United Bankshares, Inc. (NASDAQ:UBSI) Files An 8-K Other Events

Item8.01

On March14, 2017, Cardinal Financial Corporation, a Virginia
corporation (Cardinal), reached an agreement with plaintiffs to
resolve certain litigation initiated in response to the
announcement of the Agreement and Plan of Reorganization (the
Merger Agreement), dated August17, 2016, by and among Cardinal,
United Bankshares, Inc., a West Virginia corporation (United
Bankshares), and UBV Holding Company, LLC, a Virginia limited
liability company and wholly-owned subsidiary of United
Bankshares (UBV). to the Merger Agreement, Cardinal will merge
with and into UBV (the Merger), at which time Cardinal will cease
to exist and UBV will survive and continue to exist as a Virginia
limited liability company.

As described in the prospectus and joint proxy statement of
Cardinal and United Bankshares, dated February13, 2017 (the Proxy
Statement), on December20, 2016, Henry Kwong, individually and
purportedly on behalf of all other Cardinal shareholders, filed a
putative class action complaint in the U.S. District Court for
the Eastern District of Virginia, Alexandria Division (Case
No.1:16-cv-01582-TSE-MSN), challenging the Merger. On January11,
2017, a separate putative class action complaint was filed by
Kyle Miller, individually and purportedly on behalf of all other
Cardinal shareholders, in the same court (Case
No.1:17-cv-00044-TSE-MSN). By Order dated January27, 2017, these
actions were consolidated for all purposes and merged, and, on
February14, 2017, the plaintiffs filed a consolidated amended
complaint. The plaintiffs generally claim that Cardinal and the
Cardinal directors violated federal securities laws by filing
with the Securities and Exchange Commission (the SEC) a
materially false and misleading prospectus and joint proxy
statement. The complaints seek, among other things, an order
enjoining the parties from proceeding with or consummating the
Merger, as well as other equitable relief or money damages in the
event that the transaction is completed.

In exchange for the plaintiffs voluntarily dismissing their
lawsuit, Cardinal has agreed to make additional information about
the Merger available to its shareholders. The additional
information is contained below in this Current Report on Form 8-K
(the Current Report). The additional information should be read
in conjunction with the Proxy Statement, which should be read in
its entirety.

The resolution of the litigation will not affect the
consideration to be paid by United Bankshares to Cardinal
shareholders in connection with the Merger, or the timing of the
respective special meetings of Cardinal shareholders and United
Bankshares shareholders.

Cardinal denies each of the allegations in the lawsuit and
believes the prior disclosures in the Proxy Statement are
accurate and complete in all materials respects, and that no
further disclosure is required under applicable law. However, to
avoid the risk that the lawsuit may delay or otherwise adversely
affect the consummation of the Merger, and to minimize the
expense and burden of defending such action, Cardinal has agreed
to make certain supplemental disclosures related to the proposed
Merger, all of which are set forth below. Nothing in this Current
Report shall be deemed an admission of the legal necessity or
materiality under applicable law of any of the disclosures set
forth herein.

Independent and unrelated to the litigation, Cardinal and United
Bankshares clarify the disclosure on page 114 relating to the
receipt of regulatory approvals as set forth below.

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SUPPLEMENT TO THE PROXY STATEMENT

The following information supplements the Proxy Statement and
should be read in conjunction with the Proxy Statement, which
should be read in its entirety. All page references in the
information below are to pages in the Proxy Statement, and terms
used in this Current Report have the meanings set forth in the
Proxy Statement, unless otherwise defined herein.

The following disclosure replaces the second sentence in the
first full paragraph of page75:

The Cardinal Peer Group consisted of publicly-traded holding
companies, banks and thrifts headquartered in Delaware,
Washington, DC, Maryland and Virginia with total assets between
$2.0 billion and $10.0 billion, excluding certain companies as
described below. Xenith Bankshares, Inc. was excluded from the
Cardinal Peer Group because it was the subject of an announced
merger transaction. The Bancorp, Inc. was excluded from the
Cardinal Peer Group because Sandler ONeill determined that it was
not comparable due to its unique business model.

