred to as an “indenture,” and
the senior debt securities and the subordinated debt securities are sometimes referred to as the “debt securities.” The indentures
are subject to and governed by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). The form of senior
indenture and the subordinated indenture are incorporated by reference in the registration statement of which this prospectus is a part.
The following summary of the terms of the indentures
is subject to, and qualified in its entirety by reference to, the indentures, which contain the full legal text of the matters described
in this section, and the description of the specific terms of the debt securities in the applicable prospectus supplement. The following
summary is not complete. You should read all of the provisions of the indentures, including the definitions of certain terms.
Since we are a holding company, our right, and
accordingly, the right of our creditors and shareholders, including the holders of the securities offered by this prospectus and any
prospectus supplement, to participate in any distribution of assets of any of our subsidiaries upon its liquidation, reorganization or
similar proceeding is subject to the prior claims of creditors of that subsidiary, except to the extent that our claims as a creditor
of the subsidiary may be recognized.
The senior debt securities and, in the case of
debt securities in bearer form, any coupons to these securities, will constitute part of our senior debt and, except as otherwise provided
in the applicable prospectus supplement, will rank on a parity with all of our other unsecured and unsubordinated debt. The subordinated
debt securities and any coupons will constitute part of our subordinated debt and will be subordinate and junior in right of payment
to all of our “senior indebtedness” (as defined herein). If this prospectus is being delivered in connection with a series
of subordinated debt securities, the accompanying prospectus supplement or the information we incorporate in this prospectus by reference
will indicate the approximate amount of senior indebtedness outstanding as of the end of the most recent fiscal quarter.
Payments
We may issue debt securities from time to time
in one or more series. The provisions of each indenture may allow us to “reopen” a previous issue of a series of debt securities
and issue additional debt securities of that issue. The debt securities may be denominated and payable in U.S. dollars.
Debt securities may bear interest at a fixed
rate or a floating rate, which, in either case, may be zero, or at a rate that varies during the lifetime of the debt security. Debt
securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below market rates. The applicable prospectus supplement will describe the United States federal income tax
consequences and special considerations applicable to any such debt securities.
Terms Specified in Prospectus Supplement
The debt securities will not be secured by any
of our assets. All of the debt securities issued under each of the indentures will rank equally and ratably with any additional debt
securities issued under the same indenture. The subordinated debt securities will be subordinated as described below under the heading
“— Subordination Provisions.”
The indentures give us broad authority to set
the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the applicable
indenture. We will describe the specific terms of a series of debt securities and the extent, if any, to which the specific terms of
the debt securities modify the terms of the applicable indenture in the prospectus supplement relating to the debt securities.
Neither the indentures nor the debt securities
limit or otherwise restrict the amounts of other indebtedness that we may incur, or the amount of other securities that we may issue.
The indentures do not limit the principal amount of any particular series of debt securities. Each prospectus supplement will specify
the particular terms of the debt securities being offered, including without limitation the following, as may be applicable:
| · | classification
as senior or subordinated debt securities and the specific designation; |
| · | aggregate
principal amount, purchase price and denomination; |
| · | currency
in which the debt securities are denominated and/or in which principal, and premium, if any,
and/or interest, if any, is payable; |
| · | the
interest rate or rates or the method by which the interest rate or rates will be determined,
if any; |
| · | the
interest payment dates, if any; |
| · | the
place or places for payment of the principal of and any premium and/or interest on the debt
securities; |
| · | any
repayment, redemption, prepayment or sinking fund provisions, including any redemption notice
provisions; |
| · | whether
we will issue the debt securities in registered form or bearer form or both and, if we are
offering debt in bearer form, any restrictions applicable to the exchange of one form for
another and to the offer, sale and delivery of those debt securities in bearer form; |
| · | whether
we will issue the debt securities in definitive form and under what terms and conditions; |
| · | the
denominations the debt securities will be issued; |
| · | the
terms on which holders of the debt securities may convert or exchange these securities into
or for common or preferred stock or other securities of ours offered hereby, into or for
common or preferred stock or other securities of an entity affiliated with us or debt or
equity or other securities of an entity not affiliated with us, or for the cash value of
our stock or any of the above securities, the terms on which conversion or exchange may occur,
including whether conversion or exchange is mandatory, at the option of the holder or at
our option, the period during which conversion or exchange may occur, the initial conversion
or exchange price or rate and the circumstances or manner in which the amount of common or
preferred stock or other securities issuable upon conversion or exchange may be adjusted; |
| · | information
as to the methods for determining the amount of principal or interest payable on any date
and/or the currencies, securities or baskets of securities, commodities or indices to which
the amount payable on that date is linked; |
| · | any
agents for the debt securities, including trustees, depositories, authenticating or paying
agents, transfer agents or registrars; |
| · | the
depository for global certificated securities, if any; and |
| · | any
other specific terms of the debt securities, including any additional events of default or
covenants, and any terms required by or advisable under applicable laws or regulations. |
Unless otherwise specified in the applicable
prospectus supplement, the debt securities will not be listed on any securities exchange.
Registration and Transfer of Debt Securities
Holders may present debt securities for exchange,
and holders of registered debt securities may present these securities for transfer, in the manner, at the places and subject to the
restrictions stated in the indentures and the debt securities and described in the applicable prospectus supplement. We will provide
these services without charge except for any tax or other governmental charge payable in connection with these services and subject to
any limitations provided in the applicable indenture.
If any of the securities are to be held in global
form, the procedures for transfer of interests in those securities will depend upon the procedures of the depositary for those global
securities. See “Description of Global Securities.”
Subordination Provisions
The prospectus supplement relating to any offering
of subordinated debt securities will describe the specific subordination provisions. However, unless otherwise noted in the prospectus
supplement, subordinated debt securities will be subordinate and junior in right of payment to all of our senior indebtedness, to the
extent and in the manner set forth in the subordinated indenture. Pursuant to the subordinated indenture, “senior indebtedness”
with respect to any series of subordinated debt securities:
| · | has
the meaning ascribed to such term in the board resolutions or supplemental indenture establishing
such series in accordance with the subordinated debt indenture; |
| · | and
includes all of our: |
| o | indebtedness
for borrowed or purchased money, whether or not evidenced by bonds, debentures, securities,
notes or other written instruments; |
| o | deferred
obligations for the payment of the purchase price of property or assets acquired other than
in the ordinary course of business; |
| o | obligations,
contingent or otherwise, under letters of credit, bankers acceptances, security purchase
facilities and similar transactions; |
| o | capital
lease obligations; |
| o | obligations
with respect to interest rate swap, cap or other agreements, interest rate future or option
contracts, currency swap agreements, currency future or option contacts, commodity contracts
and other similar agreements; |
| o | guarantees,
endorsements (other than by endorsement of negotiable instruments for collection in the ordinary
course of business), and other similar contingent obligations in respect of obligations of
others of a type described in the preceding bullets, whether or not classified as a liability
on a balance sheet prepared in accordance with accounting principles generally accepted in
the United States; and |
| o | any
obligations of the Company to its general creditors, as defined and required by the Federal
Reserve under its final Basel III capital rules in 78 F.R. 62018 (Oct. 11, 2013)
for subordinated debt to qualify as Tier 2 capital; in each case, whether outstanding on
the date this Subordinated Indenture becomes effective, or created, assumed or incurred after
that date. |
Senior indebtedness excludes any indebtedness that: (a) expressly
states that it is junior to, or ranks equally in right of payment with, the subordinated debt securities or the subordinated debt securities
of any series; or (b) is identified as junior to, or equal in right of payment with, the subordinated debt securities or the subordinated
debt securities of any series in any board resolution or in any supplemental indenture. Senior indebtedness shall continue to be senior
indebtedness and be entitled to the benefits of the subordination provisions irrespective of any amendment, modification or waiver of
any term of such senior indebtedness.
The subordinated debt securities will be unsecured
and will be subordinate and junior in right of payment, to the extent and in the manner set forth below, to the prior payment in full
of all of the Company’s senior indebtedness, as more fully described in the applicable prospectus supplement.
All liabilities of our subsidiary bank and our
other subsidiaries, including without limitation our subsidiary bank’s depositors, liabilities to general creditors, and liabilities
arising during our subsidiaries’ ordinary course of business or otherwise, will be effectively senior to the subordinated debt
securities to the extent of the assets of such subsidiaries.
In the event of any insolvency, bankruptcy, receivership,
liquidation, reorganization, readjustment of debt, composition, or other similar proceeding relating to us or our property, any proceeding
for the liquidation, dissolution, or other winding up of us, whether voluntary or involuntary and whether or not involving insolvency
or bankruptcy proceedings, any assignment by us for the benefit of creditors or any other marshalling of our assets, all of our obligations
to holders of our senior indebtedness will be entitled to be paid in full before any payment or distribution, whether in cash, securities
or other property, can be made on account of the principal or interest on the subordinated debt securities. Only after payment in full
of all amounts owing with respect to senior indebtedness will the holders of the subordinated debt securities, together with the holders
of any of our obligations ranking on a parity with the subordinated debt securities, be entitled to be paid from our remaining assets
the amounts due and owing on account of unpaid principal of and interest on the subordinated debt securities. In the event and during
the continuation of any default in the payment of the principal of, or any premium or interest on any senior indebtedness beyond any
applicable grace period with respect to such senior indebtedness, or in the event that any event of default with respect to any senior
indebtedness shall have occurred and be continuing permitting the holders of such senior indebtedness (or the trustee or agent on behalf
of the holders of such subordinated debt securities), to declare such senior indebtedness due and payable prior to the date on which
it would otherwise have become due and payable, unless and until such event of default shall have been cured or waived, or shall have
ceased to exist and such acceleration shall have been rescinded or annulled, or in the event any judicial proceeding shall be pending
with respect to any such default in payment or event of default, then no payment shall be made by us on account of the principal of,
or interest on, the subordinated debt securities.
