Union Bankshares Corporation (NASDAQ:UBSH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

On May 19, 2017, Union Bankshares Corporation (UBSH) entered into
an Agreement and Plan of Reorganization (the Merger Agreement)
with Xenith Bankshares, Inc. (XBKS). The Merger Agreement
provides that, upon the terms and subject to the conditions set
forth therein, XBKS will merge with and into UBSH (the Merger),
with UBSH as the surviving corporation in the Merger. Following
the Merger, XBKSs wholly owned subsidiary, Xenith Bank, will
merge with and into UBSHs wholly owned subsidiary, Union Bank
Trust, to a separate merger agreement and related plan of merger
(the Bank Merger), with Union Bank Trust as the surviving entity
in the Bank Merger. The Merger Agreement was approved and adopted
by the Board of Directors of each of UBSH and XBKS.

Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger (the Effective Time), XBKS
shareholders will have the right to receive 0.9354 shares (the
Exchange Ratio) of common stock, par value $1.33 per share, of
UBSH (UBSH Common Stock) (the Merger Consideration) in exchange
for each outstanding share of common stock, par value $0.01 per
share, of XBKS (XBKS Common Stock).

At the Effective Time, each option to purchase shares of XBKS
Common Stock, whether vested or unvested, that is outstanding and
unexercised immediately prior to the Effective Time will cease to
represent a right to acquire XBKS Common Stock and will be
automatically converted without any action on the part of the
holder thereof into the right to receive a cash payment in an
amount equal to the product of (i) the difference between (A) the
product of the average of the closing sale prices of UBSH Common
Stock on the NASDAQ Global Select Market (NASDAQ) for the 10 full
trading days ending on the trading day immediately preceding the
Effective Time and the Exchange Ratio (the Conversion Price) and
(B) the per share exercise price of the option immediately prior
to the Effective Time, and (ii) the number of shares of XBKS
Common Stock subject to such option, subject to any applicable
withholdings. Any options to purchase shares of XBKS Common Stock
with a per share exercise price in excess of the Conversion Price
will be cancelled without payment.

At the Effective Time, each warrant exercisable into shares of
XBKS Common Stock that is outstanding and unexercised immediately
prior to the Effective Time will be converted into a warrant to
acquire, on the same terms and conditions as were applicable
under such warrant immediately prior to the Effective Time, the
number of shares of UBSH Common Stock equal to the product of the
number of shares of XBKS Common Stock subject to such warrant
immediately prior to the Effective Time and the Exchange Ratio
(rounding any resultant fractional share down to the nearest
whole number of shares), at a price per share of UBSH Common
Stock equal to the price per share under the warrant divided by
the Exchange Ratio (rounding any resultant fractional cent up to
the nearest whole cent). XBKS will use its reasonable best
efforts to repurchase the warrant to purchase shares of XBKS
Common Stock originally issued to the U.S. Department of Treasury
to the Troubled Asset Relief Program Capital Purchase Program
prior to or in connection with the closing of the Merger.

At the Effective Time, each restricted stock award granted by
XBKS and each restricted stock unit award in respect of XBKS
Common Stock granted by XBKS will vest fully and be converted
into the right to receive the Merger Consideration in respect of
each share of XBKS Common Stock underlying such award.

The Merger Agreement contains customary representations and
warranties of both UBSH and XBKS, each with respect to its and
its subsidiaries businesses. Each party has also agreed to
customary covenants, including, among others, covenants relating
to (1) the conduct of its business during the interim period
between the execution of the Merger Agreement and the Effective
Time, (2) each partys obligation to call a meeting of its
shareholders to approve the Merger Agreement and the plan of
merger attached to the Merger Agreement (the Plan of Merger),
and, (3) subject to certain customary exceptions, for the Board
of Directors of each of UBSH and XBKS to recommend that its
shareholders approve the Merger Agreement and the Plan of Merger.
UBSH and XBKS have also agreed to customary non-solicitation
covenants relating to alternative acquisition proposals.

The completion of the Merger is subject to customary conditions,
including (1) approval of the Merger Agreement and the Plan of
Merger by XBKSs shareholders and by UBSHs shareholders, (2) the
receipt of required regulatory approvals, including the approval
of the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation and the Bureau of Financial
Institutions of the Virginia State Corporation Commission, (3)
effectiveness of the registration statement on Form S-4 for the
UBSH Common Stock to be issued in the Merger, (4) authorization
for listing on the NASDAQ of the shares of UBSH Common Stock to
be issued in the Merger and (5) the absence of any order, decree
or injunction that enjoins, prohibits or makes illegal the
consummation of the Merger. Each partys obligation to complete
the Merger 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, (2) performance in all material respects by the other
party of its obligations under the Merger Agreement, (3) receipt
by such party of an opinion from its counsel to the effect that
the Merger will qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code and (4) that the
Voting Agreements and Affiliate Agreements (described in Item
8.01 below) remain in full force and effect.

The Merger Agreement provides certain termination rights for both
UBSH and XBKS and further provides that a termination fee of
$26,500,000 will be payable by either UBSH or XBKS, as
applicable, in the event that the Merger Agreement is terminated
under certain circumstances.

