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Section 1: S-4/A (AMENDMENT NO. 1 TO FORM S-4)

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As filed with the Securities and Exchange Commission on December 10, 2018
Registration No. 333-228455​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Union Bankshares Corporation
(Exact name of registrant as specified in its charter)
Virginia
6022
54-1598552
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(IRS Employer
Identification Number)
1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
(804) 633-5031
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John C. Asbury
President and Chief Executive Officer
Union Bankshares Corporation
1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
(804) 633-5031
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Frank M. Conner III, Esq.
Michael P. Reed, Esq.
Christopher J. DeCresce, Esq.
Covington & Burling LLP
One CityCenter
850 Tenth Street N.W.
Washington, D.C. 20001
(202) 662-6000
Michael W. Clarke
President and Chief Executive Officer
Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
(703) 871-2100
Jacob A. Lutz, III, Esq.
Seth A. Winter, Esq.
Troutman Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of  “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such dates as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This joint proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY — SUBJECT TO COMPLETION — DATED DECEMBER 10, 2018
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[MISSING IMAGE: 396048013_lg_access-national.jpg]
PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT
Dear Shareholders of Union Bankshares Corporation and Access National Corporation:
Union Bankshares Corporation, which we refer to as Union, a Virginia corporation and the parent holding company of Union Bank & Trust, a Virginia chartered bank and wholly owned subsidiary of Union, and Access National Corporation, which we refer to as Access, a Virginia corporation and the parent holding company of Access National Bank, a national banking association and wholly owned subsidiary of Access, entered into an Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, including a related Plan of Merger, which we refer to as the merger agreement. Under the terms and subject to the conditions of the merger agreement, among other things, (i) Access will merge with and into Union, with Union continuing as the surviving corporation, which we refer to as the merger, and (ii) following the merger, Access National Bank will merge with and into Union Bank & Trust, with Union Bank & Trust continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers.
If the merger is completed, each share of common stock, par value $0.835 per share, of Access, which we refer to as Access common stock, excluding certain specified shares owned by Union or Access, that is issued and outstanding immediately prior to the time the merger is completed, will cease to be outstanding and will be converted automatically into the right to receive 0.75, or the exchange ratio, shares of common stock, par value $1.33 per share, of Union, which we refer to as Union common stock, with cash paid in lieu of fractional shares. We refer to the 0.75 shares of Union common stock into which each share of Access common stock will convert in the merger as the merger consideration.
Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the price of Union common stock, and at the time of the special meetings of shareholders, Access shareholders will not know or be able to calculate the value of the merger consideration to be received upon completion of the merger. Shares of Union common stock are listed on the Nasdaq Global Select Market under the ticker symbol “UBSH” and shares of Access common stock are listed on Nasdaq Global Market under the ticker symbol “ANCX.” The following table sets forth the closing sale prices per share of Union common stock and Access common stock on October 4, 2018, the last trading day before the public announcement of the signing of the merger agreement, and on December 7, 2018, the latest practicable trading day before the printing date of this joint proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Access common stock on October 4, 2018 and on December 7, 2018, the last practicable trading day prior to printing this document, determined by multiplying the closing price of the Union common stock on such dates by the exchange ratio of 0.75. We urge you to obtain current market quotations for Union common stock and Access common stock.
Union
Common
Stock
Access
Common
Stock
Implied
Value of
Merger
Consideration
October 4, 2018
$ 38.92 $ 26.83 $ 29.19
December 7, 2018
$ 32.27 $ 24.45 $ 24.20
Based on the number of shares of Access common stock that are outstanding and reserved for issuance pursuant to outstanding stock options, in each case as of December 7, 2018, Union currently expects to issue approximately 16,210,087 shares of Union common stock in connection with the merger. However, an increase or decrease in the number of outstanding shares of Access common stock prior to completion of the merger could cause the actual number of shares issued in connection with the merger to change.
Union and Access will each hold a special meeting of their respective shareholders in connection with the proposed mergers. Union and Access cannot complete the proposed mergers unless (1) the Union shareholders vote to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Union common stock in connection with the merger, and (2) the