In the event of our bankruptcy or insolvency,
holders of our senior indebtedness may receive more, ratably, and holders of the subordinated debt securities may receive less, ratably,
than our other creditors. With respect to the assets of a subsidiary of ours, our creditors (including holders of the subordinated debt
securities) are structurally subordinated to the prior claims of creditors of such subsidiary, except to the extent that we may be a
creditor with recognized claims against such subsidiary.
The subordinated indentures does not contain
any limitation on the amount of senior indebtedness or other obligations ranking senior to or equally with the indebtedness evidenced
by the subordinated debt securities that may be hereafter incurred by us or our subsidiaries.
Covenants
Under the indentures we covenant to:
| · | pay
the principal of, interest on and premium, if any, for the debt securities when due; |
| · | maintain
a place of payment; |
| · | deposit
sufficient funds with any paying agent on or before the due date for any principal, interest
or premium, if any; |
| · | if
any series of debt securities provides for the payment of additional amounts, to pay such
additional amounts as provided for by the terms of such series of debt securities; |
| · | deliver
an officer’s certificate to the applicable trustee at the end of each fiscal year confirming
our compliance with our obligations under each of the indentures; |
| · | pay
or discharge or cause to be paid or discharged, before any delinquency, (i) all taxes,
assessments and governmental charges levied or imposed on us or any of our subsidiary, and
(ii) all lawful claims for labor, material and supplies which, if unpaid, might become
a lien on our or any of our subsidiary’s property; |
| · | preserve
and keep in full force and effect our corporate existence except as otherwise provided in
the indentures; and |
| · | take
such other actions as may be specified in the applicable supplemental indenture for a series
of debt securities. |
Events of Default
Under
the indentures, an event of default will occur with respect to a series of debt securities: (i) if we fail to pay interest on the
debt securities of that series as and when due and such failure continues for 30 days; (ii) if we fail to pay the principal
of the debt securities of that series as and when due; (iii) if we default in the payment of any sinking fund payment for the debt
securities of that series when due; (iv) if we fail to deliver the required debt securities or other rights upon an appropriate
conversion or exchange election by any holder of convertible debt securities; (v) if we breach any covenant or agreement applicable
to the debt securities of that series and such failure continues for 90 days following notice of the same; (vi) if a court enters
an order in an involuntary bankruptcy or insolvency proceeding with respect to us that continues unstayed and in effect for a period
of 60 consecutive days; (vii) if we commence a bankruptcy or insolvency proceeding, consent to the entry of an order in an involuntary
bankruptcy or insolvency proceeding, consent to the appointment of a receiver, liquidator or similar official, make a general assignment
for the benefit of creditors, or fail generally to pay our debts as they become due; or (viii) if any other event of default applicable
to such series of debt securities occurs.
Unless the terms of a particular series of debt
securities provide otherwise, if an event of default (other than an event of default specified in clauses (vi) or (vii) above)
under the indenture occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding
debt securities of that series may declare the entire principal amount of all debt securities of that series to be due and immediately
payable, together with accrued and unpaid interest thereon, if any.
Unless the terms of a particular series of debt
securities provide otherwise, if an event of default specified in clauses (vi) or (vii) above occurs, the entire principal
amount of all debt securities of that series (or, if any debt securities of that series are original issue discount debt securities,
the portion of the principal amount of such debt securities as may be specified by the terms thereof), together with accrued and unpaid
interest thereon, if any, will automatically, and without any declaration or other action on the part of the trustee or any holder, become
immediately due and payable.
After a declaration of acceleration or any automatic
acceleration under clauses (vi) or (vii) above and before a judgment or decree for payment of the money due has been obtained,
the holders of a majority in principal amount outstanding of a series of debt securities may rescind the accelerated payment requirement
if all existing events of default with respect to the debt securities of such series, other than the non-payment of the principal of
debt securities of that series which have become due solely by such acceleration declaration, have been cured or waived and certain other
conditions are satisfied.
Each indenture provides that the trustee will
be under no obligation to exercise any of its rights or powers under the indenture at the request, or direction of any of the holders
of debt securities, unless such holders shall have provided to the trustee indemnity or security acceptable to the trustee against the
costs, expenses and liabilities which may be incurred by it in complying with such request or direction. Subject to certain provisions,
the holders of a majority in principal amount of the outstanding debt securities of a series will have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on
the trustee with respect to the debt securities of such series.
No holder of debt securities shall have any right
to institute any proceeding, judicial or otherwise, with respect to the indenture, or for the appointment of a receiver or trustee, or
for any other remedy under the indenture, unless:
| · | such
holder has previously given written notice to the trustee of a continuing default with respect
to the debt securities of the applicable series; |
| · | the
holders of not less than 25% in principal amount of the debt securities of such series shall
have made written request to the trustee to institute proceedings in respect of such default
in its own name as trustee under the indenture; |
| · | such
holder or holders have provided to the trustee indemnity acceptable to the trustee against
the costs, expenses, and liabilities which may be incurred in complying with such request; |
| · | the
trustee for 60 days after its receipt of such notice, request, and indemnity has failed to
institute any such proceeding; and |
| · | no
direction inconsistent with such written request has been received by the trustee during
such 60 day-period by the holders of a majority in principal amount of the outstanding debt
securities of such series. |
In any event, each indenture provides that no
one or more of such holders shall have any right under the indenture to affect, disturb or prejudice the rights of any other holder,
or to obtain priority or preference over any of the other holders or to enforce any right under the indenture, except in the manner provided
in the indenture and for the equal and ratable benefit of all holders of debt securities of a given series.
The indentures contain a covenant that we will
file annually with the trustee a certificate of no default or a certificate specifying any default that exists.
Legal Defeasance and Covenant Defeasance
We may choose to either discharge our obligations
under the indenture and the debt securities in a legal defeasance, or to release ourselves from certain or all of our covenant restrictions
under the indenture and the debt securities in a covenant defeasance. We may do so, after we irrevocably deposit with the trustee for
the benefit of the holders of the debt securities of the applicable series, sufficient cash and/or U.S. government securities to pay
the principal of (and premium, if any) and interest and any other sums due on the stated maturity date or a redemption date of the debt
securities of such series. If we choose the legal defeasance option, the holders of debt securities of such series will not be entitled
to the benefits of the indenture except for certain limited rights, including registration of transfer and exchange of debt securities,
replacement of lost, stolen or mutilated debt securities and the right to receive payments of the principal of (and premium, if any)
and interest on such debt securities when such payments are due.
We may discharge our obligations under the indenture
or release ourselves from covenant restrictions only if we meet certain requirements. Among other things, we must deliver to the trustee
an opinion of our legal counsel to the effect that holders of the debt securities of the applicable series will not recognize income,
gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amount,
in the same manner and at the same times, as would have been the case if such deposit and defeasance had not occurred. In the case of
legal defeasance only, this opinion must be based on either a ruling received from or published by the Internal Revenue Service or a
change in the applicable federal income tax law. We may not have a default under the indenture or the debt securities of the applicable
series on the date of deposit and, under certain circumstances, 120 days after such deposit. The discharge may not cause the trustee
to have a conflicting interest for purposes of the Trust Indenture Act and may not result in our becoming an investment company in violation
of the Investment Company Act of 1940. The discharge may not violate any of our agreements to which we are a party or by which we are
bound.
Satisfaction and Discharge
We may discharge our obligations under each indenture
and each series of debt securities if: (i) all outstanding debt securities of such series have been delivered for cancellation;
(ii) all outstanding debt securities of such series have become due and payable or will become due and payable at their stated maturity
within one year; or (iii) all outstanding debt securities of such series are scheduled for redemption within one year, and we have
irrevocably deposited with the trustee an amount sufficient to pay and discharge the principal of (and premium, if any) and interest
on all outstanding debt securities of such series and any other sums due on the stated maturity date or a redemption date.
Modification and Waiver
Each indenture provides that we and the trustee
may modify or amend the indenture with, or, in certain cases, without the consent of the holders of a majority in principal amount of
outstanding debt securities affected thereby; provided, however, that any modification or amendment may not, without the
consent of the holder of each outstanding debt security affected thereby:
| · | change
the stated maturity of the principal of, or any installment of interest on, any debt security; |
| · | reduce
the principal amount or rate of interest of any debt security; |
| · | reduce
the percentage in principal amount of the outstanding debt securities of a series, the consent
of whose holders is required to modify or amend the indenture, for any supplemental indenture,
or for any waiver of compliance with certain provisions of the indenture or certain defaults
and the consequences thereof under the indenture; |
| · | impair
the right to institute suit for the enforcement of any payment on or with respect to the
debt securities of a series; or |
| · | modify
the provisions of the indenture with respect to subordination of the debt securities of a
series in a manner adverse to the holders of such debt securities. |
In addition, the holders of a majority in principal
amount of the outstanding debt securities of a given series may, on behalf of all holders of debt securities of such series, waive compliance
by us with certain terms, conditions and provisions of the indenture, as well as any past default and/or the consequences of default,
other than any default in the payment of principal or interest or any breach in respect of a covenant or provision that cannot be modified
or amended without the consent of the holder of each outstanding debt security of such series.