The Merger Agreement provides that the Board of Directors of UBSH
will expand to 20 members from 18 members. UBSH will cause two
directors of XBKS to be appointed to the Board of Directors of
UBSH, each of whom will be chosen by the mutual agreement of UBSH
and XBKS.

The Merger is expected to close in the first quarter of 2018.

The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, which is
attached as Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated by reference herein. The representations, warranties
and covenants of each party set forth in the Merger Agreement
have been made only for purposes of, and were and are solely for
the benefit of the parties to, and those specifically identified
in, the Merger 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 Merger 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 Merger, unless otherwise
specified therein, and (2) were made only as of the date of the
Merger Agreement or such other date as is specified in the Merger
Agreement. Moreover, information concerning the subject matter of
the representations and warranties may change after the date of
the Merger Agreement, which subsequent information may or may not
be fully reflected in the parties public disclosures.
Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of
the Merger Agreement, and not to provide investors with any other
factual information regarding UBSH or XBKS, their respective
affiliates or their respective businesses. The Merger Agreement
should not be read alone, but should instead be read in
conjunction with the other information regarding UBSH, XBKS,
their respective affiliates or their respective businesses, the
Merger Agreement and the Merger 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 UBSH and
XBKS and a prospectus of UBSH, as well as in the filings that
each of UBSH and XBKS make with the Securities and Exchange
Commission (SEC).

Voting Agreements

Simultaneous with the execution of the Merger Agreement, UBSH and
XBKS entered into a Voting Agreement (a Voting Agreement) with
each of the following shareholders of XBKS: ACMO-HR, L.L.C.,
CapGen Capital Group VI LP, Carlyle Financial Services Harbor,
L.P., and BCP Fund I Virginia Holdings, LLC (the Institutional
Shareholders).

Each Institutional Shareholder agreed, among other things, to
vote the shares of XBKS Common Stock owned beneficially and over
which such Institutional Shareholder has voting power in favor of
the Merger Agreement, the Merger, the Plan of Merger and any
related matters and against any alternative acquisition proposal,
any corporate action the consummation of which would reasonably
be expected to frustrate the purposes, or prevent or materially
delay the consummation of, the transactions contemplated by the
Merger Agreement, any corporate action the consummation of which
would reasonably be expected to result in a breach of any
covenant, representation or warranty or any other obligation or
agreement of XBKS under the Merger Agreement and any other matter
relating to, or in connection with, any of the foregoing.

The Institutional Shareholders have agreed to customary lock-up
restrictions on the transfer of their shares of UBSH Common Stock
for a period of 60 days following the Effective Time. The
Institutional Shareholders have also agreed to customary
non-solicitation covenants relating to alternative acquisition
proposals. The Voting Agreements also provide that any investor
agreement between XBKS and such Institutional Shareholder will
terminate at the Effective Time. Each Institutional Shareholder
and UBSH have also agreed, at each Institutional Shareholders
option, to enter into a registration rights agreement within 30
days following the Effective Time, which registration rights
agreement would apply to up to all the shares of UBSH Common
Stock that the Institutional Shareholder, as of the Effective
Time, owns or has the right to receive to the terms of the Merger
Agreement.

The Voting Agreements will terminate in certain circumstances,
including at the Effective Time, upon the termination of the
Merger Agreement in accordance with its terms or upon entry into
any amendment to the Merger Agreement which reduces the
consideration payable to the shareholder or otherwise materially
and adversely impacts the shareholder. The foregoing description
of the Voting Agreements does not purport to be complete and is
qualified in its entirety by reference to the full text of the
Voting Agreements, a form of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference
herein.

Affiliate Agreements

Simultaneous with the execution of the Merger Agreement, UBSH and
XBKS entered into Affiliate Agreements with each of the directors
of XBKS (collectively, the UBSH Affiliate Agreements), and XBKS
and UBSH entered into substantially similar Affiliate Agreements
with each of the directors of UBSH (collectively with the UBSH
Affiliate Agreements, the Affiliate Agreements).

Each shareholder party to an Affiliate Agreement agreed, among
other things, to vote the shares of XBKS Common Stock or UBSH
Common Stock, as applicable, owned beneficially or of record by
such shareholder, and over which such shareholder has the sole
power to vote or direct the disposition, in favor of the Merger
Agreement and against any alternative acquisition proposal, any
action, proposal, transaction or agreement which could reasonably
be expected to result in a breach of any covenant, representation
or warranty or any other obligation or agreement of XBKS under
the Merger Agreement or of the shareholder under his or her
Affiliate Agreement and any other action, proposal, transaction
or agreement that could reasonably be expected to impede,
interfere with, delay, discourage, adversely affect or inhibit
the timely consummation of the Merger, as well as certain other
restrictions with respect to the voting and transfer of such
shareholders shares of XBKS Common Stock or UBSH Common Stock, as
applicable. The shareholders have also agreed to customary
non-solicitation covenants relating to alternative acquisition
proposals.

