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Atlantic Union Bankshares Corporation Completes Acquisition of Sandy Spring Bancorp, Inc.

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Atlantic Union Bankshares has completed its merger with Sandy Spring Bancorp, creating the largest regional banking franchise in the lower Mid-Atlantic. The transaction, valued at approximately $1.3 billion, involves converting each Sandy Spring share into 0.900 shares of Atlantic Union common stock.

The merger strengthens Atlantic Union's presence in Virginia and Maryland, with the combined entity having $38.7 billion in total assets, $32.1 billion in total deposits, and $30.0 billion in total loans held for investment on a pro forma basis as of December 31, 2024. Sandy Spring Bank has been merged into Atlantic Union Bank, and three former Sandy Spring directors have joined Atlantic Union's board.

Atlantic Union Bankshares ha completato la sua fusione con Sandy Spring Bancorp, creando la più grande franchigia bancaria regionale nel basso Mid-Atlantic. La transazione, del valore di circa 1,3 miliardi di dollari, prevede la conversione di ogni azione di Sandy Spring in 0,900 azioni di Atlantic Union.

La fusione rafforza la presenza di Atlantic Union in Virginia e Maryland, con l'entità combinata che possiede 38,7 miliardi di dollari in attivi totali, 32,1 miliardi di dollari in depositi totali e 30,0 miliardi di dollari in prestiti totali detenuti per investimento su base pro forma al 31 dicembre 2024. La Sandy Spring Bank è stata fusa in Atlantic Union Bank e tre ex direttori di Sandy Spring si sono uniti al consiglio di Atlantic Union.

Atlantic Union Bankshares ha completado su fusión con Sandy Spring Bancorp, creando la mayor franquicia bancaria regional en el bajo Mid-Atlantic. La transacción, valorada en aproximadamente 1.3 mil millones de dólares, implica convertir cada acción de Sandy Spring en 0.900 acciones de Atlantic Union.

La fusión fortalece la presencia de Atlantic Union en Virginia y Maryland, con la entidad combinada teniendo 38.7 mil millones de dólares en activos totales, 32.1 mil millones de dólares en depósitos totales y 30.0 mil millones de dólares en préstamos totales mantenidos para inversión en una base pro forma al 31 de diciembre de 2024. Sandy Spring Bank se ha fusionado con Atlantic Union Bank, y tres exdirectores de Sandy Spring se han unido a la junta de Atlantic Union.

애틀랜틱 유니온 뱅크셰어스샌디 스프링 뱅코프와의 합병을 완료하여 하위 미드 애틀랜틱에서 가장 큰 지역 은행 프랜차이즈를 만들었습니다. 약 13억 달러의 가치가 있는 이번 거래는 샌디 스프링의 각 주식을 애틀랜틱 유니온 보통주 0.900주로 전환하는 것을 포함합니다.

이번 합병은 애틀랜틱 유니온의 버지니아 및 메릴랜드에서의 입지를 강화하며, 결합된 기관은 2024년 12월 31일 기준으로 총 자산 387억 달러, 총 예금 321억 달러, 투자용으로 보유된 총 대출 300억 달러를 보유하고 있습니다. 샌디 스프링 뱅크는 애틀랜틱 유니온 뱅크로 합병되었으며, 세 명의 전 샌디 스프링 이사가 애틀랜틱 유니온의 이사회에 합류했습니다.

Atlantic Union Bankshares a terminé sa fusion avec Sandy Spring Bancorp, créant la plus grande franchise bancaire régionale dans le bas du Mid-Atlantic. La transaction, d'une valeur d'environ 1,3 milliard de dollars, implique la conversion de chaque action de Sandy Spring en 0,900 action de l'Atlantic Union.

La fusion renforce la présence d'Atlantic Union en Virginie et dans le Maryland, l'entité combinée ayant 38,7 milliards de dollars d'actifs totaux, 32,1 milliards de dollars de dépôts totaux et 30,0 milliards de dollars de prêts totaux détenus pour investissement sur une base pro forma au 31 décembre 2024. La Sandy Spring Bank a été fusionnée avec Atlantic Union Bank, et trois anciens directeurs de Sandy Spring ont rejoint le conseil d'administration d'Atlantic Union.