Consolidation, Merger or Sale
The indentures provide that we may not consolidate
with or merge into any other entity or convey, transfer or lease all or substantially all of our assets to another entity unless (i) the
successor entity is a corporation, partnership, limited liability company or other entity organized or formed and validly existing under
the laws of the United States of America, any State thereof or the District of Columbia and expressly assumes the due and punctual payment
of the principal of (and premium, if any) and interest on all the debt securities and the performance of every other covenant of the
indenture on our part to be performed or observed; (ii) immediately after giving effect to such transaction and treating any indebtedness
that becomes an obligation of ours or any of our subsidiaries as a result of such transaction as having been incurred by us or our subsidiary
at the time of such transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event
of default, shall have occurred and be continuing; and (iii) the successor entity delivers to the trustee an officer’s certificate
and an opinion of counsel, each stating that such transaction complies with the indenture and that all conditions precedent herein provided
for relating to such transaction have been complied with.
In case of any such consolidation, merger or
sale, the successor entity will succeed to, and be substituted for, us, and may exercise every right and power of ours under the indenture
with the same effect as if it had been named as us in the applicable indenture. In the event of such succession and substitution, we
will be relieved of all obligations and covenants under the indentures and the debt securities.
Governing Law
The governing law for the senior indenture and
the senior debt securities will be agreed upon at execution of such senior indenture. The subordinated indenture and the subordinated
debt securities are governed by, and construed in accordance with, the laws of the State of New York.
The Trustees
The senior indenture trustee will be selected
prior to issuing any senior debt securities under the senior indenture.
U.S. Bank National Association is the subordinated
indenture trustee under the subordinated indenture. From time to time, we, and some of our subsidiaries, may maintain deposit accounts
and conduct other banking transactions, including lending transactions, with the subordinated indenture trustee in the ordinary course
of business. Additionally, U.S. Bank National Association serves as trustee under one or more indentures involving our existing debt
securities. Upon the occurrence of an event of default, or an event which, after notice or lapse of time or both, would become an event
of default under any subordinated debt securities, or upon the occurrence of a default under another indenture under which U.S. Bank
National Association serves as trustee, the subordinated indenture trustee may be deemed to have a conflicting interest with respect
to the other debt securities as to which we are not in default for purposes of the Trust Indenture Act and, accordingly, may be required
to resign as subordinated indenture trustee under the subordinate indenture. In that event, we would be required to appoint a successor
subordinated indenture trustee.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of shares
of common stock or preferred stock, or debt securities. Warrants may be issued independently or together with any shares of common stock
or preferred stock or debt securities offered by any prospectus supplement and may be attached to or separate from the shares of common
or preferred stock or debt securities. The warrants are to be issued under warrant agreements to be entered into between Atlantic Union
and a bank or trust company, as warrant agent, as is named in the prospectus supplement relating to the particular issue of warrants.
The warrant agent will act solely as an agent of Atlantic Union in connection with the warrants and will not assume any obligation or
relationship of agency or trust for or with any holders of warrants or beneficial owners of warrants.
The following outlines some of the general terms
and provisions of the warrants that we may offer from time to time. Further terms of the warrants and the applicable warrant agreement
will be stated in the applicable prospectus supplement. The following description and any description of the warrants in a prospectus
supplement are not complete and are subject to and qualified in its entirety by reference to the terms and provisions of the warrant
agreement, which we will file with the SEC in connection with an issuance of any warrants.
General
If warrants are offered, the prospectus supplement
will describe the terms of the warrants, including the following:
| · | the
designation, number of shares and terms of the common stock purchasable upon exercise of
the common stock warrants and the price at which such shares of common stock may be purchased
upon such exercise; |
| · | the
designation, number of shares and terms of the preferred stock purchasable upon exercise
of the preferred stock warrants and the price at which such shares of preferred stock may
be purchased upon such exercise; |
| · | the
designation, aggregate principal amount and terms of the debt securities purchasable upon
exercise of the debt warrants and the price at which such debt securities may be purchased
upon such exercise; |
| · | if
applicable, the designation and terms of the common stock or preferred stock or debt securities
with which the warrants are issued and the number of warrants issued with each share of common
stock or preferred stock or such debt security; |
| · | if
applicable, the date on and after which the warrants and the related common stock or preferred
stock or debt securities will be separately transferable; |
| · | the
date on which the right to exercise the warrants shall commence and the date on which such
right shall expire; |
| · | whether
the warrants will be issued in registered or bearer form; |
| · | a
discussion of certain United States federal income tax, accounting and other special considerations,
procedures and limitations relating to the warrants; and |
| · | any
other terms of the warrants. |
Warrants may be exchanged for new warrants of
different denominations.
If in registered form, warrants may be presented
for registration of transfer, and may be exercised at the corporate trust office of the warrant agent or any other office indicated in
the prospectus supplement. Before the exercise of their warrants, holders of warrants will not have any of the rights of holders of the
securities purchasable upon such exercise, including the right to receive payments of principal of, any premium on, or any interest on,
the debt securities purchasable upon such exercise or to enforce the covenants in the indenture or to receive payments of dividends,
if any, on the common stock or preferred stock purchasable upon such exercise or to exercise any applicable right to vote.
Exercise of Warrants
Each warrant will entitle the holder to purchase
such number of shares of common stock or preferred stock, or such principal amount of debt securities, at such exercise price as shall
in each case be set forth in, or can be calculated according to information contained in, the prospectus supplement relating to the warrant.
Warrants may be exercised at such times as are set forth in the prospectus supplement relating to such warrants. After the close of business
on the expiration date of the warrants, or such later date to which such expiration date may be extended by Atlantic Union, unexercised
warrants will become void.
Subject to any restrictions and additional requirements
that may be set forth in the prospectus supplement, warrants may be exercised by delivery to the warrant agent of (i) the certificate
evidencing such warrants properly completed and duly executed and (ii) payment as provided in the prospectus supplement of the amount
required to purchase the shares of common stock or preferred stock or debt securities purchasable upon such exercise. The exercise price
will be the price applicable on the date of payment in full, as set forth in the prospectus supplement relating to the warrants. Upon
receipt of such payment and the certificate representing the warrants to be exercised, properly completed and duly executed at the corporate
trust office of the warrant agent or any other office indicated in the prospectus supplement, we will, as soon as practicable, issue
and deliver the shares of common stock or preferred stock or debt securities purchasable upon such exercise. If fewer than all of the
warrants represented by such certificate are exercised, a new certificate will be issued for the remaining amount of warrants.
Additional Provisions
The exercise price payable and the number of
shares of common stock or preferred stock purchasable upon the exercise of each stock warrant will be subject to adjustment in certain
events, including:
| · | the
issuance of a stock dividend to holders of common stock or preferred stock, respectively; |
| · | a
combination, subdivision or reclassification of common stock or preferred stock, respectively;
or |
| · | any
other event described in the applicable prospectus supplement. |
In lieu of adjusting the number of shares of
common stock or preferred stock purchasable upon exercise of each stock warrant, we may elect to adjust the number of stock warrants.
No adjustment in the number of shares purchasable upon exercise of the stock warrants will be required until cumulative adjustments require
an adjustment of at least 1% thereof. We may, at our option, reduce the exercise price at any time. No fractional shares will be issued
upon exercise of stock warrants, but we will pay the cash value of any fractional shares otherwise issuable. Notwithstanding the foregoing,
in case of any merger, consolidation or sale or conveyance of all or substantially all of the assets of Atlantic Union, the holder of
each outstanding stock warrant shall have the right upon the exercise thereof to the kind and amount of shares of stock and other securities
and property, including cash, receivable by a holder of the number of shares of common stock or preferred stock into which such stock
warrants were exercisable immediately prior thereto.
No Rights as Shareholders
Holders of stock warrants will not be entitled,
by virtue of being such holders, to vote, to consent, to receive dividends, to receive notice as shareholders with respect to any meeting
of shareholders for the election of directors of Atlantic Union or any other matter, or to exercise any rights whatsoever as shareholders
of Atlantic Union.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts, including purchase
contracts issued as part of a unit with one or more other securities, for the purchase or sale of our common stock, preferred stock or
debt securities. The price per share of common stock or preferred stock, or the price of our debt securities, as applicable, may be fixed
at the time the purchase contracts are issued or may be determined by reference to a specific formula contained in the purchase contracts.
We may issue purchase contracts in such amounts and in as many distinct series as we wish.
The applicable prospectus supplement may contain,
where applicable, the following information about the purchase contracts issued under it:
| · | whether
the purchase contracts obligate the holder to purchase or sell, or both, common stock, preferred
stock or debt securities, as applicable, and the nature and amount of each of those securities,
or method of determining those amounts; |
| · | whether
the purchase contracts are to be prepaid or not; |
| · | whether
the purchase contracts are to be settled by delivery, or by reference or linkage to the value,
performance or level of our common stock or preferred stock; |
| · | any
acceleration, cancellation, termination or other provisions relating to the settlement of
the purchase contracts; |
| · | United
States federal income tax considerations relevant to the purchase contracts; and |
| · | whether
the purchase contracts will be issued in fully registered global form. |
The applicable prospectus supplement will describe
the terms of any purchase contracts. The preceding description and any description of purchase contracts in the applicable prospectus
supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the purchase contract agreement
and, if applicable, collateral arrangements and depositary arrangements relating to such purchase contracts.