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Access shareholders vote to approve the merger agreement and the transactions contemplated by thereby, including the merger. Our respective boards of directors are providing this document to solicit your proxy to vote in connection with the merger agreement and related matters. In addition, this document is also being delivered to Access shareholders as Union’s prospectus for its offering of Union common stock in connection with the merger.
The Union special meeting will be held on January 15, 2019, at 10:00 a.m., Eastern Time, at the Omni Hotel Richmond, 100 South 12th Street, Richmond, Virginia 23219. The Access special meeting will be held on January 15, 2019, at 10:00 a.m., Eastern Time, at 1800 Robert Fulton Drive, Reston, Virginia 20191.
Your vote is very important. To ensure your representation at the Union or Access special meeting, as applicable, please complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or the internet. Whether or not you expect to attend the special meeting of Union or Access, as applicable, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the applicable special meeting.
Each of the Union and Access boards of directors has approved and adopted the merger agreement and the transactions contemplated thereby and recommends to its shareholders to vote “FOR” approval of its respective proposals. Each member of the Union and Access board of directors has, as a shareholder of Union or Access, respectively, agreed to vote their shares of Union common stock or Access common stock, as applicable, to approve the merger.
The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety, including “Risk Factors,” beginning on page 39, for a discussion of the risks relating to the mergers. You also can obtain information about Union from documents that it has filed with the Securities and Exchange Commission.
Sincerely,
[MISSING IMAGE: 396048013_sg_john-asbury.jpg]
[MISSING IMAGE: 396048013_sg_michael-wclarke.jpg]
John C. Asbury
President and Chief Executive Officer
Union Bankshares Corporation
Michael W. Clarke
President and Chief Executive Officer
Access National Corporation
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this joint proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Union or Access, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this joint proxy statement/prospectus is [           ], 2018, and it is first being mailed or otherwise delivered to the shareholders of Union and Access on or about [           ], 2018.

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UNION BANKSHARES CORPORATION

1051 East Cary Street
Suite 1200
Richmond, Virginia 23219
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 15, 2019
To the Shareholders of Union Bankshares Corporation:
Notice is hereby given that Union Bankshares Corporation, which we refer to as Union, will hold a special meeting of shareholders, which we refer to as the Union special meeting, on January 15, 2019, at 10:00 a.m., Eastern Time, at the Omni Hotel Richmond, 100 South 12th Street, Richmond, Virginia 23219. The Union special meeting will be held for the purposes of allowing Union shareholders to consider and vote upon the following matters:

a proposal to approve the Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, including the related Plan of Merger, which we refer to as the merger agreement, by and between Union and Access National Corporation, which we refer to as Access, pursuant to which, among other things, (i) Access will merge with and into Union, with Union continuing as the surviving corporation, which we refer to as the merger, and (ii) following the merger, Access National Bank will merge with and into Union Bank & Trust, with Union Bank & Trust continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers, and to approve the transactions contemplated by the merger agreement, including the merger and the issuance of shares of common stock, par value of $1.33 per share, of Union, or Union common stock, as consideration under the merger agreement, which we refer to as the Union share issuance, each as more fully described in the attached joint proxy statement/prospectus, which we refer to as the Union merger and share issuance proposal; and

a proposal to approve one or more adjournments of the Union special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Union merger and share issuance proposal, which we refer to as the Union adjournment proposal.
These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. Union will transact no other business at the Union special meeting, except for the business properly brought before the Union special meeting or any adjournment or postponement thereof.
Union has fixed the close of business on December 7, 2018 as the record date for the Union special meeting. Only Union shareholders of record at that time are entitled to notice of, and to vote at, the Union special meeting, or any adjournment or postponement thereof. Approval of the Union merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of Union common stock entitled to vote on the Union merger and share issuance proposal. Approval of the Union adjournment proposal requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Union special meeting. At the close of business on the record date, 65,988,528 shares of Union common stock were outstanding and entitled to vote.
Your vote is very important. Union and Access cannot complete the mergers unless Union’s shareholders approve the merger agreement.
To ensure your representation at the Union special meeting, please complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or the internet by following the instructions on your proxy card. If your shares of Union common stock are held in “street name” by a bank, broker or other

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nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the Union special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Union special meeting.
The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.
The Union board of directors has approved and adopted the merger agreement and recommends that Union shareholders vote “FOR” the Union merger and share issuance proposal and “FOR” the Union adjournment proposal.
BY ORDER OF THE BOARD OF DIRECTORS
[MISSING IMAGE: 396048013_sg_john-asbury.jpg]
John C. Asbury
President and Chief Executive Officer
Richmond, Virginia
[           ], 2018

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[MISSING IMAGE: 396048013_lg_access-national.jpg]
ACCESS NATIONAL CORPORATION

