Union Bankshares Corporation (NASDAQ:UBSH) Files An 8-K Other Events

Item 8.01.

On May 22, 2017, Union Bankshares Corporation (Union) and Xenith
Bankshares, Inc. (Xenith) issued a joint press release announcing
the execution of an Agreement and Plan of Reorganization, dated
as of May 19, 2017, to which, subject to the terms and conditions
set forth therein, Xenith will merge with and into Union, with
Union as the surviving corporation in the merger. A copy of the
joint press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein. In addition, Union and Xenith
intend to conduct a joint conference call and webcast beginning
at 10:00 a.m., Eastern Daylight Time, on May 22, 2017. A copy of
the investor presentation that will be made available in
connection with such conference call and webcast is attached
hereto as Exhibit 99.2 and incorporated by reference herein.

Forward-Looking Statements

Certain statements in this Form 8-K and the documents
incorporated herein by reference 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 Union or Xenith or
their management about future events. Such statements include
statements as to the anticipated benefits of the merger,
including future financial and operating results, cost savings
and enhanced revenues as well as other statements regarding the
merger. Although each of Union and Xenith 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 Xenith 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 Union and Xenith 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 Union or Xenith
with the Securities and Exchange Commission (the SEC).
Forward-looking statements speak only as of the date they are
made and Union and Xenith undertake no obligation to update or
clarify these forward-looking statements, whether as a result of
new information, future events or otherwise.

Additional Information and Where to Find It

In connection with the proposed merger, Union will file with the
SEC a registration statement on Form S-4 to register the shares
of Union common stock to be issued to the shareholders of Xenith.
The registration statement will include a joint proxy statement
of Union and Xenith and a prospectus of Union. A definitive joint
proxy statement/prospectus will be sent to the shareholders of
Union and Xenith seeking their approval of the merger and related
matters. This release 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 Union and
Xenith 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 Union, Xenith and the proposed
transaction. Investors and shareholders of both companies are
urged to review carefully and consider all public filings by
Union and Xenith 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 Unions website at
www.bankatunion.com under Investor Relations or Xeniths website
at www.xenithbank.com under Investor Relations under About Us.
The information on Unions and Xeniths 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.

Union and Xenith and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of Union and/or Xenith in
connection with the merger. Information about the directors and
executive officers of Union is set forth in the proxy statement
for Unions 2017 annual meeting of shareholders filed with the SEC
on March 21, 2017. Information about the directors and executive
officers of Xenith is set forth in Xeniths 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 merger may be
obtained by reading the joint proxy statement/prospectus
regarding the merger when it becomes available. Free copies of
these documents may be obtained as described above.

(d) Exhibits.

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 00.00 at 31.72 with 161,959 shares trading hands.