DESCRIPTION OF UNITS
Units will consist of any combination of one
or more of the other securities described in this prospectus. The applicable prospectus supplement or supplements will also describe:
| · | the
designation and the terms of the units and of any combination of the securities constituting
the units, including whether and under what circumstances those securities may be held or
traded separately; |
| · | any
additional terms of the agreement governing the units; |
| · | any
additional provisions for the issuance, payment, settlement, transfer or exchange of the
units or of the securities constituting the units; |
| · | any
applicable United States federal income tax consequences; and |
| · | whether
the units will be issued in fully registered form. |
The terms and conditions described under “Description
of Common Stock,” “Description of Preferred Stock,” “Description of Debt Securities” and “Description
of Warrants” will apply to each unit that includes such securities and to the securities included in each unit, unless otherwise
specified in the applicable prospectus supplement.
We will issue the units under one or more unit
agreements to be entered into between us and a bank or trust company, as unit agent. We may issue units in one or more series, which
will be described in the applicable prospectus supplement.
DESCRIPTION OF GLOBAL SECURITIES
Unless otherwise indicated in the applicable
prospectus supplement, we may issue the securities other than common stock in the form of one or more fully registered global securities
that will be deposited with a depository or its nominee identified in the applicable prospectus supplement and registered in the name
of that depository or its nominee. In those cases, one or more registered global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal or face amount of the securities to be represented by registered global
securities. Unless and until it is exchanged in whole for securities in definitive registered form, a registered global security may
not be transferred except as a whole by and among the depository for the registered global security, the nominees of the depository or
any successors of the depository or those nominees.
If not described below, any specific terms of
the depository arrangement with respect to any securities to be represented by a registered global security will be described in the
prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depository arrangements.
Ownership of beneficial interests in a registered
global security will be limited to persons, called participants, that have accounts with the depository or persons that may hold interests
through participants. Upon the issuance of a registered global security, the depository will credit, on its book-entry registration and
transfer system, the participants’ accounts with the respective principal or face amounts of the securities beneficially owned
by the participants. Any dealers, underwriters or agents participating in the distribution of the securities will designate the accounts
to be credited.
Ownership of beneficial interests in a registered
global security will be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depository,
with respect to interests of participants, and on the records of participants, with respect to interests of persons holding through participants.
The laws of some states may require that some purchasers of securities take physical delivery of these securities in definitive form.
These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depository, or its nominee, is
the registered owner of a registered global security, that depository or its nominee, as the case may be, will be considered the sole
owner or holder of the securities represented by the registered global security for all purposes. Except as described below, owners of
beneficial interests in a registered global security will not be entitled to have the securities represented by the registered global
security registered in their names, will not receive or be entitled to receive physical delivery of the securities in definitive form
and will not be considered the owners or holders of the securities. Accordingly, each person owning a beneficial interest in a registered
global security must rely on the procedures of the depository for that registered global security and, if that person is not a participant,
on the procedures of the participant through which the person owns its interest, to exercise any rights of a holder under the applicable
indenture, warrant agreement or unit agreement. We understand that under existing industry practices, if we request any action of holders
or if an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled
to give or take, the depository for the registered global security would authorize the participants holding the relevant beneficial interests
to give or take that action, and the participants would authorize beneficial owners owning through them to give or take that action or
would otherwise act upon the instructions of beneficial owners holding through them.
Payments of principal of, and premium, if any,
and interest on, debt securities, and any payments to holders with respect to warrants, units or preferred stock, represented by a registered
global security registered in the name of a depository or its nominee will be made to the depository or its nominee, as the case may
be, as the registered owner of the registered global security. None of Atlantic Union, the trustees, the warrant agents, the unit agents
or any other agent of Atlantic Union, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility
or liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered global
security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depository for any of the
securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other distribution
of underlying securities or other property to holders on that registered global security, will immediately credit participants’
accounts in amounts proportionate to their respective beneficial interests in that registered global security as shown on the records
of the depository. We also expect that payments by participants to owners of beneficial interests in a registered global security held
through participants will be governed by standing customer instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of those
participants.
If the depository for any of these securities
represented by a registered global security is at any time unwilling or unable to continue as depository or ceases to be a clearing agency
registered under the Exchange Act, and a successor depository registered as a clearing agency under the Exchange Act is not appointed
by us within 90 days, we will issue securities in definitive form in exchange for the registered global security that had been held by
the depository. In addition, under the terms of the indenture, we may at any time and in our sole discretion decide not to have any of
the securities represented by one or more registered global securities. We understand, however, that, under current industry practices,
the depository would notify its participants of our request, but will only withdraw beneficial interests from a global security at the
request of each participant. We would issue definitive certificates in exchange for any such interests withdrawn. Any securities issued
in definitive form in exchange for a registered global security will be registered in the name or names that the depository gives to
the applicable trustee, warrant agent, unit agent or other relevant agent of ours or theirs. It is expected that the depository’s
instructions will be based upon directions received by the depository from participants with respect to ownership of beneficial interests
in the registered global security that had been held by the depository.
BOOK-ENTRY ISSUANCE
General
The Depository Trust Company (the “DTC”)
may act as securities depository for all of the debt securities unless otherwise referred to in the prospectus supplement relating to
an offering of debt securities. The debt securities may be issued only as fully-registered securities registered in the name of Cede &
Co. (DTC’s nominee). One or more fully-registered global certificates will be issued for the debt securities, representing in the
aggregate the total amount of the debt securities, and will be deposited with DTC.
DTC, the world’s largest depository, is
a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New
York Uniform Commercial Code, and a “clearing agency” registered pursuant to Section 17A of the Exchange Act. DTC holds
securities that its participants deposit with DTC. DTC also facilitates the settlement among participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts,
thereby eliminating the need for physical movement of securities certificates. Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and certain other organizations.
DTC is a wholly-owned subsidiary of the Depository
Trust & Clearing Corporation (the “DTCC”). DTCC, in turn, is owned by a number of its direct participants and members
of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation and Emerging Markets
Clearing Corporation, as well as by the New York Stock Exchange, the NYSE Amex and the Financial Industry Regulatory Authority, Inc.
Access to the DTC system is also available to
indirect participants, such as securities brokers and dealers, and banks and trust companies that clear through or maintain custodial
relationships with direct participants, either directly or indirectly. The rules applicable to DTC and its participants are on file
with the SEC.
Purchases of debt securities within the DTC system
must be made by or through direct participants, which will receive a credit for the debt securities on DTC’s records. The ownership
interest of each actual purchaser of each debt security, as beneficial owner, is in turn to be recorded on the direct and indirect participants’
records. Beneficial owners will not receive written confirmation from DTC of their purchases, but beneficial owners are expected to receive
written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the direct or indirect
participants through which the beneficial owners purchased debt securities. Transfers of ownership interests in the debt securities are
to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interest in debt securities except if use of the book-entry-only system for the debt securities
is discontinued.
The deposit of debt securities with DTC and their
registration in the name of Cede & Co. or such other nominee will not effect any change in beneficial ownership. DTC will have
no knowledge of the actual beneficial owners of the debt securities; DTC’s records reflect only the identity of the direct participants
to whose accounts the debt securities are credited, which may or may not be the beneficial owners. The participants will remain responsible
for keeping account of their holdings on behalf of their customers.
The information in this section concerning DTC
and DTC’s book-entry system has been obtained from sources that we believe to be reliable, but we assume no responsibility for
the accuracy thereof. We do not have any responsibility for the performance by DTC or its participants of their respective obligations
as described in this prospectus or under the rules and procedures governing their respective operations.
Notices and Voting
Conveyance of notices and other communications
by DTC to direct participants, by direct participants to indirect participants, and by direct and indirect participants to beneficial
owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time
to time.
Redemption notices will be sent to Cede &
Co. as the registered holder of the debt securities. If less than all of the debt securities are being redeemed, DTC’s current
practice is to determine by lot the amount of the interest of each direct participant to be redeemed.
Although voting with respect to the debt securities
is limited to the holders of record of the debt securities, in those instances in which a vote is required, neither DTC nor Cede &
Co. will itself consent or vote with respect to the debt securities. Under its usual procedures, DTC would mail an omnibus proxy to the
relevant trustee as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting
rights to those direct participants to whose accounts the debt securities are credited on the record date.
Distribution of Funds
The relevant trustee will make distribution payments
on the debt securities to DTC. DTC’s practice is to credit direct participants’ accounts on the relevant payment date in
accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payments
on the payment date. Payments by participants to beneficial owners will be governed by standing instructions and customary practices
and will be the responsibility of the participant and not of DTC, the relevant trustee or us, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of distributions to DTC is the responsibility of the relevant trustee, disbursement
of the payments to direct participants is the responsibility of DTC, and disbursements of the payments to the beneficial owners is the
responsibility of direct and indirect participants.
Successor Depositories and Termination of Book-Entry System
DTC may discontinue providing its services with
respect to any of the debt securities at any time by giving reasonable notice to the relevant trustee or us. If no successor securities
depository is obtained, definitive certificates representing the debt securities are required to be printed and delivered. We also have
the option to discontinue use of the system of book-entry transfers through DTC (or a successor depository). After an event of default
under the indenture, the holders of a majority in liquidation amount of debt securities may determine to discontinue the system of book-entry
transfers through DTC. In these events, definitive certificates for the debt securities will be printed and delivered.
