Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 02 2020 - 4:45PM
Edgar (US Regulatory)
PRICING TERM SHEET
Filed Pursuant to Rule 433
Registration No. 333-220398
June 2, 2020
ATLANTIC UNION BANKSHARES CORPORATION
6,000,000 Depositary Shares
Each representing a 1/400th interest in a share of
6.875% Perpetual Non-Cumulative Preferred Shares, Series A, par value $10.00 per share
(Liquidation Preference $10,000.00 Per Preferred Share)
Issuer:
|
Atlantic Union Bankshares Corporation (the “Company”)
|
Security Type:
|
Depositary Shares (“Depositary Shares”), each representing a 1/400th interest in a share of the Company’s 6.875% Perpetual Non-Cumulative Preferred Shares, Series A, par value $10.00 per share (“Preferred Shares”), liquidation preference of $10,000.00 per Preferred Share (equivalent to $25 per Depositary Share)
|
Size:
|
6,000,000
Depositary Shares ($150,000,000 aggregate liquidation preference); or 6,900,000 Depositary Shares
($172,500,000 aggregate liquidation preference) if the underwriters exercise their option to purchase
additional Depositary Shares in full
|
Option to Purchase Additional Shares:
|
Up
to 900,000 additional Depositary Shares
|
Trade Date:
|
June 2, 2020
|
Settlement Date*:
|
June 9, 2020 (T+5)
|
Maturity:
|
Perpetual
|
Liquidation Preference:
|
$10,000 per Preferred Share (equivalent to $25 per Depositary Share)
|
Ratings**:
|
BBB- (Kroll)
|
Dividend Payment Dates:
|
Commencing on September 1, 2020, quarterly in arrears on the
first day of March, June, September and December of each year, only when, as and if declared
Upon the payment of any dividends on the Preferred Shares, holders
of Depositary Shares will receive a proportionate payment
|
Dividend Rate (Non-Cumulative):
|
6.875% per annum
|
Optional Redemption:
|
On and after September 1, 2025, the Preferred Shares represented by the Depositary Shares will be redeemable at the Company’s option, in whole or in part, from time to time, on any dividend payment date at a redemption price equal to $10,000 per Preferred Share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends
At
any time within 90 days following a regulatory capital treatment event (as defined in the preliminary prospectus supplement dated
June 2, 2020), the Preferred Shares represented by the Depositary Shares will be redeemable at the Company’s option, in
whole but not in part, at a redemption price equal to $10,000 per Preferred Share (equivalent to $25 per Depositary Share), plus
any declared and unpaid dividends
Any redemption of the Preferred Shares is subject to the Company’s receipt of any required
prior approval by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) and to the satisfaction
of any conditions set forth in the capital guidelines or regulations of the Federal Reserve applicable to redemption of the Preferred
Shares
|
Public Offering Price:
|
$25 per Depositary Share
|
Underwriting Discounts***:
|
$0.7875
per Depositary Share
|
Proceeds to the Company, before expenses***:
|
$145,275,000
|
Expected Listing:
|
The Company has applied to list the Depositary Shares on the Nasdaq Global Select Market under the symbol “AUBAP”
|
CUSIP / ISIN:
|
04911A 206 / US04911A2069
|
Use of Proceeds:
|
The Company intends to use the net proceeds from the sale of the Depositary Shares for general corporate purposes in the ordinary course of our business. General corporate purposes may include repayment of debt, loan funding, acquisitions, additions to working capital, capital expenditures and investments in the Company’s subsidiaries
|
Joint Book-Running Managers:
|
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Keefe, Bruyette & Woods, Inc.
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
UBS Securities LLC
Piper Sandler & Co.
|
*Note: The underwriters expect to deliver the depositary shares
in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear System
and Clearstream Banking, S.A. on or about June 9, 2020, which is the fifth business day following the date of the pricing of the
depositary shares. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally
are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers
who wish to trade depositary shares on any date prior to the second business day before delivery will be required by virtue of
the fact that the depositary shares initially will settle in five business days to specify alternative settlement arrangements
to prevent a failed settlement.
**Note: A securities rating is not a recommendation to buy, sell
or hold securities and may be subject to revision or withdrawal at any time.
***Note: This assumes no exercise of the underwriters’
option to purchase additional Depositary Shares.
The Company has filed a registration statement (including a
preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission
(SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this
offering, the Company’s prospectus in that registration statement and any other documents the Company has filed with the
SEC for more complete information about the Company and this offering. You may get these documents for free by searching the SEC
online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Morgan Stanley &
Co. LLC at 1-866-718-1649; by calling BofA Securities, Inc. at 800-294-1322; by calling Keefe, Bruyette & Woods, Inc. at 1-800-966-1559;
by calling Raymond James & Associates, Inc. at 800-248-8863; by calling RBC Capital Markets, LLC at 1-866-375-6829; by calling
UBS Securities LLC at 888-827-7275; or by emailing Piper Sandler & Co. at fsg-dcm@psc.com.
Atlantic Union Bankshares (NASDAQ:AUB)
Historical Stock Chart
From Mar 2024 to Apr 2024
Atlantic Union Bankshares (NASDAQ:AUB)
Historical Stock Chart
From Apr 2023 to Apr 2024