1800 Robert Fulton Drive
Suite 300
Reston, Virginia 20191
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 15, 2019
To the Shareholders of Access National Corporation:
Notice is hereby given that Access National Corporation, which we refer to as Access, will hold a special meeting of shareholders, which we refer to as the Access special meeting, on January 15, 2019, at 10:00 a.m., Eastern Time, at 1800 Robert Fulton Drive, Reston, Virginia 20191. The Access special meeting will be held for the purposes of allowing Access shareholders to consider and vote upon the following matters:

a proposal to approve the Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, including the related Plan of Merger, which we refer to as the merger agreement, by and between Union Bankshares Corporation, which we refer to as Union, and Access, pursuant to which, among other things, (i) Access will merge with and into Union, with Union continuing as the surviving corporation, which we refer to as the merger, and (ii) following the merger, Access National Bank will merge with and into Union Bank & Trust, with Union Bank & Trust continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers, each as more fully described in the attached joint proxy statement/prospectus, which we refer to as the Access merger proposal;

a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Access in connection with the merger, which we refer to as the Access compensation proposal; and

a proposal to approve one or more adjournments of the Access special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Access merger proposal, which we refer to as the Access adjournment proposal.
These proposals are described in greater detail in the accompanying joint proxy statement/prospectus. Access will transact no other business at the Access special meeting, except for the business properly brought before the Access special meeting or any adjournment or postponement thereof.
Access has fixed the close of business on December 7, 2018 as the record date for the Access special meeting. Only Access shareholders of record at that time are entitled to notice of, and to vote at, the Access special meeting, or any adjournment or postponement thereof. Approval of the Access merger proposal requires the affirmative vote of holders of more than two-thirds of the outstanding shares of Access common stock entitled to vote on the Access merger proposal. Approval of the Access compensation proposal and the Access adjournment proposal each requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Access special meeting. At the close of business on the record date, 21,069,233 shares of Access common stock were outstanding and entitled to vote.
Your vote is very important. Union and Access cannot complete the mergers unless Access’s shareholders approve the merger agreement.
To ensure your representation at the Access special meeting, please complete, sign, date and return the enclosed proxy card or submit your proxy by telephone or the internet by following the instructions on your proxy card. If your shares of Access common stock are held in “street name” by a bank, broker or other nominee, please follow the instructions on the voting instruction form provided by the record holder. Whether or not you expect to attend the Access special meeting, please vote promptly. Submitting a proxy now will not prevent you from being able to vote in person at the Access special meeting.

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The enclosed joint proxy statement/prospectus provides a detailed description of the mergers, the merger agreement and related matters. We urge you to read the joint proxy statement/prospectus, including any documents incorporated in the joint proxy statement/prospectus by reference, and its annexes, carefully and in their entirety.
The Access board of directors has unanimously approved and adopted the merger agreement and recommends that Access shareholders vote “FOR” the Access merger proposal, “FOR” the Access compensation proposal and “FOR” the Access adjournment proposal.
BY ORDER OF THE BOARD OF DIRECTORS
[MISSING IMAGE: 396048013_sg_michael-wclarke.jpg]
Michael W. Clarke
President and Chief Executive Officer
Reston, Virginia
[           ], 2018

