Atlantic Union Bankshares Corporation · NYSE:AUB
Atlantic Union Bankshares — Merger or Acquisition (July 2023)
20 slides from Atlantic Union Bankshares's merger presentation, Jul 25, 2023
Slide 1: Merger Investor Presentation
Merger Investor Presentation NYSE: AUB July 25, 2023
Slide 2: Caution About Forward-Looking Statements
Caution About Forward-Looking Statements Certain statements in this presentation constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to, statements regarding the outloo
Slide 3: Additional Information
Additional Information Important Additional Information and Where to Find It from Atlantic Union by accessing Atlantic Union’s website at https://investors.atlanticunionbank.com or from American National by accessing American National’s website at https://amnb.com/investors. Copies of the Registrati
Slide 4: The Transaction Will Enhance Our Shareholder Value Proposition
The Transaction Will Enhance Our Shareholder Value Proposition Shareholder American National Bank Impact Value Proposition Leading Regional Presence Dense, uniquely valuable presence across attractive markets • Increases scale and density in our key markets of operation and enhances our presence in
Slide 5: Transaction Highlights
Transaction Highlights Solidifies position as Virginia’s preeminent bank with ~$24 billion in pro forma assets Strategically Compelling Enhances scarcity value by adding a high-quality Virginia based franchise in key strategic markets Expansion of North Carolina presence establishes critical m
Slide 6: Overview of American National Bankshares Inc.
Overview of American National Bankshares Inc. Standalone American National Footprint Key Franchise / Financial Highlights President, CEO & Chair of the Board Jeffrey Haley Blacksburg HQ Danville, VA Lynchburg Branches 26 Ticker AMNB Richmond Roanoke Profitability: YTD Danville Return on Average Asse
Slide 7: Our Combined Company: Delivering Value Through a Strategic Partnership
Our Combined Company: Delivering Value Through a Strategic Partnership Pro Forma Highlights Pro Forma Branch Footprint Building A Unique Meaningfully Impactful² Franchise ($bn)¹ Atlantic Union (109) Adds $3bn+ in Total Assets Atlantic Union LPO (2)6 American National (26) Assets $23.7 Washington D
Slide 8: Enhancing Our Presence in Key Markets
Enhancing Our Presence in Key Markets Virginia: All Banks Virginia: Banks Headquartered in VA North Carolina Deposits Market Deposits Market Deposits Market Rank Institution ($mm) Share (%) Rank Institution ($mm) Share (%) Rank Institution ($mm) Share (%) 1 Truist Financial $50,865 21.6% 1 Pro Forma
Slide 9: Builds Presence in Key Virginia and North Carolina Markets
Builds Presence in Key Virginia and North Carolina Markets Market Demographics Deposits¹ '23-'28 2023 Median Gross Atlantic American Pro Forma Population Houshold Domestic Number Union National Market Atlantic American 2023 Growth Income Product² of Deposits Deposits Deposits Share Market Union Nati
Slide 10: Pro Forma Loan and Deposit Composition
Pro Forma Loan and Deposit Composition Atlantic Union American National Pro Forma¹ Residen�al 1-4 family- Consumer, Residen�al 1-4 family- Revolving, 4% Consumer, 5% 1-4 4% Revolving, 3% Consumer, 5% Other, C&D, 8% Family, C&D, 11% Other, C&D, 9% 16% 1-4 5% Owner 1-4 4% Owner Family, Occupied Owner
Slide 11: Transaction Structure and Key Terms
Transaction Structure and Key Terms • 1.35 shares of Atlantic Union common stock to be exchanged for each share of American National common stock Structure and Exchange Ratio • At closing, American National will merge with and into Atlantic Union • Pro forma ownership will include ~84% Atlantic Unio
Slide 12: Key Transaction Assumptions
Key Transaction Assumptions • Total gross credit mark of $25.4 million • 1.13% of total loans Gross Credit Mark • $4.3 million on purchased credit deteriorated (“PCD”) loans • $21.0 million on non-PCD loans • Non-PCD CECL¹ reserve of $19.7 million established Day-2 • $119.7 million write-down of loa
Slide 13: Estimated Pro Forma Financial Metrics
Estimated Pro Forma Financial Metrics Key Transaction Impacts to Atlantic Union¹ Pro Forma Capital at Close With Without With Without AUB M&A Interest Interest Interest Interest Metrics Rate Marks Rate Marks² Rate Marks Rate Marks² Immediately Tangible 2024E EPS Accretion accretive to earnings ~18.6
Slide 14: Comprehensive Due Diligence
Comprehensive Due Diligence Leveraged our industry professionals across our business units to review Leveraged Atlantic Union’s historical M&A experience and established a diligence documents and conduct diligence sessions with American National business units team consisting of over 50 team members
Slide 15: Furthering Long-term Shareholder Value Through the Combination
Furthering Long-term Shareholder Value Through the Combination Solidifies our status as a premier Virginia and Mid-Atlantic franchise Provides a platform for further expansion across North Carolina Manageable tangible book value dilution and significant earnings accretion Low risk transaction with a
Slide 16: Appendix
Appendix d Atlantic Union Bankshares
Slide 17: American National's Attractive Deposit Base
American National’s Attractive Deposit Base American National² Peer Average³ American National Has a Low Loan-to-Deposit Ratio, Noninterest-bearing Demand Deposits / Average Assets % High Percentage of Noninterest-bearing Deposits, and Low Cost of Deposits 32% 30% 31% 29% Deposit Highlights¹ 28% 23%
Slide 18: Atlantic Union Growth and Acquisitions Over Time
Atlantic Union Growth and Acquisitions Over Time Total Assets ($bn) Looking Forward • Top-tier financial performance $3.1 • New products and services to American National customers $3.0 $3.3 • Diversified revenue $19.6 $20.1 $20.5 $20.6 $14.5 • Builds density in Virginia and opens up new $3.1 $10.5
Slide 19: Pro Forma Net Income and EPS Reconciliation
Pro Forma Net Income and EPS Reconciliation Dollar values in millions, except per share amounts Earnings Per Share Goodwill Reconciliation 2024E Pro Forma Deal Value $416.8 Atlantic Union Net Income to Common (Consensus) $203.2 American National Common Equity at Closing $335.3 American National Net
Slide 20: Pro Forma Tangible Book Value Reconciliation
Pro Forma Tangible Book Value Reconciliation Tangible Book Value Per Share Buildup (7.0%) (8.7%) ($1.27) (9.7%) ($0.31) ($0.17) $18.19 $16.92 $16.61 $16.43 Atlantic Union Net Merger Consid. Pro Forma Full One-Time Merger Pro Forma Day 2 CECL Non-PCD Pro Forma Est. at Close¹ & FMV Impacts (A-T)² TBVP
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