The following disclosure is inserted prior to the final
sentence of the second full paragraph on page 77:

The table below sets forth the transaction metrics for each of
the Precedent Transactions analyzed by Sandler ONeill.

Precedent Transactions:

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The following disclosure replaces the first full sentence on
page78:

The terminal values were then discounted to present values using
different discount rates ranging from 6.7% to 11.7%, which took
into consideration an implied cost of equity of 5.8% derived from
a capital asset pricing model-based calculation and were chosen
to reflect different assumptions regarding required rates of
return of holders or prospective buyers of Cardinal common stock.

The following disclosure replaces the third sentence of the
first full paragraph on page 79:

The terminal values were then discounted to present values using
different discount rates ranging from 7.4% to 12.4% which took
into consideration an implied cost of equity of 5.8% derived from
a capital asset pricing model-based calculation and were chosen
to reflect different assumptions regarding required rates of
return of holders or prospective buyers of United Bankshares
common stock.

The following disclosure is inserted prior to the final
sentence of the first full paragraph on page 96:

Sandler ONeills financial analysis considered a number of
factors, including, among others, the anticipated issuance by
United Bankshares of a certain amount of perpetual preferred
stock.The fact that United Bankshares ultimately issued common
stock, rather than perpetual preferred stock, does not adversely
affect Sandlers financial analysis.

The following disclosure replaces the first sentence of the
fourth full paragraph on page 114:

As of the date of this prospectus and joint proxy statement, the
merger and other transactions contemplated by the merger
agreement have been approved by the Virginia Bureau of Financial
Institutions but have not yet been approved by the Federal
Reserve.

Additional Information About the Merger and Where to Find
It

In connection with the proposed Merger, United Bankshares has
filed with the SEC a registration statement on Form S-4 that was
declared effective by the SEC on February9, 2017. The Proxy
Statement, which forms a part of the Form S-4, was mailed to
Cardinal shareholders and United Bankshares shareholders on or
about February16, 2017. In addition, each of Cardinal and United
Bankshares may file other relevant documents concerning the
proposed Merger with the SEC. Investors and shareholders of
Cardinal and United Bankshares are urged to read the registration
statement on Form S-4, the Proxy 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 Cardinal, United Bankshares, the Merger, the persons
soliciting proxies in the Merger and their interests in the
Merger and related matters. Investors may obtain all documents
filed with the SEC by Cardinal and United Bankshares free of
charge at the SECs Internet site (http://www.sec.gov).In
addition, documents filed with the SEC by Cardinal will be
available free of charge from the Corporate Secretary of Cardinal
Financial Corporation, 8270 Greensboro Drive, Suite 500, McLean,
Virginia 22207; telephone (703)584-3400. Documents filed with the
SEC by United Bankshares will be available free of charge from
the Corporate Secretary of United Bankshares, Inc., 514 Market
Street, Parkersburg, West Virginia 26101; telephone
(304)424-8800. The Proxy Statement and the other documents may
also be obtained for free by accessing Cardinals Internet site at
www.cardinalbank.com under the tab About Us and then under the
heading Investor Relations and SEC Filings, or by accessing
United Bankshares Internet site at www.ubsi-inc.com under the tab
Investor Relations and then under the heading SEC Filings. You
are urged to read the Proxy Statement carefully before making a
decision concerning the Merger.

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Participants in the Transactions

Cardinal, United Bankshares and their respective directors,
executive officers and certain other members of management and
employees may be deemed participants in the solicitation of
proxies from United Bankshares shareholders in favor of the
Merger. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation
of the United Bankshares shareholders in connection with the
proposed Merger are set forth in the Proxy Statement.

You can find additional information about Cardinals executive
officers and directors in its Annual Report on Form 10-K for the
year ended December31, 2015 and in its definitive proxy statement
filed with the SEC on March24, 2016. You can find information
about the executive officers and directors of United Bankshares
in its Annual Report on Form 10-K for the year ended December31,
2015 and in its definitive proxy statement filed with the SEC on
April1, 2016. You can obtain free copies of these documents from
Cardinal or United Bankshares using the contact information
above.