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ADDITIONAL INFORMATION
Union and Access file reports, proxy statements and other information with the United States Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. In addition, this joint proxy statement/prospectus incorporates by reference important business and financial information about Union from documents that have been filed with the SEC, that are not included in or delivered with this joint proxy statement/prospectus. You will also be able to obtain these documents, free of charge, from Union at www.bankatunion.com. Access also files documents that you are able to obtain free of charge from Access at www.accessnationalbank.com. These documents are also available without charge on the SEC’s website at www.sec.gov and upon written or oral request to the applicable company’s principal executive offices. The respective addresses and telephone numbers of such principal executive offices are listed below:
Union Bankshares Corporation
1051 East Cary Street, Suite 1200
Richmond, Virginia 23219
Attention: Rachael R. Lape
Senior Vice President, General Counsel and Corporate Secretary
Telephone: (804) 633-5031
Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
Attention: Sheila M. Linton
Vice President and Corporate Secretary
Telephone: (703) 871-2100
The information provided on the websites listed above is not a part of the accompanying joint proxy statement/prospectus and therefore is not incorporated by reference into the accompanying joint proxy statement/prospectus.
You will not be charged for any of these documents that you request. To receive timely delivery of these documents in advance of your special meeting, you must make your request no later than January 8, 2019 in order to receive them before the Union special meeting and the Access special meeting.
For a more detailed description of the information incorporated by reference into the accompanying joint proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information.”
This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make any such offer or solicitation in that jurisdiction. Union and Access have not authorized anyone to provide you with information that is different from what is contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [           ], 2018. You should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSED MERGERS, THE UNION SPECIAL MEETING AND THE ACCESS SPECIAL MEETING
The following are some questions that you may have regarding the mergers, the Union special meeting of shareholders, or the Union special meeting, and the Access special meeting of the shareholders, or the Access special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the mergers, the Union special meeting and the Access special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” Unless otherwise indicated, references in this joint proxy statement/prospectus to Union refer to Union Bankshares Corporation and its consolidated subsidiaries and references to Access refer to Access National Corporation and its consolidated subsidiaries, and references to “we,” “our” and “us” refer to Union and Access together.
Q:
What are the mergers?
A:
Union and Access have entered into an Agreement and Plan of Reorganization, dated as of October 4, 2018, as amended on December 7, 2018, including a related Plan of Merger, which we refer to as the merger agreement, pursuant to which, among other things, (i) Access will merge with and into Union, with Union continuing as the surviving corporation, which we refer to as the merger, and (ii) following the merger, Access National Bank, will merge with and into Union Bank & Trust, with Union Bank & Trust continuing as the surviving bank, which we refer to as the bank merger and, together with the merger, as the mergers. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. Following the merger, the shares of Access’s common stock, par value $0.835 per share, which we refer to as Access common stock, will be delisted from the Nasdaq Global Market and thereafter will be deregistered under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act.
Q:
Why am I receiving this joint proxy statement/prospectus?
A:
Union and Access are sending these materials to their shareholders to help them decide how to vote their shares of common stock, par value $1.33 per share, of Union, which we refer to as Union common stock, and/or Access common stock, as the case may be, with respect to the matters to be considered at the Union special meeting and/or the Access special meeting.
The mergers cannot be completed unless the Union shareholders approve the merger agreement and the transactions contemplated thereby, including the issuance of shares of Union common stock in connection with the merger, which we refer to as the Union share issuance, and the Access shareholders approve the merger agreement and the transactions contemplated thereby, including the merger. Each of Union and Access is holding a special meeting of its shareholders to vote on the proposals necessary to complete the mergers as well as other related matters. Information about these special meetings, the mergers and the other business to be considered by shareholders at each of the special meetings is contained in this joint proxy statement/prospectus.
This document constitutes both a joint proxy statement of Union and Access and a prospectus of Union. It is a joint proxy statement because each of the boards of directors of Union and Access is using this document to solicit proxies from its respective shareholders. This document is also a prospectus because Union, in connection with the merger, is offering shares of Union common stock in exchange for outstanding shares of Access common stock.
Q:
What will Access shareholders receive in the merger?
A:
At the time the merger is completed, which we refer to as the effective time, each share of Access common stock, except for certain shares of Access common stock owned by Access or Union, that is issued and outstanding immediately prior to the effective time, will cease to be outstanding and will be converted automatically into the right to receive 0.75, or the exchange ratio, shares of Union common stock, which we refer to as the merger consideration.
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Union will not issue any fractional shares of Union common stock in the merger. Instead, an Access shareholder who would otherwise be entitled to receive a fraction of a share of Union common stock will receive, in lieu thereof, cash (without interest and rounded to the nearest cent) in an amount equal to such fractional part of a share of Union common stock multiplied by the average of the closing sale prices of Union common stock on the Nasdaq Global Select Market for the 10 full trading days ending on the trading day immediately preceding the effective time (but not including such date), which we refer to as the average closing price.
It is currently expected that the former shareholders of Access as a group will receive shares in the merger constituting approximately 19% of the outstanding shares of the combined company’s common stock immediately after the consummation of the merger.
Q:
Will the value of the merger consideration change between the date of this joint proxy statement/​prospectus and the effective time?
A:
Yes. Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based on the market value of Union common stock. Any change in the market price of Union common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Union common stock that Access shareholders will receive.
Q:
What will happen to Access stock options in the merger?
A:
At the effective time, each option to purchase shares of Access common stock granted under an equity or equity-based compensation plan maintained by Access, which we refer to as the Access stock plans, and such options as Access stock options, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time will (i) fully vest to the extent not previously vested (but only if such Access stock option was granted on or before the date of the merger agreement), (ii) cease to represent a right to purchase Access common stock and (iii) be converted automatically into an option to purchase a number of shares of Union common stock equal to the product obtained by multiplying (x) the total number of shares of Access common stock subject to such Access stock option immediately prior to the effective time, by (y) the exchange ratio, with any fractional shares rounded down the next lower whole number of shares. Each such converted stock option will have an exercise price per share of Union common stock equal to (A) the per share exercise price for the shares of Access common stock subject to such Access stock option, divided by (B) the exchange ratio, rounded up to the nearest whole cent.
Q:
Will the merger affect shares of Union common stock held by current Union shareholders?
A:
No. Union shareholders will continue to own their existing shares of Union common stock after consummation of the merger.
Q:
When do you expect to complete the mergers?
A:
We expect to complete the mergers in the first quarter of 2019. However, we cannot assure you of when or if the mergers will be completed. We must first obtain the approval of our respective shareholders, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions. For further information, please see the section entitled “The Merger Agreement —  Conditions to Consummation of the Merger.”
Q:
What am I being asked to vote on?
A:
Access Special Meeting.   Access shareholders are being asked to vote on the following:

a proposal to approve the merger agreement, a copy of which is attached as Annex A, and the transactions contemplated thereby, including the merger, which we refer to as the Access merger proposal;
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a proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Access in connection with the merger, which we refer to as the Access compensation proposal; and

a proposal to approve one or more adjournments of the Access special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Access merger proposal, which we refer to as the Access adjournment proposal.
Shareholder approval of the Access merger proposal is required to complete the mergers. Access will transact no other business at the Access special meeting, except for the business properly brought before the Access special meeting or any adjournment or postponement thereof.
Union Special Meeting.   Union shareholders are being asked to vote on the following:

a proposal to approve the merger agreement, a copy of which is attached as Annex A, and approve the transactions contemplated thereby, including the merger and the Union share issuance, which we refer to as the Union merger and share issuance proposal; and

a proposal to approve one or more adjournments of the Union special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of the Union merger and share issuance proposal, which we refer to as the Union adjournment proposal.
Shareholder approval of the Union merger and share issuance proposal is required to complete the mergers. Union will transact no other business at the Union special meeting, except for the business properly brought before the Union special meeting or any adjournment or postponement thereof.
Q:
How does the Access board of directors recommend that Access shareholders vote at the Access special meeting?
A:
The Access board of directors has unanimously approved and adopted the merger agreement and recommends that Access shareholders vote “FOR” the Access merger proposal, “FOR” the Access compensation proposal, and “FOR” the Access adjournment proposal.
Q:
How does the Union board of directors recommend that Union shareholders vote at the Union special meeting?
A:
The Union board of directors has approved and adopted the merger agreement and recommends that Union shareholders vote “FOR” the Union merger and share issuance proposal and “FOR” the Union adjournment proposal.
Q:
When and where are the meetings?
A:
Access Special Meeting.   The Access special meeting will be held on January 15, 2019, commencing at 10:00 a.m., Eastern Time, at 1800 Robert Fulton Drive, Reston, Virginia 20191. Subject to space availability, all Access shareholders as of the record date for the Access special meeting, or the Access record date, or their duly appointed proxies, may attend the Access special meeting. Since seating is limited, admission to the Access special meeting will be on a first come, first served basis. Registration and seating will begin at 9:30 a.m., Eastern Time.
Union Special Meeting.   The Union special meeting will be held on January 15, 2019, commencing at 10:00 a.m., Eastern Time, at the Omni Hotel Richmond, 100 South 12th Street, Richmond, Virginia 23219. Subject to space availability, all Union shareholders as of the record date for the Union special meeting, or the Union record date, or their duly appointed proxies, may attend the Union special meeting. Since seating is limited, admission to the Union special meeting will be on a first come, first served basis. Registration and seating will begin at 9:00 a.m., Eastern Time.
Q:
What constitutes a quorum?
A:
Access Special Meeting.   The presence, in person or by proxy, of holders of a majority of the shares of Access common stock outstanding and entitled to vote as of the Access record date will constitute a
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quorum for the purposes of the Access special meeting. All shares of Access common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Access special meeting.
Union Special Meeting.   The presence, in person or by proxy, of holders of a majority of the shares of Union common stock outstanding and entitled to vote as of the Union record date will constitute a quorum for the purposes of the Union special meeting. All shares of Union common stock present in person or represented by proxy, including abstentions, if any, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Union special meeting.
Q:
Who is entitled to vote?
A:
Access Special Meeting.   Holders of record of Access common stock at the close of business on December 7, 2018, which is the date that the Access board of directors has fixed as the Access record date, will be entitled to vote at the Access special meeting.
Union Special Meeting.   Holders of record of Union common stock at the close of business on December 7, 2018, which is the date that the Union board of directors has fixed as the Union record date, will be entitled to vote at the Union special meeting.
Q:
What if I hold shares in both Union and Access?
A:
If you are both a Union shareholder and an Access shareholder, you will receive two separate packages of proxy materials. A vote cast as a Union shareholder will not count as a vote cast as an Access shareholder, and a vote cast as an Access shareholder will not count as a vote cast as a Union shareholder. Therefore, please separately submit a proxy for each of your Union and Access shares.
Q:
What is the vote required to approve each proposal at the Access special meeting?
A:
Access Merger Proposal:

Standard:   Approval of the Access merger proposal requires the affirmative vote of holders of more than two-thirds of the outstanding shares of Access common stock entitled to vote on the Access merger proposal.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Access merger proposal.
Access Compensation Proposal and Access Adjournment Proposal:

Standard:   Approval of the Access compensation proposal and the Access adjournment proposal each requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Access special meeting.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Access compensation proposal or the Access adjournment proposal.
Q:
What is the vote required to approve each proposal at the Union special meeting?
A:
Union Merger and Share Issuance Proposal:

Standard:   Approval of the Union merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of Union common stock entitled to vote on the Union merger and share issuance proposal.
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Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Union special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Union merger and share issuance proposal.
Union Adjournment Proposal:

Standard:   Approval of the Union adjournment proposal requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Union special meeting.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Union special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on the Union adjournment proposal.
Q:
Are there any voting agreements with existing shareholders?
A:
Yes. In connection with entering into the merger agreement, each of the members of the board of directors of each of Access and Union and certain executive officers of Access, in their capacities as Access and Union shareholders, as the case may be, entered into affiliate agreements, which we refer to as the affiliate agreements, and agreed to vote their shares of Access common stock and Union common stock, as applicable, in favor of the Access merger proposal, in the case of Access, and in favor of the Union merger and share issuance proposal, in the case of Union, and certain related matters and against alternative transactions. As of the applicable record date, shares constituting 11.48% of the Access common stock entitled to vote at the Access special meeting, and 0.85% of the Union common stock entitled to vote at the Union special meeting, are subject to the affiliate agreements. For further information, please see the section entitled “The Merger Agreement —  Affiliate Agreements.”
Q:
Why is my vote important?
A:
If you do not vote, it will be more difficult for Access or Union to obtain the necessary quorums to hold the Access special meeting or Union special meeting, respectively. Additionally, each proposal must be approved by the voting requirements described above. The Access board of directors unanimously recommends that Access shareholders vote “FOR” the Access merger proposal, “FOR” the Access compensation proposal, and “FOR” the Access adjournment proposal, and the Union board of directors recommends that the Union shareholders vote “FOR” the Union merger and share issuance proposal and “FOR” the Union adjournment proposal.
Q:
How many votes do I have?
A:
Access Shareholders.   Each holder of shares of Access common stock outstanding on the Access record date will be entitled to one vote for each share held of record. As of the Access record date, there were 21,069,233 shares of Access common stock entitled to vote at the Access special meeting. As of the Access record date, the directors and executive officers of Access and their affiliates beneficially owned and were entitled to vote approximately 2,911,292 shares of Access common stock, representing approximately 13.82% of the shares of Access common stock outstanding on that date.
Union Shareholders.   Each holder of shares of Union common stock outstanding on the Union record date will be entitled to one vote for each share held of record. As of the Union record date, there were 65,988,528 shares of Union common stock entitled to vote at the Union special meeting. As of the Union record date, the directors and executive officers of Union and their affiliates beneficially owned and were entitled to vote approximately 713,343 shares of Union common stock, representing approximately 1.08% of the shares of Union common stock outstanding on that date.
Q:
What do I need to do now?
A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, including any documents incorporated in this joint proxy statement/prospectus
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by reference, and its annexes, please complete, sign, date and return the enclosed proxy card and return it in the enclosed envelope or vote by telephone or the internet as soon as possible so that your shares will be represented at the Access special meeting or Union special meeting, as applicable.
Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in “street name” by a bank, broker or other nominee.
Q:
How do I vote?
A:
If you are a shareholder of record of Access as of the Access record date or a shareholder of record of Union as of the Union record date, you may submit your proxy before your respective company’s special meeting in one of the following ways:

completing, signing and dating the enclosed proxy card and returning it in the postage-paid envelope provided;

accessing the website specified on your proxy card and following the instructions, using the control number provided on your proxy card; or

calling the toll-free number specified on your proxy card and following the instructions, using the control number provided on your proxy card.
You may also cast your vote in person at your respective company’s special meeting.
If your shares are held in “street name” by a bank, broker or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from their bank, broker or other nominee.
Q:
If my shares of common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?
A:
No. If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Access or Union or by voting in person at your respective company’s special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker or other nominee.
Under stock exchange rules, banks, brokers and other nominees who hold shares of Access common stock or Union common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Access and Union special meetings are such “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.
If you are an Access shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

your bank, broker or other nominee may not vote your shares on the Access merger proposal, which broker non-votes will have the same effect as a vote against such proposal;

your bank, broker or other nominee may not vote your shares on the Access compensation proposal, which broker non-votes will have no effect on such proposal; and

your bank, broker or other nominee may not vote your shares on the Access adjournment proposal, which broker non-votes will have no effect on such proposal.
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If you are a Union shareholder and you do not instruct your bank, broker or other nominee on how to vote your shares:

your bank, broker or other nominee may not vote your shares on the Union merger and share issuance proposal, which broker non-votes will have the same effect as a vote against such proposal; and