PLAN OF DISTRIBUTION
General
We or the selling securityholders may sell the
securities being offered hereby in one or more of the following ways from time to time:
| · | through
agents to the public or to investors; |
| · | to
underwriters for resale to the public or to investors; |
| · | directly
to our shareholders; or |
| · | through
a combination of any of these methods of sale. |
We will set forth in a prospectus supplement
the terms of a particular offering of securities, including:
| · | the
name or names of any agents, dealers or underwriters; |
| · | the
purchase price of the securities being offered and the proceeds we or any selling securityholder
will receive from the sale; |
| · | any
over-allotment options under which underwriters may purchase additional securities from us; |
| · | any
agency fees or underwriting discounts, commissions and other items constituting agents’
or underwriters’ compensation; |
| · | any
initial public offering price; |
| · | any
discounts, commissions or concessions allowed or reallowed or paid to dealers or agents; |
| · | any
securities exchanges or markets on which such securities may be listed; and |
| · | the
anticipated date of delivery of the securities being offered. |
Agents
We or a selling securityholder may designate
agents who agree to use their reasonable efforts to solicit purchases of our securities for a period of their appointment or to sell
our securities on a continuing basis.
Dealer
If a dealer is used in the sale of the offered
securities in respect of which this prospectus is delivered, we or the selling securityholder will sell the offered securities to the
dealer, as principal. The dealer, who may be deemed to be an “underwriter” as that term is defined in the Securities Act,
may then resell the offered securities to the public at varying prices to be determined by the dealer at the time of resale.
Underwriters
If we or a selling securityholder use underwriters
for a sale of securities, the underwriters will acquire the shares for their own account. The underwriters may resell the securities
in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the
time of sale. The underwriters may sell the securities directly or through underwriting syndicates by managing underwriters. The obligations
of the underwriters to purchase the shares will be subject to the conditions set forth in the applicable underwriting agreement. In a
firm commitment underwriting, the underwriters will be obligated to purchase all the shares if they purchase any of the shares. The underwriters
may change from time to time any initial public offering price and any discounts or concessions the underwriters allow or reallow or
pay to dealers. In connection with the offering of securities, we may grant to the underwriters an option to purchase additional securities
to cover overallotments at the initial public offering price, with an additional underwriting commission, as may be set forth in the
accompanying prospectus supplement. If we grant any overallotment option, the terms of such overallotment option will be set forth in
the prospectus supplement for such securities. We or a selling securityholder may use underwriters with whom we have a material relationship.
We or a selling securityholder will describe the nature of any such relationship in the applicable prospectus supplement naming any such
underwriter.
Underwriters, dealers and agents that participate
in the distribution of the securities may be underwriters as defined in the Securities Act, and any discounts or commissions they receive
may be treated as underwriting discounts and commissions under the Securities Act. We or a selling securityholder will identify in the
applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation.
If so indicated in the applicable prospectus
supplement, we or a selling securityholder will authorize underwriters, dealers or other persons to solicit offers by certain institutions
to purchase offered securities from us or a selling securityholder at a public offering price set forth in the applicable prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a future date or dates. Institutions with which
these contracts may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational
and charitable institutions and others. The obligations of any purchasers under any delayed delivery contract will not be subject to
any conditions except that:
| · | the
purchase of the offered securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which the purchaser is subject; and |
| · | if
the offered securities are also being sold to underwriters, we or a selling securityholder
will have sold to the underwriters the offered securities not sold for delayed delivery. |
The underwriters, dealers and other persons will
not have any responsibility in respect of the validity or performance of such purchase contracts. The prospectus supplement relating
to the purchase contracts will set forth the price to be paid for offered securities pursuant to the purchase contracts, the commission
payable for solicitation of the contracts and the date or dates in the future for delivery of offered securities pursuant to the purchase
contracts.
We or a selling securityholder may have agreements
with the underwriters, dealers and agents to indemnify them against various civil liabilities, including liabilities under the Securities
Act, or to contribute payments that the agents, underwriters, dealers and remarketing firms may be required to make as a result of those
civil liabilities. Underwriters, dealers and agents and their affiliates may be customers of, engage in transactions with, or perform
services for us or our subsidiaries or a selling securityholder in the ordinary course of their businesses. In connection with the distribution
of the securities, we may enter into swap or other hedging transactions with, or arranged by, underwriters, agents or their affiliates.
These underwriters, agents or their affiliates may receive compensation, trading gain or other benefits from these transactions.
Direct Sales
We or a selling securityholder may also sell
shares directly to one or more purchasers without using underwriters or agents.
Stabilization Activities
Any underwriter may engage in overallotment,
stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Overallotment
involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities
in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions.
Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue
any of these activities at any time.
Passive Market Making
Any underwriters who are qualified market makers
on the NYSE may engage in passive market making transactions in the securities on the NYSE in accordance with Rule 103 of Regulation
M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive
market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a
passive market maker must display its bid at a price not in excess of the highest independent bid for such security. If all independent
bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when
certain purchase limits are exceeded.
Trading Markets and Listing of Securities
Unless otherwise specified in the applicable
prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common
stock, which is listed on the NYSE. Any shares of common stock hereunder will be listed on the NYSE. We may elect to list any other class
or series of securities on any additional exchange or market, but we are not obligated to do so unless stated otherwise in a prospectus
supplement. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will
not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity
of the trading market for any of the securities.
Sales by Selling Securityholders
Selling securityholders may use this prospectus
in connection with the resale of securities. The applicable prospectus supplement will identify the selling securityholders and the terms
of the securities. Selling securityholders may be deemed to be underwriters in connection with the securities they resell and any profits
on the sales may be deemed to be underwriting discounts and commissions from the Securities Act. The selling securityholders will receive
all proceeds from the sale of securities. We will not receive any proceeds from sales by selling securityholders.
General Information
The securities may also be offered and sold,
if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption
or repayment pursuant to their terms, or otherwise, by one or more remarketing firms acting as principals for their own accounts or as
agents for us or a selling securityholder. Any remarketing firm will be identified and the terms of its agreement, if any, with us or
a selling securityholder, and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed
to be underwriters, as that term is defined in the Securities Act, in connection with the securities remarketed thereby.
VALIDITY OF SECURITIES
Unless otherwise indicated in the applicable
prospectus supplement, certain legal matters will be passed upon for us by Troutman Pepper Hamilton Sanders LLP (Richmond, Virginia),
our legal counsel, and for any underwriters and agents by legal counsel selected by such underwriters or agents.
EXPERTS
Our consolidated financial statements appearing
in our Annual Report on Form 10-K for the year ended December 31, 2023, and the effectiveness of our internal control over
financial reporting as of December 31, 2023 have been audited by Ernst & Young LLP, independent registered public accounting
firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements
are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
With respect to our unaudited condensed consolidated
interim financial information for the three-month periods ended March 31, 2024 and 2023 and the three and six-month periods ended
June 30, 2024 and 2023, incorporated by reference herein, Ernst & Young LLP reported that they have applied limited procedures
in accordance with professional standards for a review of such information. However, their separate reports dated May 2, 2024 and
August 6, 2024, included in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, and incorporated by reference herein, states that they did not audit and they do not express an opinion on that interim financial
information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature
of the review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities
Act for their reports on the unaudited interim financial information because those reports are not a “report” or a “part”
of the Registration Statement prepared or certified by Ernst & Young LLP within the meaning of Sections 7 and 11 of the Securities
Act.
ATLANTIC UNION BANKSHARES CORPORATION
Common Stock
Preferred Stock
Depositary Shares
Debt Securities
Warrants
Purchase Contracts
Units
PROSPECTUS
August 6,
2024
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 14. |
Other Expenses of Issuance
and Distribution. |
The following table sets forth the estimated
fees and expenses payable by the registrant in connection with the filing of this Registration Statement on Form S-3 and the offer
and sale of the securities being registered hereby:
| SEC Registration Fee | |
$ | | (1) |
| Printing Costs | |
| | (2) |
| Transfer and Disbursing Agent Fees | |
| | (2) |
| Legal Fees and Expenses | |
| | (2) |
| Accounting Fees and Expenses | |
| | (2) |
| Miscellaneous Expenses | |
| | (2) |
| Total | |
$ | | (1)(2) |
(1) The Company is registering an indeterminate amount of securities
under this Registration Statement and in accordance with Rules 456(b) and 457(r), the Company is deferring payment of any registration
fee until the time the securities are offered under this Registration Statement pursuant to a prospectus supplement.
(2) These fees and expenses are calculated based on the number
of issuances and amount of securities offered and, accordingly, cannot be estimated at this time. The applicable prospectus supplement
will set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.
| Item 15. |
Indemnification of Directors
and Officers. |
The
laws of the Commonwealth of Virginia pursuant to which Atlantic Union Bankshares Corporation (“Atlantic Union”) is incorporated
permit it to indemnify its officers and directors against certain liabilities with the approval of its shareholders. Atlantic Union’s
articles of incorporation provide that, to the full extent permitted by the Virginia SCA, Atlantic Union is required to indemnify (i) any
person who was or is a party to any proceeding, including a proceeding brought by a shareholder in the right of Atlantic Union or brought
by or on behalf of shareholders of Atlantic Union, by reason of the fact that he or she is or was a director or officer of Atlantic Union,
or (ii) any director or officer who is or was serving at the request of Atlantic Union as a director, trustee, partner or officer
of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred
by him or her in connection with such proceeding unless he or she engaged in willful misconduct or a knowing violation of criminal
law.
