Atlantic Union Bankshares Corp 8-K, filed Nov 15, 2021
Atlantic Union Bankshares Corp (AUB)
About this 8-K
Atlantic Union Bankshares Corp filed this 8-K on November 15, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On November 15, 2021, Atlantic Union Bankshares Corporation (the “Company”) provided a Notice of Redemption to the holders of $150,000,000 aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes due 2026 (the “Subordinated Notes”), which complied with requirements contained in the indenture and the supplemental indenture related to the Subordinated Notes of providing a Notice of Redemption not more than 60 days and not less than 30 days prior to the redemption date. The Subordinated Notes will be redeemed on December 15, 2021.
The Subordinated Notes will be redeemed in full at a redemption price equal to 100% of the principal amount of the Subordinated Notes plus accrued and unpaid interest, if any, to but excluding the redemption date. The aggregate redemption price, excluding accrued interest, will total approximately $150,000,000. Interest on the Subordinated Notes will no longer accrue on or after the redemption date. Payment of the redemption price for the Subordinated Notes will be made by U.S. Bank, National Association, as trustee.
A copy of the Notice of Redemption is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
99.1 |
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104 | | Cover Page Interactive Data File – the cover page iXBRL tags are embedded within the Inline XBRL document |
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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.
| ATLANTIC UNION BANKSHARES CORPORATION | ||
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Date: November 15, 2021 | By: | /s/ Robert M. Gorman |
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| Robert M. Gorman |
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| Executive Vice President and |
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| Chief Financial Officer |
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Exhibit 99.1
NOTICE OF FULL REDEMPTION
TO THE HOLDERS OF
Atlantic Union Bankshares Corporation
5.00% Fixed-to-Floating Rate Subordinated Notes due December 15, 2026
CUSIP No.: 90539J AA7
November 15, 2021
Pursuant to the Indenture, dated as of December 5, 2016 (the “Base Indenture”), between Atlantic Union Bankshares Corporation, a Virginia corporation (formerly known as Union Bankshares Corporation) (the “Company”) and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), as supplemented by the first supplemental indenture, dated as of December 5, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee, with respect to the Company’s 5.00% Fixed-to-Floating Rate Subordinated Notes due December 15, 2026 (the “Notes”), notice is hereby given of the Company’s redemption (the “Redemption”) of all $150,000,000 outstanding aggregate principal amount of the Notes.
In accordance with Section 11.04 of the Base Indenture, please note the following:
| 1. | The redemption date shall be December 15, 2021 (the “Redemption Date”). |
| 2. | The redemption price shall be equal to 100% of the principal amount of the Notes to be redeemed, plus unpaid interest, if any, accrued thereon to but excluding the Redemption Date. Unless the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest and Additional Amounts will cease to accrue on the Notes. |
| 3. | Payment of the Redemption Price will be made upon presentation and surrender of the Notes at the following address: |
Regular Mail or Courier:
U.S. Bank National Association
Global Corporate Trust
111 Filmore Ave. E.
St. Paul, MN 55107
The method chosen for delivery of the Notes is at the option and risk of the Holder. If delivery is by mail, use of registered or certified mail, properly insured, is suggested.
| 4. | Holders may be subject, under certain circumstances, to backup withholding with respect to the Redemption Price. Such backup withholding may be applicable if such Holder, among other things, fails to (i) furnish its correct taxpayer |
| identification number, (ii) certify that it is not subject to backup withholding or (iii) otherwise comply with applicable backup withholding requirements. A Holder who wishes to avoid the imposition of backup withholding should submit an Internal Revenue Service Form W-9 or W-8, as applicable, establishing an exemption from withholding when presenting a Note for payment. |
| 5. | The CUSIP number referred to above has been assigned to the Note by an organization not affiliated with the Company or the Trustee or any of their agents and is included solely for the convenience of the Holders of the Notes. Neither the Company nor the Trustee, nor any of their agents, shall be responsible for the selection or use of the CUSIP number, nor is any representation made as to their correctness or accuracy on the Notes or as indicated in this notice. |
| 6. | Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Indenture. |
ATLANTIC UNION BANKSHARES CORPORATION