your bank, broker or other nominee may not vote your shares on the Union adjournment proposal, which broker non-votes will have no effect on such proposal.
Q:
How do I vote shares held in the Access National Corporation Profit Sharing Plan?
If you hold Access common stock through the Access National Corporation Profit Sharing Plan, which we refer to as the Access 401(k) plan, through a self-directed brokerage account, you will receive information and separate instructions about how to vote from your broker.
Q:
How do I vote shares held in the Union Bankshares Corporation Employee Stock Ownership Plan and Trust ?
Pursuant to the Union Bankshares Corporation Employee Stock Ownership Plan and Trust, which we refer to as the Union ESOP, the trustee of the Union ESOP votes the shares of Union common stock allocated to a participant in accordance with the participant’s instructions if instructions have been timely received. If you participate in the Union ESOP, you will receive a voting instruction card that reflects all shares of Union common stock you may direct the trustee to vote on your behalf under the Union ESOP. The trustee is permitted to vote the shares of Union common stock allocated to a participant’s account for which no instructions have been timely received, and any unallocated shares of Union common stock, in the same proportion as the shares of Union common stock for which voting instructions have been timely received, unless determined otherwise by the trustee in the exercise of their fiduciary discretion.
Q:
What if I abstain or do not vote?
A:
For purposes of each of the Access special meeting and the Union special meeting, an abstention occurs when a shareholder attends the applicable special meeting, either in person or represented by proxy, but abstains from voting on one or more proposals.
Access Shareholders:   With respect to the Access merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Access merger proposal. With respect to the Access compensation proposal and the Access adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.
Union Shareholders:   With respect to the Union merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Union special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the Union adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.
Q:
What will happen if I return my proxy card without indicating how to vote?
A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the Access common stock represented by your proxy will be voted as recommended by the Access board of directors with respect to each Access proposal and the Union common stock represented by your proxy will be voted as recommended by the Union board of directors with respect to each Union proposal.
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Q:
May I change my vote after I have delivered my proxy card or voted by telephone or internet?
A:
Yes. You may change your vote at any time before your proxy is voted at the Access or Union special meeting. You may do this in one of four ways:

by completing, signing, dating and returning a proxy card with a later date than your original proxy card;

by delivering a written revocation letter to Access’s or Union’s corporate secretary, as applicable;

by attending the Access or Union special meeting, as applicable, in person, notifying the corporate secretary and voting by ballot (your attendance alone at the applicable special meeting will not change or revoke your vote); or