Atlantic Union Bankshares hat seine Fusion mit Sandy Spring Bancorp abgeschlossen und damit die größte regionale Bankfranchise im unteren Mid-Atlantic geschaffen. Die Transaktion, die mit etwa 1,3 Milliarden Dollar bewertet wird, beinhaltet die Umwandlung jeder Sandy Spring Aktie in 0,900 Aktien von Atlantic Union.

Die Fusion stärkt die Präsenz von Atlantic Union in Virginia und Maryland, wobei die kombinierte Einheit zum 31. Dezember 2024 über 38,7 Milliarden Dollar an Gesamtvermögen, 32,1 Milliarden Dollar an Gesamteinlagen und 30,0 Milliarden Dollar an Gesamtforderungen für Investitionen auf pro forma Basis verfügt. Die Sandy Spring Bank wurde in die Atlantic Union Bank integriert, und drei ehemalige Direktoren von Sandy Spring sind dem Vorstand von Atlantic Union beigetreten.

Positive
  • Creation of largest regional banking franchise in lower Mid-Atlantic
  • Significant expansion with $38.7B in total assets
  • Strong deposit base of $32.1B
  • Robust loan portfolio of $30.0B
  • Enhanced market presence in Virginia and Maryland
Negative
  • Potential share dilution due to stock-based transaction
  • Integration costs and risks associated with merger implementation

Insights

Atlantic Union's $1.3 billion acquisition of Sandy Spring Bancorp represents a significant consolidation in the Mid-Atlantic banking sector, creating a regional powerhouse with $38.7 billion in assets. The all-stock transaction structure (0.900 Atlantic Union shares per Sandy Spring share) suggests confidence in the combined entity's prospects and aligns shareholder interests.

This merger combines the top regional banks in Virginia and Maryland, establishing a dominant presence spanning from the Mid-Atlantic into the Southeast. The substantial scale increase provides Atlantic Union with enhanced competitive positioning against larger national banks operating in these markets.

The combined loan portfolio of $30 billion and deposit base of $32.1 billion creates meaningful economies of scale that should improve operational efficiency. Adding three Sandy Spring directors to Atlantic Union's board demonstrates commitment to governance continuity and institutional knowledge preservation.

This transaction reflects the ongoing consolidation trend among regional banks seeking sufficient scale to invest in technology, manage regulatory costs, and compete effectively with larger institutions. For Atlantic Union, this significantly enhances its market position as "the preeminent regional bank" in its target geography.

This acquisition transforms Atlantic Union into the dominant regional banking franchise across the lower Mid-Atlantic, with particular strength in the economically vital Virginia-Maryland corridor. The merger creates a unique entity as Atlantic Union becomes the first institution to successfully unite the leading regional banks from both states.

The transaction's timing appears strategic, enabling Atlantic Union to establish territorial dominance in markets underserved by the largest national banks while maintaining the regional focus and relationship orientation that typically distinguishes community banks. The enhanced scale ($38.7 billion in assets) provides Atlantic Union critical mass to better absorb technology investments and regulatory compliance costs.

The combined deposit base of $32.1 billion significantly improves Atlantic Union's funding profile and liquidity position. The bank's expanded footprint should enable more efficient capital deployment across a broader geography while reducing concentration risk in any single market.

For customers and communities, this merger potentially delivers a stronger lending partner with greater resources while maintaining regional decision-making. The involvement of key Sandy Spring directors on Atlantic Union's board suggests commitment to maintaining important customer relationships through the transition.

RICHMOND, Va.--(BUSINESS WIRE)-- Atlantic Union Bankshares Corporation (“Atlantic Union”) announced that it has completed its previously announced merger with Sandy Spring Bancorp, Inc. (“Sandy Spring”) today. This transaction strengthens Atlantic Union’s presence in Virginia and Maryland and creates the largest regional banking franchise headquartered in the lower Mid-Atlantic.

Under the terms of the merger agreement, each share of Sandy Spring common stock was converted into the right to receive 0.900 shares of Atlantic Union common stock, with cash to be paid in lieu of fractional shares. Based on the closing price of Atlantic Union common stock of $31.14 on Monday, March 31, 2025, the aggregate transaction value was approximately $1.3 billion.