Forward-Looking Statements

This Current Report contains forward-looking statements within
the meaning of Section27A of the Securities Act of 1933 and
Section21E of the Securities Exchange Act of 1934.These
forward-looking statements are intended to be covered by the safe
harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements about (i)the benefits of the business combination of
Cardinal and United Bankshares through the Merger, including
future financial and operating results, cost savings enhancements
to revenue and accretion to reported earnings that may be
realized from the Merger; (ii)Cardinals and United Bankshares
plans, objectives, expectations and intentions and other
statements contained in this Current Report that are not
historical facts; and (iii)other statements identified by words
such as expects, anticipates, intends, plans, believes, seeks,
estimates, targets, projects, or words of similar meaning
generally intended to identify forward-looking statements.These
forward-looking statements are based upon the current beliefs and
expectations of the respective managements of Cardinal and United
Bankshares and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are beyond the control of Cardinal and United Bankshares.
In addition, these forward-looking statements are subject to
assumptions with respect to future business strategies and
decisions that are subject to change. Actual results may differ
materially from the anticipated results discussed in these
forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1)the
businesses of Cardinal and United Bankshares may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
(2)the expected growth opportunities or cost savings from the
Merger may not be fully realized or may take longer to realize
than expected; (3)deposit attrition, operating costs, customer
losses and business disruption following the Merger, including
adverse effects on relationships with employees, may be greater
than expected; (4)the regulatory approvals required for the
Merger may not be obtained on the proposed terms or on the
anticipated schedule; (5)the shareholders of Cardinal may fail to
approve the Merger and the shareholders of United

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Bankshares may fail to approve (i)an amendment to United
Bankshares articles of incorporation to increase the number of
authorized shares of United Bankshares common stock, (ii)the
issuance of shares constituting 20% or more of United Bankshares
outstanding shares, and (iii)the Merger; (6)legislative or
regulatory changes, including changes in accounting standards,
may adversely affect the businesses in which Cardinal and United
Bankshares are engaged; (7)changes in the interest rate
environment may compress margins and adversely affect net
interest income; (8)results may be adversely affected by
continued diversification of assets and adverse changes to credit
quality; (9)competition from other financial services companies
in Cardinals and United Bankshares markets could adversely affect
operations; and (10)an economic slowdown could adversely affect
credit quality and loan originations.Additional factors that
could cause actual results to differ materially from those
expressed in the forward-looking statements are discussed in
Cardinals and United Bankshares reports (such as Annual Reports
on Form10-K, Quarterly Reports on Form10-Q and Current Reports on
Form8-K) filed with the SEC and available on the SECs Internet
site (http://www.sec.gov).

Cardinal and United Bankshares caution that the foregoing list of
factors is not exclusive. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters attributable to Cardinal or United Bankshares or
any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Cardinal and
United Bankshares do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.

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About United Bankshares, Inc. (NASDAQ:UBSI)

United Bankshares, Inc. (United) is a bank holding company. The Company has approximately two banking subsidiaries (the Banking Subsidiaries) doing business under the name of United Bank, one operating under the laws of West Virginia referred to as United Bank (WV) and the other operating under the laws of Virginia referred to as United Bank (VA). The Company operates through community banking segment. United also owns nonbank subsidiaries, which engage in other community banking services, such as asset management, real property title insurance, financial planning, and brokerage services. United, through its subsidiaries, engages in community banking and offers banking products and services permitted by law and regulation. Included among the banking services offered are the acceptance of deposits in checking, savings, time and money market accounts; the making and servicing of personal, commercial, floor plan and student loans, and the making of construction and real estate loans.

United Bankshares, Inc. (NASDAQ:UBSI) Recent Trading Information

United Bankshares, Inc. (NASDAQ:UBSI) closed its last trading session up +0.15 at 44.25 with 2,827,359 shares trading hands.