The Affiliate Agreements will terminate in certain circumstances,
including at the Effective Time or upon the termination of the
Merger Agreement in accordance with its terms. The foregoing
description of the Affiliate Agreements does not purport to be
complete and is qualified in its entirety by reference to the
full text of the Affiliate Agreements, forms of which are
attached as Exhibit 99.2 and Exhibit 99.3 to this Current Report
on Form 8-K and are incorporated by reference herein.

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 are statements that include projections, predictions,
expectations, or beliefs about future events or results or
otherwise are not statements of historical fact, are based on
certain assumptions as of the time they are made, and are
inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. Such statements are often
characterized by the use of qualified words (and their
derivatives) 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 UBSH or XBKS or their management about future
events. Such statements include statements as to the anticipated
Effective Time of the Merger. Although each of UBSH and XBKS
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 UBSH or XBKS will not differ materially from any
projected future results, performance, or achievements expressed
or implied by such forward-looking statements. Actual future
results and trends may differ materially from historical results
or those anticipated depending on a variety of factors, including
but not limited to: (1)the businesses of UBSH and XBKS may not be
integrated successfully or such integration may be more
difficult, time-consuming or costly than expected; (2)expected
revenue synergies and cost savings from the Merger may not be
fully realized or realized within the expected time frame;
(3)revenues following the Merger may be lower than expected;
(4)customer and employee relationships and business operations
may be disrupted by the Merger; (5)the ability to obtain required
regulatory and shareholder approvals, and the ability to complete
the Merger on the expected timeframe may be more difficult,
time-consuming or costly than expected; (6)changes in interest
rates, general economic conditions, tax rates,
legislative/regulatory changes, monetary and fiscal policies of
the U.S. government, including policies of the U.S. Treasury and
the Board of Governors of the Federal Reserve System; the quality
and composition of the loan and securities portfolios; demand for
loan products; deposit flows; competition; demand for financial
services in the companies respective market areas; their
implementation of new technologies; their ability to develop and
maintain secure and reliable electronic systems; and accounting
principles, policies, and guidelines, and (7)other risk factors
detailed from time to time in filings made by UBSH or XBKS with
the SEC. Forward-looking statements speak only as of the date
they are made and UBSH and XBKS undertake no obligation to update
or clarify these forward-looking statements, whether as a result
of new information, future events or otherwise.

Additional Information about the Proposed Transaction and
Where to Find It

In connection with the proposed Merger, UBSH will file with the
SEC a registration statement on Form S-4 to register the shares
of UBSH Common Stock to be issued to the shareholders of XBKS.
The registration statement will include a joint proxy statement
of UBSH and XBKS and a prospectus of UBSH. A definitive joint
proxy statement/prospectus will be sent to the shareholders of
UBSH and XBKS seeking their approval of the proposed Merger and
related matters. 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.Before making any
voting or investment decision, investors and shareholders of UBSH
and XBKS are urged to read carefully the entire registration
statement and joint proxy statement/prospectus when they become
available, including any amendments thereto, because they will
contain important information about the proposed
transaction.Free copies of these documents may be
obtained as described below.

Investors and shareholders of both companies are urged to read
the registration statement on Form S-4 and the joint proxy
statement/prospectus included within the registration statement
and any other relevant documents to be filed with the SEC in
connection with the proposed Merger because they will contain
important information about UBSH, XBKS and the proposed Merger.
Investors and shareholders of both companies are urged to review
carefully and consider all public filings by UBSH and XBKS with
the SEC, including but not limited to their Annual Reports on
Form 10-K, their proxy statements, their Quarterly Reports on
Form 10-Q, and their Current Reports on Form 8-K. Investors and
shareholders may obtain free copies of these documents through
the website maintained by the SEC at www.sec.gov. Free copies of
the joint proxy statement/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 Xenith Bankshares, Inc.,
901 E. Cary Street Richmond, Virginia, 23219, Attention: Thomas
W. Osgood (telephone: (804) 433-2200), or by accessing UBSHs
website at www.bankatunion.com under Investor Relations or XBKSs
website at www.xenithbank.com under Investor Relations under
About Us. The information on UBSHs and XBKSs websites is not, and
shall not be deemed to be, a part of this release or incorporated
into other filings either company makes with the SEC.

UBSH and XBKS and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of UBSH and/or XBKS in connection
with the proposed Merger. Information about the directors and
executive officers of UBSH is set forth in the proxy statement
for UBSHs 2017 annual meeting of shareholders filed with the SEC
on March 21, 2017. Information about the directors and executive
officers of XBKS is set forth in XBKSs Annual Report on Form
10-K, as amended, filed with the SEC on May 1, 2017. Additional
information regarding the interests of these participants and
other persons who may be deemed participants in the proposed
Merger may be obtained by reading the joint proxy
statement/prospectus regarding the proposed Merger when it
becomes available. Free copies of these documents may be obtained
as described above.

(d) Exhibits.

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.

Date: May 23, 2017

EXHIBIT INDEX

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.

Union Bankshares Corporation (NASDAQ:UBSH) Recent Trading Information

Union Bankshares Corporation (NASDAQ:UBSH) closed its last trading session up +1.50 at 32.86 with 859,489 shares trading hands.