“We are excited to have the Sandy Spring team officially join Atlantic Union Bank,” said John C. Asbury, President and CEO of Atlantic Union. “By bringing together the number one regional bank in Virginia and the number one regional bank in Maryland, we’ve created something that’s never existed before and establishes Atlantic Union as the preeminent regional bank, with Virginia as its linchpin, that spans the lower mid-Atlantic into the Southeast. We believe this transaction will help enable us to deliver sustainable long-term shareholder value.”

In accordance with the merger agreement, Mona Abutaleb Stephenson, Mark C. Micklem and Daniel J. Schrider have been appointed to the Boards of Directors of Atlantic Union and Atlantic Union Bank, effective as of the effective time of the merger.

Subsequent to the closing, on a pro forma basis as of December 31, 2024, before merger-related adjustments, Atlantic Union had $38.7 billion in total assets, $32.1 billion in total deposits and $30.0 billion in total loans held for investment. Sandy Spring’s subsidiary bank, Sandy Spring Bank, was merged into Atlantic Union Bank today.

About Atlantic Union Bankshares Corporation

Headquartered in Richmond, Virginia, Atlantic Union Bankshares Corporation (NYSE: AUB) is the holding company for Atlantic Union Bank. Certain non-bank financial services affiliates of Atlantic Union Bank include: Atlantic Union Equipment Finance, Inc., which provides equipment financing; Atlantic Union Financial Consultants, LLC, which provides brokerage services; and Union Insurance Group, LLC, which offers various lines of insurance products.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Examples of forward-looking statements include, but are not limited to, statements regarding our outlook and expectations with respect to the transaction. Such statements are often characterized by the use of qualified words (and their derivatives) such as “may,” “will,” “anticipate,” “could,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “project” and “intend,” as well as words of similar meaning or other statements concerning opinions or judgment of us or our management about future events. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions, include, among others, the following:

  • the possibility that the anticipated benefits of the transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy, competitive factors in the areas where we do business, or as a result of other unexpected factors or events;
  • the impact of purchase accounting with respect to the transaction, or any change in the assumptions used regarding the assets acquired and liabilities assumed to determine their fair value and credit marks;
  • the integration of the business and operations of Sandy Spring may take longer or be more costly than anticipated; and
  • other factors that may affect our future results, including, among others, changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates; deposit flows; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.

Although we believe that our expectations with respect to forward-looking statements are based upon reasonable assumptions within the bounds of our existing knowledge of our business and operations, there can be no assurance that our actual results will not differ materially from any projected future results expressed or implied by such forward-looking statements. Additional factors that could cause results to differ materially from those described above can be found in our most recent annual report on Form 10-K and other documents subsequently filed by us with the Securities Exchange Commission.

Investors are cautioned not to rely too heavily on any such forward-looking statements. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.

Beth Shivak, Senior Vice President and Director of Corporate Communications

Beth.Shivak@atlanticunionbank.com, 804.327.5746

Bill Cimino, Senior Vice President and Director of Investor Relations

Bill.Cimino@atlanticunionbank.com, 804.448.0937

Source: Atlantic Union Bankshares Corporation

FAQ

What is the value of Atlantic Union's acquisition of Sandy Spring Bancorp?

The acquisition is valued at approximately $1.3 billion, based on Atlantic Union's closing stock price of $31.14 on March 31, 2025.

What is the share conversion ratio in the Atlantic Union-Sandy Spring merger?

Each share of Sandy Spring common stock was converted into 0.900 shares of Atlantic Union common stock, with cash paid for fractional shares.

What are the combined assets of Atlantic Union after the Sandy Spring merger?

Post-merger, Atlantic Union has $38.7 billion in total assets, $32.1 billion in deposits, and $30.0 billion in loans held for investment.

How does the Sandy Spring merger impact Atlantic Union's market position?

The merger creates the largest regional banking franchise in the lower Mid-Atlantic, combining the top regional banks in Virginia and Maryland.
Atlantic Un Bankshares Corp

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