Terms

Series

6.875% Perpetual Non-Cumulative Preferred Stock, Series A

Liquidation Preference

$25.00

Coupon Rate

6.875%

Rate Type

Fixed

Annual Dividend

$1.72

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

September 1, 2025

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Other Non-Equity Claims, Depositors And Creditors Of Atlantic Union Bank (Structural Subordination As Holding Company Issuer); Pari Passu With: Each Other Series Of Preferred Stock Issued Or To Be Issued On Parity Terms; Senior To: Common Stock, Junior Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.0025

Shares Offered

6,000,000

Prospectus Summary

Atlantic Union Bankshares Corporation (AUBAP) is offering 6,000,000 depositary shares, each representing a 1/400th interest in a share of its 6.875% Perpetual Non-Cumulative Preferred Stock, Series A. Each depositary share carries a $25 liquidation preference and pays a fixed 6.875% annual dividend ($0.4297 per quarter per depositary share), declared at the board's discretion and paid quarterly on March 1, June 1, September 1, and December 1, beginning September 1, 2020. The Series A preferred stock is non-cumulative: if the board omits a dividend in any period, that dividend is permanently forfeited and will never be made up, meaning investors bear full income interruption risk with no catch-up mechanism. The stock is perpetual with no maturity and is first callable at par on September 1, 2025. The Series A preferred stock ranks senior to Atlantic Union Bankshares' common stock and on parity with any other series of preferred stock issued without the consent of Series A holders. However, as a holding company obligation, it is structurally subordinated to all depositors, creditors, and debt holders of Atlantic Union Bank, the operating subsidiary — meaning the bank's obligations are satisfied before any funds flow up to service the preferred. The preferred is also junior to all existing and future holding company indebtedness. A regulatory capital treatment event call allows the issuer to redeem the entire issue (not in part) within 90 days if a change in law or regulation causes the Series A preferred stock to lose its Tier 1 capital qualification — a meaningful risk for investors, as redemption could be forced at an inconvenient time at par ($25 per depositary share) with no premium. At the $25 offering price, the Series A preferred yields 6.875% annually. Dividends are expected to qualify as 'qualified dividend income' for non-corporate holders (taxed at preferential 15%/20% rates) and may qualify for the dividends-received deduction (DRD) for corporate holders, provided Atlantic Union has sufficient current or accumulated earnings and profits — a condition that is not guaranteed in future years. Record dates fall on the 15th calendar day before each payment date. The dividend stopper provision blocks all dividends on common stock and junior securities whenever full Series A dividends for the prior period have not been paid or set aside; however, since dividends are non-cumulative, this stopper provides only partial protection and cannot compel the board to pay missed dividends.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Atlantic Union Bankshares has not paid full dividends on the Series A preferred stock for the preceding dividend period, it is blocked from declaring or paying dividends on common stock or any other junior stock (with narrow exceptions for stock dividends and employee benefit plans), and from repurchasing or redeeming junior stock or parity stock.

Other Preferreds from Atlantic Union Bankshares Corp

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 52 (Average)