Atlantic Union has purchased officers’
and directors’ liability insurance policies. Within the limits of their coverage, the policies insure (i) the directors and
officers of Atlantic Union against certain losses resulting from claims against them in their capacities as directors and officers to
the extent that such losses are not indemnified by Atlantic Union and (ii) Atlantic Union to the extent that it indemnifies such
directors and officers for losses as permitted under the laws of Virginia.
The Virginia SCA establishes a statutory limit
on liability of directors and officers of a corporation for damages assessed against them in a suit brought by or in the right of the
corporation or brought by or on behalf of shareholders of the corporation and authorizes a corporation, to specify a lower monetary limit
on liability (including the elimination of liability for monetary damages) in the corporation's articles of incorporation or bylaws;
however, the liability of a director or officer shall not be limited if such officer or director engaged in willful misconduct or a knowing
violation of the criminal law or of any federal or state securities law. Atlantic Union’s articles of incorporation eliminate the
personal liability of directors and officers to Atlantic Union or its shareholders for monetary damages to the full extent permitted
by Virginia law.
| Exhibit No. |
|
Description |
| 1.1 |
|
Form of Underwriting Agreement for Common Stock.* |
| 1.2 |
|
Form of Underwriting Agreement for Preferred Stock.* |
| 1.3 |
|
Form of Underwriting Agreement for Debt Securities.* |
| 1.4 |
|
Form of Underwriting Agreement for Warrants.* |
| 1.5 |
|
Form of Underwriting Agreement for Purchase Contracts.* |
| 1.6 |
|
Form of Underwriting Agreement for Units.* |
| 1.7 |
|
Form of Underwriting Agreement for Depositary Shares.* |
| 3.1 |
|
Amended
and Restated Articles of Incorporation of Atlantic Union Bankshares Corporation, effective May 7, 2020 (incorporated by
reference to Exhibit 3.1 to Current Report on Form 8-K filed on May 7, 2020). |
| 3.1.1 |
|
Articles
of Amendment to the Amended and Restated Articles of Incorporation of Atlantic Union Bankshares Corporation, effective June 9,
2020 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on June 9, 2020). |
| 3.2 |
|
Amended
and Restated Bylaws of Atlantic Union Bankshares Corporation, effective as of December 6, 2023 (incorporated by reference to
Exhibit 3.2 to Current Report on Form 8-K filed on December 8, 2023). |
| 4.1 |
|
Specimen certificate of common stock of Atlantic Union
Bankshares Corporation (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-4 filed on
August 16, 2017). |
| 4.2 |
|
Form of Articles of Amendment Establishing a Series of Preferred Stock.* |
| 4.3 |
|
Form of Preferred Stock Certificate.* |
| 4.4 |
|
Form of Senior Debt Securities Indenture.* |
| 4.5 |
|
Form of Senior Debt Security.* |
| 4.6 |
|
Subordinated Indenture, dated as of December 5,
2016, between Atlantic Union Bankshares Corporation and U.S. Bank National Association, as Trustee (incorporated by reference to
Exhibit 4.1 to Current Report on Form 8-K filed on December 5, 2016). |
| 4.7 |
|
Form of Subordinated Debt Security.* |
| 4.8 |
|
Form of Warrant.* |
| 4.9 |
|
Form of Warrant Agreement.* |
| 4.10 |
|
Form of Purchase Contract Agreement.* |
| 4.11 |
|
Form of Unit Agreement.* |
| 4.12 |
|
Form of Deposit Agreement.* |
| 5.1 |
|
Opinion of Troutman Pepper Hamilton Sanders LLP (filed herewith). |
| 8.1 |
|
Opinion of counsel as to certain federal income tax matters.* |
| 15.1 |
|
Acknowledgment of Ernst & Young LLP, as accountants for Atlantic Union (filed herewith). |
| 23.1 |
|
Consent of Ernst & Young LLP (filed herewith). |
| 23.2 |
|
Consent of Troutman Pepper Hamilton Sanders LLP (contained in Exhibit 5.1 hereto). |
| 24.1 |
|
Powers of Attorney (included on the signature page hereto). |
| 25.1 |
|
Statement of Eligibility on Form T-1 of the trustee
under the Senior Debt Securities Indenture pursuant to the Trust Indenture Act of 1939.** |
| 25.2 |
|
Statement of Eligibility on Form T-1 of U.S. Bank
National Association with respect to the Subordinated Indenture pursuant to the Trust Indenture Act of 1939.** |
| 107 |
|
Filing Fee Table (filed herewith). |
| * | To be filed by post-effective amendment or as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference. |
| ** | To be filed by post-effective amendment or pursuant to Section 305(b)(2) of
the Trust Indenture Act of 1939, if applicable. |
(a) The undersigned registrant hereby undertakes
as follows:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fees Tables”
or “Calculation of Registration Fee” table, as applicable, in the effective registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information
in the registration statement;
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining
liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in
the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part
of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered
to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or
on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer
in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication
of such issue.
(d) The undersigned registrant hereby undertakes
that:
(1) For the purposes of determining any liability
under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared
effective.
(2) For the purposes of determining any liability
under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(e) The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Trust Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Glen Allen, Commonwealth of Virginia, on August 6, 2024.
| |
ATLANTIC UNION BANKSHARES CORPORATION |
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By: |
/s/ John C. Asbury |
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John C. Asbury |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
We, the undersigned directors and officers of
Atlantic Union Bankshares Corporation hereby severally constitute and appoint John C. Asbury, Robert M. Gorman, or either of them, as
our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said attorney and
agent may deem necessary or advisable to enable Atlantic Union Bankshares Corporation to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement on
Form S-3, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including post-effective amendments) thereto and other documents in connection
therewith, including any related registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, with the
Securities and Exchange Commission; and we hereby approve, ratify and confirm all that said attorney and agent shall do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ John C. Asbury |
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Director, President and |
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August 6, 2024 |
| John C. Asbury |
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Chief Executive Officer
(Principal Executive Officer) |
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| /s/ Robert M. Gorman |
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Executive Vice President and |
|
August 6, 2024 |
| Robert M. Gorman |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
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| /s/ Ronald L. Tillett |
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Chair and Director |
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August 6, 2024 |
| Ronald L. Tillett |
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| /s/ Linda V. Schreiner |
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Vice Chair and Director |
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August 6, 2024 |
| Linda V. Schreiner |
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| /s/ Nancy Howell Agee |
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Director |
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August 6, 2024 |
| Nancy Howell Agee |
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| /s/ Patrick E. Corbin |
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Director |
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August 6, 2024 |
| Patrick E. Corbin |
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| /s/ Rilla S. Delorier |
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Director |
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August 6, 2024 |
| Rilla S. Delorier |
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| /s/ Frank Russell Ellet |
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Director |
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August 6, 2024 |
| Frank Russell Ellet |
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| /s/ Paul Engola |
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Director |
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August 6, 2024 |
| Paul Engola |
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| /s/ Donald R. Kimble |
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Director |
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August 6, 2024 |
| Donald R. Kimble |
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| /s/ Patrick J. McCann |
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Director |
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August 6, 2024 |
| Patrick J. McCann |
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| /s/ Michelle A. O’Hara |
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Director |
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August 6, 2024 |
| Michelle A. O’Hara |
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| /s/ Joel R. Shepherd |
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Director |
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August 6, 2024 |
| Joel R. Shepherd |
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| /s/ Keith L. Wampler |
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Director |
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August 6, 2024 |
| Keith L. Wampler |
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| /s/ F. Blair Wimbush |
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Director |
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August 6, 2024 |
| F. Blair Wimbush |
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Exhibit 5.1
| Troutman Pepper Hamilton Sanders LLP |
 |
| 1001 Haxall Point, 15th Floor |
| Richmond, VA 23219 |
| |
| troutman.com |
August 6, 2024
Board of Directors
Atlantic Union Bankshares Corporation
4300 Cox Road
Glen Allen, Virginia 23060
Re: Registration Statement on Form S-3ASR
Ladies and Gentlemen:
We have acted as counsel to
Atlantic Union Bankshares Corporation, a Virginia corporation (the “Company”), in connection with the preparation of
the Company’s registration statement on Form S-3ASR (the “Registration Statement”), filed on the date hereof
with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”).
