UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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October 4, 2018
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Date of Report
(Date of earliest event reported)
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UNION BANKSHARES CORPORATION
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(Exact name of registrant as specified in its charter)
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Virginia
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0-20293
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54-1598552
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(State or other jurisdiction
of incorporation)
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(SEC Commission
File Number)
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(IRS Employer
Identification Number)
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1051 East Cary Street
Suite 1200
Richmond, Virginia
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23219
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code:
(804) 633-5031
Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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ý
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Written
communications pursuant to Rule 425 under the Securities Act
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
UNION BANKSHARES CORPORATION
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On October 4, 2018, Union Bankshares Corporation
(“Union”), a Virginia corporation and the parent holding company of Union Bank & Trust (“Union Bank”),
and Access National Corporation (“Access”), a Virginia corporation and the parent holding company of Access National
Bank, entered into an Agreement and Plan of Reorganization (the “Agreement”), pursuant to which, subject to the terms
and conditions of the Agreement, among other things, (i) Access will merge with and into Union (the “Merger”), with
Union continuing as the surviving corporation in the Merger and (ii) following the Merger, Access National Bank will merge with
and into Union Bank, with Union Bank continuing as the surviving bank (together with the Merger, the “Mergers”). Union
is referred to herein as the “Continuing Corporation” whenever reference is made to it as of the effective time of
the Merger or thereafter.
Subject to the terms and conditions of
the Agreement, upon the consummation of the Merger, each share of common stock, par value $0.835 per share, of Access (“Access
Common Stock”), will be converted into the right to receive 0.75 of a share of common stock, par value $1.33 per share, of
the Continuing Corporation (“Union Common Stock”).
The Agreement contains customary representations
and warranties and covenants by Union and Access, including, among others, covenants relating to (1) the conduct of each party’s
business during the period prior to the consummation of the Merger, (2) each party’s obligations to facilitate its shareholders’
consideration of, and voting upon, the Agreement and the Merger as well as, in the case of Union, the issuance of shares of Union
Common Stock in connection with the Merger (the “Union Share Issuance”), (3) the recommendation by the parties’
respective boards of directors in favor of approval of the Agreement and the Mergers, and, in the case of Union, the Union Share
Issuance, and (4) Access’s non-solicitation obligations relating to alternative business combination transactions. Furthermore,
the Agreement provides that, following the consummation of the Merger, Michael W. Clarke, President and Chief Executive Officer
of Access, will join the Union board.
The Merger is subject to customary closing
conditions, including, among others, (1) approval of the Merger by the shareholders of Access and Union and the approval of the
Union Share Issuance by the shareholders of Union, (2) receipt of required regulatory approvals, (3) the absence of any law or
order prohibiting the consummation of the transactions contemplated by the Agreement (including the Mergers), (4) the effectiveness
of the registration statement for the Union Common Stock to be issued in the Merger, (5) the approval of the listing on the Nasdaq
Global Select Market of the Union Common Stock to be issued in the Merger and (6) receipt by each party of an opinion from its
respective counsel to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a)
of the Internal Revenue Code of 1986, as amended.
Each party’s obligation to consummate
the Mergers is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy
of the representations and warranties of the other party and (2) performance in all material respects by the other party of its
obligations under the Agreement. Union’s obligation to consummate the Mergers is also subject to the receipt of regulatory
approvals without the imposition of a condition that would reasonably be expected to be materially financially burdensome to the
business, operations, financial condition or results of operations on Union’s business or on the business of Access or Access
National Bank.
The Agreement provides certain termination
rights for both Union and Access and further provides that a termination fee of $25,000,000 will be payable by either Union or
Access, as applicable, upon termination of the Agreement under certain circumstances.
