UNION BANKSHARES CORPORATION (NASDAQ:UBSH) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets.

On February 1, 2019 (the “Closing Date”), Union Bankshares Corporation (“Union”), the parent holding company of Union Bank & Trust, completed the transactions contemplated by the Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, and a related Plan of Merger (the “Agreement”), by and between Union and Access National Corporation (“Access”), the parent holding company of Access National Bank. On the Closing Date, (i) Access was merged with and into Union, with Union continuing as the surviving corporation (the “Merger”) (the effective time of the Merger, the “Effective Time”) and (ii) shortly thereafter, Access National Bank was merged with and into Union Bank & Trust, with Union Bank & Trust continuing as the surviving bank (together with the Merger, the “Mergers”). The Mergers were described in the Registration Statement on Form S-4 (File No. 333-228455) filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 16, 2018 and amended on December 10, 2018 (the “Registration Statement”).

At the Effective Time, to the terms of the Agreement, each share of common stock, par value $0.835 per share, of Access, excluding certain specified shares owned by Union or Access, was converted into the right to receive 0.75 shares of common stock, par value $1.33 per share, of Union (“Union Common Stock”), with cash paid in lieu of fractional shares (the “Merger Consideration”).

The foregoing summary of the Agreement and the Mergers 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 the Registration Statement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

to the terms of the Agreement, the Union board of directors (the “Board”) appointed Michael W. Clarke to fill a vacancy on the Board, effective as of the Effective Time, to hold such office until the next annual meeting of Union’s shareholders and until his successor is elected and qualified or until his resignation or removal. Prior to the Merger, Mr. Clarke served as President and Chief Executive Officer of Access. In accordance with the terms of the Agreement, Mr. Clarke will be nominated for reelection at the next annual meeting of Union’s shareholders following the Effective Time. Mr. Clarke will be entitled to receive compensation as a non-employee member of the Board, as described the section entitled “Director Compensation” in Union’s 2018 Proxy Statement, filed with the SEC on March 21, 2018. In connection with such appointment, Mr. Clarke has been appointed to the Risk Committee of the Board.

Since the beginning of the last fiscal year there have been no related party transactions between Union and Mr. Clarke that would be reportable under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

On February 1, 2019, Union issued a press release announcing the consummation of the Mergers and rebranding. A copy of the press release is attached as Exhibit 99.1 hereto.

This information (including Exhibit 99.1) is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 8.01. Other Events.

Mr. Clarke entered into a consulting agreement with Union (the “Clarke Consulting Agreement”), effective as of the Effective Time. A description of the terms of the Clarke Consulting Agreement is set forth in the section titled “The Mergers-Interests of Access’s Directors and Executive Officers in the Mergers” of the Registration Statement and such description is incorporated herein by reference. The description of the Clarke Consulting Agreement is not complete and is subject to and qualified in its entirety by reference to the Clarke Consulting Agreement, a copy of which is attached as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of the businesses acquired.

(i) The audited consolidated balance sheets of Access as of December 31, 2017 and 2016, and the related audited consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and report of the independent auditor thereto, are incorporated herein by reference to the Registration Statement as well as to Union’s Current Report on Form 8-K filed on November 16, 2018.

(ii)The unaudited consolidated balance sheets of Access as of September 30, 2018 and December 31, 2017, and the related unaudited consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2018 and 2017 and consolidated statements of changes in shareholders’ equity and cash flows for the nine months ended September 30, 2018 and 2017, and the related notes thereto, are incorporated herein by reference to the Registration Statement as well as to Union’s Current Report on Form 8-K filed on November 16, 2018.

(b) Pro forma financial information.

(i)The unaudited pro forma condensed combined balance sheet of Union as of September 30, 2018, and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2018 and the year ended December 31, 2017, and the related notes thereto, are incorporated herein by reference to the Registration Statement as well as to Union’s Current Report on Form 8-K filed on November 16, 2018.

(d) Exhibits.

Union Bankshares Corp Exhibit
EX-99.1 2 accessclosingrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1         Union Bankshares Corporation Completes Acquisition of Access National Corporation; Intends to Rebrand its bank from Union Bank & Trust to Atlantic Union Bank RICHMOND,…
To view the full exhibit click here

About UNION BANKSHARES CORPORATION (NASDAQ:UBSH)

Union Bankshares Corporation, formerly Union First Market Bankshares Corporation, is a financial holding company and a bank holding company. The Company offers financial services through its community bank subsidiary, Union Bank & Trust and three non-bank financial services affiliates. The Company’s non-bank financial services affiliates are Union Mortgage Group, Inc. (UMG), Union Investment Services, Inc. and Union Insurance Group, LLC. The Company operates through two segments: its traditional full service community banking business and its mortgage banking business. The community bank segment includes one subsidiary bank, which provides loan, deposit, investment and trust services to retail and commercial customers throughout its over 131 retail locations in Virginia. The mortgage segment includes UMG, which provides a range of mortgage loan products in Virginia, North Carolina, South Carolina, Maryland, and the Washington D.C. metro area.