The Registration Statement relates to the issuance and sale from time to time by the Company, pursuant to Rule 415 of the General Rules
and Regulations promulgated under the Act, of the following securities of the Company:
(i)
shares of common stock, $1.33 par value per share (the “Common Stock”);
(ii)
shares of preferred stock, $10.00 par value per share, in one or more series (the “Preferred Stock”);
(iii)
depositary shares representing fractional interests in shares of the Preferred Stock evidenced by depositary receipts (the “Depositary
Shares”) issued pursuant to one or more deposit agreements between the Company and a bank or trust company, as depositary (each,
a “Depositary Agreement”);
(iv)
debt securities (the “Debt Securities”), which may be either senior debt securities or subordinated debt securities
and which may be issued in one or more series under one or more indentures (each, an “Indenture” and, collectively,
“Indentures”), entered into or proposed to be entered into between the Company and a trustee to be identified in the
Indenture as trustee (the “Trustee”);
(v)
warrants to purchase (a) Debt Securities (the “Debt Warrants”), (b) Preferred Stock (the “Preferred
Stock Warrants”), or (c) Common Stock (the “Common Stock Warrants” and, collectively with the Debt Warrants
and the Preferred Stock Warrants, the “Warrants”), which may be issued pursuant to one or more warrant agreements (each,
a “Warrant Agreement”) proposed to be entered into between the Company and warrant agents to be named therein (each,
a “Warrant Agent” and, collectively, “Warrant Agents”);
(vi)
purchase contracts of the Company (the “Purchase Contracts”), including purchase contracts issued as part of
a unit with one or more other securities, obligating the holders thereof to purchase from or sell to the Company, and the Company to sell
to or purchase from such holders, shares of Common Stock, Preferred Stock, or Debt Securities at a future date or dates, which may be
issued under one or more purchase contract agreements proposed to be entered into by the Company (the “Purchase Contract Agreements”);
| Atlantic Union Bankshares Corporation |  |
| August 6, 2024 |
| Page 2 |
(vii)
units of the Company (the “Units”), each representing ownership of any combination of one or more Offered Securities
(as defined herein), which may be issued under one or more unit agreements proposed to be entered into by the Company (the “Unit
Agreements”); and
(viii)
such indeterminate number of shares of Common Stock, Preferred Stock or Depositary Shares and amount of Debt Securities, Warrants,
Purchase Contracts and Units, as may be issued upon exercise, settlement, exchange or conversion of any Preferred Stock, Depositary Shares,
Debt Securities, Warrants, Purchase Contracts or Units, including such shares of Common Stock, Preferred Stock or Depositary Shares as
may be issued pursuant to anti-dilution adjustments, in amounts, at prices and on terms to be determined at the time of offering (collectively,
“Indeterminate Securities”).
Together, the Common Stock,
Preferred Stock, Depositary Shares, Debt Securities, Warrants, Purchase Contracts, Units, and Indeterminate Securities are the “Offered
Securities,” all of which may be sold from time to time and on a delayed or continuous basis, as set forth in the prospectus
which forms a part of the Registration Statement (the “Prospectus”), and as to be set forth in one or more supplements
to the Prospectus.
This opinion letter is being
furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
For purposes of this opinion
letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements,
and other instruments, certificates, orders, opinions, correspondence with public officials, certificates provided by the Company’s
officers and representatives, and other documents as we have deemed necessary or advisable for the purposes of rendering the opinion set
forth herein, including (i) the corporate and organizational documents of the Company, including the Amended and Restated Articles of
Incorporation, as amended to date (the “Articles”), and the Amended and Restated Bylaws of the Company, as amended
to date (the “Bylaws”), (ii) the resolutions of the Board of Directors of the Company with respect to the Registration
Statement and the registration of the Offered Securities, (iii) a specimen certificate representing the Company’s common stock and
(iv) the Registration Statement and exhibits thereto, including the Prospectus.
For purposes of the opinions
expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals
of all documents submitted as certified, photostatic or electronic copies and the authenticity of the originals thereof, (iii) the legal
capacity of natural persons, (iv) the genuineness of signatures not witnessed by us, (v) the due authorization, execution and delivery
of all documents by all parties, other than the Company, and the validity, binding effect and enforceability thereof and (vi) the truth,
accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates
we have reviewed.
| Atlantic Union Bankshares Corporation | |
| August 6, 2024 |
| Page 3 |
As to any facts material to
the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others and of public officials. In making our examination of
documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate
or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.
We have further assumed that
(i) the Registration Statement and any amendment thereto will have become effective under the Act (and will remain effective under the
Act at the time of issuance of the Offered Securities thereunder), (ii) any prospectus supplement or term sheet describing the Offered
Securities will be filed with the Commission to the extent required by applicable law and relevant rules and regulations of the Commission,
(iii) the Depositary Agreements, Indentures, Purchase Contracts, the Purchase Contract Agreements, the Warrants, the Warrant Agreements,
the Units and the Unit Agreements have been or will be duly authorized, executed and delivered by the parties thereto, and, in the case
of the Indentures, in substantially the form reviewed by us, and that any Debt Securities, Purchase Contracts, Warrants or Units, as the
case may be, that may be issued will be manually authenticated, signed or countersigned, as the case may be, by duly authorized officers
of the parties thereto and that each will be governed by the laws of the Commonwealth of Virginia or the State of New York, (iv) that
a definitive purchase, underwriting or similar agreement with respect to any Offered Securities offered thereby will have been duly authorized
and validly executed and delivered by the Company and the other parties thereto and (v) the Board of Directors of the Company, an authorized
committee thereof or appropriate officers of the Company will have taken all necessary corporate action with respect to the issuance of
the Offered Securities, the instruments pursuant to which they are duly authorized and established and related matters.
In addition, we have assumed
that the terms of the Offered Securities will have been established so as not to, and that the execution and delivery by the Company of,
and the performance of its obligations under, the Depositary Agreements, the Indentures, the Offered Securities of the Company, the Purchase
Contracts, the Purchase Contract Agreements, the Warrants, the Warrant Agreements, the Units and the Unit Agreements, will not violate,
conflict with or constitute a default under (i) any agreement or instrument to which the Company or its properties are subject, (ii) any
law, rule or regulation to which the Company or its properties is subject, (iii) any judicial or regulatory order or decree of any governmental
authority or (iv) any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental
authority.
This opinion letter is based
as to matters of law solely on the federal laws of the United States of America and the laws of the Commonwealth of Virginia and the State
of New York and we express no opinion as to the effect of the laws of any other jurisdiction or as to the securities or blue sky laws
of any state (including, without limitation, Virginia and New York), municipal law or the laws of any local agencies within any state
(including, without limitation, Virginia and New York). This opinion is limited to the matters stated herein, and no opinion is implied
or may be inferred beyond the matters expressly stated herein.
Based on the foregoing and
in reliance thereon, and subject to the limitations, qualifications, assumptions, exceptions, and other matters set forth herein, we are
of the opinion that:
| Atlantic Union Bankshares Corporation | |
| August 6, 2024 |
| Page 4 |
1.
With respect to the shares of any Common Stock offered by the Company, including any Indeterminate Securities (the “Offered
Common Stock”), when (a) if certificated, certificates in the form required under the laws of the Commonwealth of Virginia,
representing the shares of Offered Common Stock are duly executed and countersigned; and (b) the shares of Offered Common Stock are registered
in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefore, the shares of Offered Common
Stock (including any Common Stock duly issued upon exercise, settlement, exchange or conversion of any Preferred Stock, Debt Securities,
Warrants, Purchase Contracts or Units), when issued and sold in accordance with the applicable underwriting agreement, if any, or any
other duly authorized, executed and delivered valid and binding agreement, will be duly authorized, validly issued, fully paid and nonassessable.
2.
With respect to the shares of any series of Preferred Stock offered by the Company, including any Indeterminate Securities (the
“Offered Preferred Stock”), when (a) if certificated, certificates in the form required under the laws of the Commonwealth
of Virginia, representing the shares of Offered Preferred Stock are duly executed and countersigned; (b) articles of amendment for the
particular series of Offered Preferred Stock have been filed with the State Corporation Commission of the Commonwealth of Virginia (“SCC”)
and the SCC has issued a certificate of amendment with respect thereto; and (c) the shares of Offered Preferred Stock are registered in
the Company’s share registry and delivered upon payment of the agreed-upon consideration therefore, the shares of the Offered Preferred
Stock (including any Preferred Stock duly issued upon exercise, settlement, exchange or conversion of any Preferred Stock, Debt Securities,
Warrants, Purchase Contracts or Units), when issued and sold in accordance with the applicable underwriting agreement, if any, or any
other duly authorized, executed and delivered valid and binding agreement, will be duly authorized, validly issued, fully paid and nonassessable.
3.
With respect to any Depositary Shares offered by the Company, including any Indeterminate Securities (the “Offered Depositary
Shares”), when (a) if certificated, certificates in the form required under the laws of the Commonwealth of Virginia, representing
the shares of Preferred Stock underlying the Offered Depositary Shares (the “Underlying Preferred Stock”) are duly
executed and countersigned; (b) articles of amendment for the particular series of Underlying Preferred Stock have been filed with the
SCC and the SCC has issued a certificate of amendment with respect thereto; (c) the Offered Depositary Shares are registered in the Company’s
share registry and delivered upon payment of the agreed-upon consideration therefore; (d) the applicable Depositary Agreement has been
duly authorized, executed and delivered by each of the Company and the depositary; (e) the shares of the Underlying Preferred Stock have
been deposited with the depositary under the Depositary Agreement; and (f) the depositary receipts representing the Offered Depositary
Shares have been duly executed, countersigned, registered and delivered to the purchasers thereof upon payment of the agreed-upon consideration
therefor: (1) the Offered Depositary Shares, when issued and sold in accordance with the applicable underwriting agreement, if any, or
any other duly authorized, executed and delivered valid and binding agreement, will be duly authorized, validly issued, fully paid and
nonassessable, and the depositary receipts representing the Offered Depositary Shares will entitle the holders thereof to the rights specified
therein and in the Depositary Agreement; and (2) the Underlying Preferred Stock will be duly authorized, validly issued, fully paid and
nonassessable.
| Atlantic Union Bankshares Corporation | |
| August 6, 2024 |
| Page 5 |
4.
