Item 8.01. Other Events.
As previously reported, on January 1, 2018, Union Bankshares
Corporation (“Union”), a Virginia corporation and the parent holding company of Union Bank & Trust, completed
its acquisition of Xenith Bankshares, Inc. (“Xenith”), a Virginia corporation, pursuant to an Agreement and Plan of
Reorganization, dated as of May 19, 2017, between Union and Xenith, and a related Plan of Merger (the “Xenith Acquisition”).
Union has included with this filing certain historical audited financial information with respect to Xenith.
Also as previously reported, on October
4, 2018, Union 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 continuing corporation in the Merger and (ii) following the Merger, Access National Bank will merge
with and into Union Bank & Trust, with Union Bank & Trust continuing as the continuing bank. The transaction is subject
to customary closing conditions, including, among others, receipt of required regulatory approvals and shareholder approvals by
Union and Access. In addition, as previously reported, on April 1, 2017, Access completed its acquisition of Middleburg Financial
Corporation (“Middleburg”), a Virginia corporation, pursuant to an Agreement and Plan of Reorganization, dated as of
October 21, 2016, between Access and Middleburg, and a related Plan of Merger (the “Middleburg Acquisition”). Union
has included with this filing certain historical audited financial information, with respect to Access and Middleburg, certain
historical unaudited financial information, with respect to Access, and certain additional unaudited pro forma financial information
giving effect to the Merger and the Xenith Acquisition as though they had been completed on the dates set forth in such information.
Union is filing this Current Report in order
to provide the aforementioned historical audited and unaudited financial information with respect to Xenith, Access and Middleburg,
as applicable, and certain additional unaudited pro forma financial information giving effect to the Merger and the Xenith Acquisition
as though they had been completed on the dates set forth in such information.
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 U.S. Securities and Exchange Commission (“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 that 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 those 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.