The representations, warranties and covenants
of each party set forth in the Agreement have been made only for purposes of, and were and are solely for the benefit of the parties
to, the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable
to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were
made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties
(1) will not survive consummation of the Mergers, unless otherwise specified therein, and (2) were made only as of the date of
the Agreement or such other date as is specified in the Agreement. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected
in the parties’ public disclosures. Accordingly, the Agreement is included with this filing only to provide investors with
information regarding the terms of the Agreement, and not to provide investors with any other factual information regarding Union
or Access, their respective affiliates or their respective businesses. The Agreement should not be read alone, but should instead
be read in conjunction with the other information regarding Union, Access, their respective affiliates or their respective businesses,
the Agreement and the Mergers that will be contained in, or incorporated by reference into, the Registration Statement on Form
S-4 that will include a joint proxy statement of Union and Access and a prospectus of Union, as well as in the Forms 10-K, Forms
10-Q, Forms 8-K and other filings that each of Union and Access make, as applicable, with the U.S. Securities and Exchange Commission
(the “SEC”).
The foregoing summary of the Agreement
is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit
2.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Affiliate Agreements
In connection with the Agreement, Union
entered into Affiliate Agreements with Access and directors of Access and Union and certain executive officers of Access (the “Affiliate
Agreements”). The shareholders that are party to the Affiliate Agreements beneficially own in the aggregate approximately
11.5% of the outstanding shares of Access Common Stock and 0.8% of the outstanding shares of Union Common Stock, as
of October 4, 2018. The Affiliate Agreements require, among other things, that the shareholder party thereto vote his or her shares
of Access Common Stock or Union Common Stock, as applicable, in favor of the Merger and the other transactions contemplated by
the Agreement and against alternative transactions and not to, directly or indirectly, assign, sell, transfer or otherwise dispose
of his or her shares of Access Common Stock or Union Common Stock, as applicable, subject to certain exceptions.
The foregoing description of the Affiliate
Agreements does not purport to be complete and is qualified in its entirety by reference to the forms of Affiliate Agreement, which
are attached to this Current Report as Exhibit 10.1 and Exhibit 10.2, and incorporated by reference herein.
Important Additional Information will be Filed with the
SEC
This Form 8-K does not constitute an offer
to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed
acquisition by Union of Access. No offer of securities shall be made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
In connection with the proposed acquisition,
Union will file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement of Union and Access
and a prospectus of Union (the “Joint Proxy/Prospectus”), and each of Union and Access may file with the SEC other
relevant documents concerning the proposed transaction. A definitive Joint Proxy/Prospectus will be sent to the shareholders of
Union and Access.
Investors and shareholders of Union and Access are urged to read carefully and in their entirety the Registration
Statement and Joint Proxy/Prospectus when they become available and any other relevant documents filed with the SEC by Union and
Access, as well as any amendments or supplements to those documents, because they will contain important information about the
proposed transaction.
Investors and shareholders may obtain free
copies of the Registration Statement and the Joint Proxy/Prospectus (when available) and other documents filed with the SEC by
Union and Access through the website maintained by the SEC at www.sec.gov. Free copies of the Registration Statement and the Joint
Proxy/Prospectus and other documents filed with the SEC also may be obtained by directing a request by telephone or mail to Union
Bankshares Corporation, 1051 East Cary Street, Suite 1200, Richmond, Virginia 23219, Attention: Investor Relations (telephone:
(804) 633-5031), or Access National Corporation, 1800 Robert Fulton Drive, Suite 300, Reston, VA 20191. Attention: Sheila Linton
(telephone: (703) 871-2100), or by accessing Union’s website at www.bankatunion.com under “Investor Relations”
or Access’s website at www.accessnationalbank.com under “Investor Relations.” The information on Union’s
and Access’s websites is not, and shall not be deemed to be, a part of this Form 8-K or incorporated into other filings either
company makes with the SEC.
Participants in the Solicitation
Union, Access and their respective directors
and certain of their executive officers and employees may be deemed to be participants in the solicitation of proxies from the
shareholders of Union or Access in connection with the proposed transaction. Information about the directors and executive officers
of Union and their ownership of Union Common Stock is set forth in the proxy statement for Union’s 2018 annual meeting of
shareholders, which was filed with the SEC on March 21, 2018. Information about the directors and executive officers of Access
and their ownership of Access Common Stock is set forth in the proxy statement for Access’s 2018 annual meeting of shareholders,
which was filed with the SEC on April 12, 2018. Information regarding the persons who may, under the rules of the SEC, be deemed
participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Joint Proxy/Prospectus and other relevant materials to be filed with the SEC when they become available.