With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities (the “Offered
Debt Securities”), when the Offered Debt Securities have been duly executed and authenticated in accordance with the provisions
of the applicable Indenture and duly delivered to the purchasers thereof upon payment of the agreed-upon consideration therefor, the Offered
Debt Securities (including any Debt Securities duly issued upon exercise, settlement, exchange or conversion of any Preferred Stock, Debt
Securities, Warrants, Purchase Contracts or Units), when issued and sold in accordance with the applicable Indenture and the applicable
underwriting agreement, if any, or any other duly authorized, executed and delivered valid and binding agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that enforcement
thereof may be limited by: (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors’ rights generally; (b) general principles of equity (regardless of whether enforceability
is considered in a proceeding at law or in equity); (c) public policy considerations which may limit the rights of parties to obtain remedies;
(d) the waivers of any usury defense contained in the Indenture or Offered Debt Securities which may be unenforceable; (e) requirements
that a claim with respect to any Offered Debt Securities denominated in a currency, currency unit or composite currency other than United
States dollars (or a judgment denominated other than in United States dollars in respect of such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (f) governmental authority to limit, delay
or prohibit the making of payments outside the United States or in foreign currencies, currency units or composite currencies.
5.
With respect to any Warrants offered by the Company, including any Indeterminate Securities (the “Offered Warrants”),
when the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant
Agreement and duly issued and sold in the applicable form to be filed as an exhibit to the Registration Statement or any amendment thereto
and in the manner contemplated in the Registration Statement or any prospectus supplement or term sheet relating thereto, the Offered
Warrants (including any Warrants duly issued upon exercise, settlement, exchange or conversion of any Preferred Stock, Debt Securities,
Warrants, Purchase Contracts or Units), when issued and sold in accordance with the applicable Warrant Agreement and the applicable underwriting
agreement or any other duly authorized, executed and delivered valid and binding agreement, will be duly authorized and validly issued
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except to the extent that enforcement thereof may be limited by: (a) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally; (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity); and (c) public policy considerations which may
limit the rights of parties to obtain remedies.
6.
With respect to any Purchase Contracts offered by the Company, including any Indeterminate Securities (the “Offered Purchase
Contracts”), when the applicable Offered Purchase Contracts have been duly executed and delivered and duly issued and sold in
the applicable form to be filed as an exhibit to the Registration Statement or any amendment thereto and in the manner contemplated in
the Registration Statement or any prospectus supplement or term sheet relating thereto, the Offered Purchase Contracts (including any
Purchase Contracts duly issued upon exercise, settlement, exchange or conversion of any Preferred Stock, Debt Securities, Warrants, Purchase
Contracts or Units), when issued and sold in accordance with the applicable Purchase Contract Agreement and the applicable underwriting
agreement or any other duly authorized, executed and delivered valid and binding agreement, will be duly authorized and validly issued
and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except to the extent that enforcement thereof may be limited by: (a) bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally; (b) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in equity) and (c) public policy considerations which may
limit the rights of parties to obtain remedies.
| Atlantic Union Bankshares Corporation | |
| August 6, 2024 |
| Page 6 |
7.
With respect to any Units, including any Indeterminate Securities (the “Offered Units”), when (a) any Debt Securities
of the Company included in such Offered Units have been duly issued and paid for in the manner contemplated in the Registration Statement
and any prospectus supplement relating thereto; and (b) the Offered Units have been duly executed, delivered, countersigned, issued and
sold in accordance with the provisions of the applicable Unit Agreement in the applicable form to be filed as an exhibit to the Registration
Statement or any amendment thereto and in the manner contemplated in the Registration Statement or any prospectus supplement or term sheet
relating thereto, the Offered Units (including any Units duly issued upon exercise, settlement, exchange or conversion of any Preferred
Stock, Debt Securities, Warrants, Purchase Contracts or Units), when issued and sold in accordance with the applicable Unit Agreement
and the applicable purchase agreement or any other duly authorized, executed and delivered valid and binding agreement, or upon due conversion,
exercise or exchange of any Debt Securities, will be valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that enforcement thereof may be limited by: (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii)
general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
Our opinion is as of the date
hereof and we have no responsibility to update this opinion for events and circumstances occurring after the date hereof or as to facts
relating to prior events that are subsequently brought to our attention and we disavow any undertaking to advise you of any changes in
law.
We hereby consent to the filing
of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Validity of Securities”
in the Prospectus and Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.
| |
Very truly yours, |
| |
|
| |
/s/ Troutman Pepper Hamilton Sanders LLP |
| |
|
| |
Troutman Pepper Hamilton Sanders LLP |
Exhibit 15.1
The Shareholders and Board of Directors of Atlantic Union Bankshares
Corporation:
We are aware of the incorporation by reference in the Registration
Statement (Form S-3) and related Prospectus of Atlantic Union Bankshares Corporation for the registration of common stock, preferred
stock, depositary shares, debt securities, warrants, purchase contracts, and units of our reports dated May 2, 2024 and August 6,
2024 relating to the unaudited consolidated interim financial statements of Atlantic Union Bankshares Corporation that are included in
its Form 10-Qs for the quarters ended March 31, 2024 and June 30, 2024.
/s/ Ernst & Young LLP
Richmond, Virginia
August 6, 2024
Exhibit 23.1
Consent of Independent Registered Public Accounting
Firm
We consent to the reference to our firm under
the caption "Experts" in this Registration Statement (Form S-3) and related Prospectus of Atlantic Union Bankshares Corporation
for the registration of common stock, preferred stock, depositary shares, debt securities, warrants, purchase contracts and units and
to the incorporation by reference therein of our reports dated February 22, 2024, with respect to the consolidated financial statements
of Atlantic Union Bankshares Corporation, and the effectiveness of internal control over financial reporting of Atlantic Union Bankshares
Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Richmond, Virginia
August 6, 2024
S-3
S-3ASR
EX-FILING FEES
0000883948
Atlantic Union Bankshares Corp
0000883948
2024-08-01
2024-08-01
0000883948
1
2024-08-01
2024-08-01
0000883948
2
2024-08-01
2024-08-01
0000883948
3
2024-08-01
2024-08-01
0000883948
4
2024-08-01
2024-08-01
0000883948
5
2024-08-01
2024-08-01
0000883948
6
2024-08-01
2024-08-01
0000883948
7
2024-08-01
2024-08-01
iso4217:USD
xbrli:pure
xbrli:shares
|
Calculation of Filing Fee Tables
|
|
S-3
|
|
Atlantic Union Bankshares Corp
|
|
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
Security Type
|
Security Class Title
|
Fee Calculation or Carry Forward Rule
|
Amount Registered
|
Proposed Maximum Offering Price Per Unit
|
Maximum Aggregate Offering Price
|
Fee Rate
|
Amount of Registration Fee
|
Carry Forward Form Type
|
Carry Forward File Number
|
Carry Forward Initial Effective Date
|
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
|
|
Newly Registered Securities
|
|
Fees to be Paid
|
1
|
Equity
|
Common Stock, par value $1.33 per share
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
2
|
Equity
|
Preferred Stock, par value $10.00 per share
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
3
|
Equity
|
Depositary Shares
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
4
|
Debt
|
Debt Securities
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
5
|
Other
|
Purchase Contracts
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
6
|
Other
|
Warrants
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees to be Paid
|
7
|
Other
|
Units
|
457(r)
|
|
|
|
0.0001476
|
|
|
|
|
|
|
Fees Previously Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carry Forward Securities
|
|
Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts:
|
|
$
0.00
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fees Previously Paid:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Total Fee Offsets:
|
|
|
|
$
0.00
|
|
|
|
|
|
|
|
|
Net Fee Due:
|
|
|
|
$
0.00
|
|
|
|
|
|
1
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
|
|
|
2
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
|
|
|
3
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
|
|
|
4
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
(d) This registration statement covers senior and subordinated debt securities.
|
|
|
|
5
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
|
|
|
6
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
|
|
|
7
|
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
|
|
v3.24.2.u1
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v3.24.2.u1
Offerings
|
Aug. 01, 2024 |
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common Stock, par value $1.33 per share
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Preferred Stock, par value $10.00 per share
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
| Offering: 3 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Depositary Shares
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
| Offering: 4 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Debt
|
| Security Class Title |
Debt Securities
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
(d) This registration statement covers senior and subordinated debt securities.
|
| Offering: 5 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Purchase Contracts
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
| Offering: 6 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Warrants
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
|
| Offering: 7 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(r) |
true
|
| Security Type |
Other
|
| Security Class Title |
Units
|
| Fee Rate |
0.01476%
|
| Offering Note |
(a) The securities covered by this registration statement may be sold or otherwise distributed separately, together or as units with other securities covered by this registration statement.
(b) In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant hereby defers payment of the registration fee required in connection with this registration statement. In connection with the securities offered hereby, the Registrant will pay "pay-as-you-go" registration fees in accordance with Rule 456(b). The Registrant will calculate the registration fee applicable to an offer of securities pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
(c) An unspecified aggregate initial public offering price or number of the securities of each identified class is being registered as may from time to time be offered at unspecified prices by the registrant or by one or more selling security holders. Separate consideration may or may not be received for securities that are issuable upon conversion or exchange of other securities or that are issued in units with other securities registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act, this registration statement covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.
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-Number 230
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Atlantic Union Bankshares (NYSE:AUB)
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From Oct 2024 to Nov 2024
Atlantic Union Bankshares (NYSE:AUB)
Historical Stock Chart
From Nov 2023 to Nov 2024
