Atlantic Union Bankshares Corporation and Sandy Spring Bancorp jointly announced they have entered into a definitive merger agreement for Atlantic Union to acquire Sandy Spring in an all-stock transaction valued at approximately $1.6 billion. Combining the two organizations will create the largest regional bank headquartered in the lower Mid-Atlantic, and significantly enhance the combined company’s presence in Northern Virginia and Maryland.

Founded in 1868, Sandy Spring is headquartered in Olney, Maryland and has $14.4 billion in assets, $11.7 billion in total deposits and $11.5 billion in total loans as of September 30, 2024. The combined company will have pro forma total assets of $39.2 billion, total deposits of $32.0 billion and gross loans of $29.8 billion, based on financial data as of September 30, 2024. The combined company’s Mid-Atlantic banking presence will be enhanced through the addition of 53 branch locations and Atlantic Union will approximately double its wealth business by increasing assets under management by more than $6.5 billion.

“At our 2018 investor day, I noted that part of our long-term vision was to complete the ‘Golden Crescent’ from Baltimore, through Washington D.C. and Richmond to Hampton Roads and recreate a banking franchise that had not existed since the 1990s,” said John C. Asbury, President and Chief Executive Officer of Atlantic Union. “With today’s announcement of our partnership with Sandy Spring, Atlantic Union will create a preeminent regional bank, with Virginia as its linchpin, that spans the lower mid-Atlantic into the Southeast and that is committed to the communities it serves.”

“Our partnership with Atlantic Union is the right long-term decision for our shareholders, clients and employees. This combination will deliver enhanced scale, diversity in the market, and capabilities for our clients, and it will provide greater opportunities for our employees to grow within a larger organization,” said Daniel J. Schrider, Chair, President and CEO of Sandy Spring Bank. “Sandy Spring Bank and Atlantic Union Bank share a people-first approach to doing business and serving our communities, and together we will add even greater value to the individuals, families and businesses we serve across our expanded footprint.”

“As Dan said, we are excited about the opportunity to bring two of the preeminent regional banks headquartered in Virginia and Maryland together,” said Ron Tillett, Chairman of Atlantic Union’s Board of Directors. “We believe that the combination of our two companies creates a uniquely valuable franchise that is able to better serve our customers as well as our communities, while creating long-term shareholder value.”

Under the terms of the merger agreement, each outstanding share of Sandy Spring common stock will be converted into the right to receive 0.900 shares of Atlantic Union common stock. This values the transaction at approximately $34.93 per Sandy Spring common share, based on Atlantic Union’s closing stock price on October 18, 2024.

Three members of the Sandy Spring board of directors, including Dan Schrider, will join the Atlantic Union board of directors upon the closing of the transaction.

The merger agreement has been unanimously approved by the board of directors of each company. The companies expect to complete the transaction by the end of the third quarter of 2025, subject to the satisfaction of customary closing conditions, including regulatory approvals and approval by Atlantic Union shareholders and Sandy Spring stockholders.

Morgan Stanley is acting as financial advisor to Atlantic Union and Davis Polk & Wardwell is acting as its legal advisor in the transaction. Keefe, Bruyette & Woods, Inc., A Stifel Company, is acting as financial advisor to Sandy Spring and Kilpatrick Townsend & Stockton LLP is acting as its legal advisor in the transaction.