Free copies of these documents may be obtained as described above.
Forward-Looking Statements
Certain statements in this Form 8-K may
constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, without limitation, projections, predictions, expectations, or beliefs about future events
or results and are not statements of historical fact. Such statements also include statements as to the anticipated impact of the
Union acquisition of Access, including future financial and operating results, ability to successfully integrate the combined businesses,
the amount of cost savings, overall operational efficiencies and enhanced revenues as well as other statements regarding the acquisition.
Such forward-looking statements are based on various assumptions as of the time they are made, and are inherently subject to known
and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking
statements are often accompanied by words that convey projected future events or outcomes such as “expect,” “believe,”
“estimate,” “plan,” “project,” “anticipate,” “intend,” “will,”
“may,” “view,” “opportunity,” “potential,” or words of similar meaning or other
statements concerning opinions or judgment of Union or Access or their management about future events. Although each of Union and
Access believes that its expectations with respect to forward-looking statements are based upon reasonable assumptions within the
bounds of its existing knowledge of its business and operations, there can be no assurance that actual results, performance, or
achievements of Union or Access will not differ materially from any projected future results, performance, or achievements expressed
or implied by such forward-looking statements. Actual future results, performance or achievements may differ materially from historical
results or those anticipated depending on a variety of factors, including but not limited to, the businesses of Union and Access
may not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected, expected
revenue synergies and cost savings from the proposed acquisition may not be fully realized or realized within the expected time
frame, revenues following the proposed acquisition may be lower than expected, customer and employee relationships and business
operations may be disrupted by the proposed acquisition, the diversion of management time on acquisition-related issues, changes
in Union’s share price before closing, risks relating to the potential dilutive effect of shares of Union Common Stock to
be issued in the proposed transaction, the ability to obtain regulatory, shareholder or other approvals or other conditions to
closing on a timely basis or at all, the ability to close the proposed acquisition on the expected timeframe, or at all, and that
closing may be more difficult, time-consuming or costly than expected, the reaction to the proposed acquisition of the companies’
customers, employees and counterparties, and other risk factors, many of which are beyond the control of Union and Access. We refer
you to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” sections of Union’s Annual Report on Form 10-K for the year ended December 31, 2017 and Access’s
Annual Report on Form 10-K for the year ended December 31, 2017 and comparable “risk factors” sections of Union’s
and Access’s Quarterly Reports on Form 10-Q and other filings, which have been filed with the SEC and are available on the
SEC’s website at www.sec.gov. All of the forward-looking statements made in this Form 8-K are expressly qualified by the
cautionary statements contained or referred to herein. The actual results or developments anticipated may not be realized or, even
if substantially realized, they may not have the expected consequences to or effects on Union, Access or their respective businesses
or operations. Readers are cautioned not to rely too heavily on the forward-looking statements contained in this Form 8-K. Forward-looking
statements speak only as of the date they are made and neither Union nor Access undertakes any obligation to update, revise or
clarify these forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Exhibits.
(d) Exhibits
Exhibit 2.1 –
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Agreement and Plan of Reorganization, dated October 4, 2018, by and between Union Bankshares Corporation and Access National Corporation*
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Exhibit 10.1 –
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Form of Affiliate Agreement, dated October 4, 2018, by and between Union Bankshares Corporation, Access National Corporation and certain shareholders of Access National Corporation
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Exhibit 10.2 –
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Form of Affiliate Agreement, dated October 4, 2018, by and between Union Bankshares Corporation, Access National Corporation and certain shareholders of Union Bankshares Corporation
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* Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the SEC upon request; provided, however, that
the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any
document so furnished.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned,
hereunto duly authorized.
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UNION BANKSHARES CORPORATION
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Date: October 5, 2018
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By:
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/s/ Robert M. Gorman
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Name:
Title:
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Robert M. Gorman
Executive Vice President and
Chief Financial Officer
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