voting by telephone or the internet at a later time (but prior to the internet and telephone voting deadline).
If your shares are held in “street name” by a bank, broker or other nominee, you should follow the instructions of your broker, bank or other nominee regarding the revocation of voting instructions.
Q:
Do I need identification to attend the Access special meeting or Union special meeting in person?
A:
Yes. Please bring proper photo identification, together with proof that you are a record owner of Access or Union common stock, as the case may be. If you are not an Access or Union shareholder of record or if your shares are held in “street name” by a bank, broker or other nominee, please bring a letter from the record holder of your shares confirming your beneficial ownership and a valid photo identification in order to be admitted to the meeting. A copy or printout of a brokerage statement will not be sufficient without a signed letter from the bank, broker or other nominee through which you beneficially own Access common stock or Union common stock, as applicable. Access and Union each reserves the right to refuse admittance to anyone without proper proof of share ownership and without valid photo identification.
Q:
Are Access shareholders entitled to dissenters’ rights?
A:
No. Under Virginia law, Access shareholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the merger. See the section entitled “The Mergers — Appraisal and Dissenters’ Rights.”
Q:
What are the material U.S. federal income tax consequences of the merger to Access shareholders?
A:
The merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, or the Code. In connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, Covington & Burling LLP, or Covington, Union’s counsel, has delivered to Union, and Troutman Sanders LLP, or Troutman Sanders, Access’s counsel, has delivered to Access, their respective opinions that, for United States federal income tax purposes, subject to the limitations, assumptions and qualifications described in “Material United States Federal Income Tax Consequences of the Merger,” the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Additionally, as a condition to the respective obligations of Union and Access to each complete the merger, Union will receive a legal opinion from Covington and Access will receive a legal opinion from Troutman Sanders, each dated as of the date the effective time occurs, which we refer to as the closing date, and each to the effect that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Accordingly, if you are a U.S. holder (as defined in the section entitled “Material United States Federal Income Tax Consequences of the Merger”) of Access common stock, you will not recognize any gain or loss for U.S. federal income tax purposes upon your exchange of shares of Access common stock for shares of Union common stock in the merger, except with respect to cash received in lieu of fractional shares of Union common stock. Notwithstanding the foregoing, your tax treatment will depend on your specific situation and many variables not within Union’s or Access’s control.
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The delivery of the legal opinions described above are conditions to the respective obligations of Union and Access to each complete the merger. Neither Union nor Access currently intends to waive these conditions to the consummation of the merger. In the event that Union or Access waives the condition to receive such tax opinion and the tax consequences of the merger materially change, then Union and Access will recirculate appropriate soliciting materials and seek new approval of the merger from Access and Union shareholders.
For further information, see the section entitled “Material U.S. Federal Income Tax Consequences Relating to the Merger.”
The U.S. federal income tax consequences described above may not apply to all holders of Access common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your independent tax advisor for a full understanding of the particular tax consequences of the merger to you.
Q:
If I am an Access shareholder, should I send in my stock certificates now?
A:
No. Access shareholders SHOULD NOT send in any stock certificates now. If the merger is consummated, transmittal materials with instructions for their completion will be provided to Access shareholders after the effective time and under separate cover and the stock certificates should be sent at that time.
Q:
What should I do if I have my shares of Access common stock in book-entry form?
A:
If the merger is consummated, you will receive written instructions from the exchange agent on how to exchange your shares of Access common stock for shares of Union common stock that will be issued in book-entry form.
Q:
Whom may I contact if I cannot locate my Access stock certificate(s)?
A:
If you are unable to locate your original Access stock certificate(s), you should contact Access’s transfer agent, Computershare, at (800) 368-5948.
Q:
What should I do if I receive more than one set of voting materials?
A:
Union shareholders and Access shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Union and/or Access common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Union common stock or Access common stock and your shares are registered in more than one name, you will receive more than one proxy card. In addition, if you are a holder of both Union common stock and Access common stock, you will receive one or more separate proxy cards or voting instruction cards for each company. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of Access common stock and/or Union common stock that you own.
Q:
What happens if I sell my shares of Access common stock after the Access record date but before the Access special meeting?
A:
The Access record date is earlier than the date of the Access special meeting and the date that the mergers are expected to be completed. If you transfer your shares of Access common stock after the Access record date but before the date of the Access special meeting, you will retain your right to vote at such meeting (provided that such shares remain outstanding on the date of such meeting), but you will not have the right to receive any merger consideration for the transferred shares of Access common stock. You will only be entitled to receive the merger consideration in respect of shares of Access common stock that you hold at the effective time.
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Q:
Are there risks involved in undertaking the merger?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 39.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, Access shareholders will not receive the merger consideration. Instead, each of Access and Union will remain an independent public company and shares of common stock of each will continue to be listed and traded on the Nasdaq Global Market and Nasdaq Global Select Market, respectively.
Q:
Whom should I contact if I have questions?
A:
If you are an Access shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact Access’s corporate secretary at (703) 871-2100 or Access’s proxy solicitor, Regan & Associates, Inc., at (212) 587-3005.
If you are a Union shareholder and have any questions about the proxy materials or if you need assistance submitting your proxy or voting your shares or need additional copies of this document or the enclosed proxy card, you should contact Union’s corporate secretary at (804) 633-5031 or Union’s proxy solicitor, Regan & Associates, Inc., at (212) 587-3005.
Q:
Where can I find more information about Union and Access?
A:
You can find more information about Union and Access from the various sources described under the section entitled “Where You Can Find More Information.”
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SUMMARY
The following summary highlights selected information in this joint proxy statement/prospectus and may not contain all the information that may be important to you. You should read carefully this entire joint proxy statement/prospectus, including any document incorporated by reference in this joint proxy statement/​prospectus, and its annexes, because this section may not contain all of the information that may be important to you in determining how to vote. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information.” Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.
The Companies (page 66)
Union Bankshares Corporation
1051 East Cary Street, Suite 1200
Richmond, Virginia 23219
Telephone: (804) 633-5031
Union Bankshares Corporation is a bank holding company headquartered in Richmond, Virginia and the parent to Union Bank & Trust, a commercial bank chartered under the laws of the Commonwealth of Virginia that provides banking, trust, and wealth management services and has 140 bank branches, seven of which are operated as Xenith Bank, a division of Union Bank & Trust, and approximately 190 ATMs located throughout Virginia and in portions of Maryland and North Carolina. Union common stock is traded on the Nasdaq Global Select Market under the symbol “UBSH.”
Access National Corporation
1800 Robert Fulton Drive, Suite 300
Reston, Virginia 20191
Telephone: (703) 871-2100
Access National Corporation is a bank holding company headquartered in Reston, Virginia and the parent to Access National Bank, which is an independent commercial bank chartered under federal law as a national banking association that provides credit, deposit, mortgage services and wealth management services to middle market businesses and associated professionals, throughout the Washington, D.C. region. Access National Bank operates from 15 banking centers located in Virginia and has a Mortgage Division that operates offices in Virginia, Indiana, Tennessee, Maryland, Georgia and Ohio. Access common stock is traded on the Nasdaq Global Market under the symbol “ANCX.”
The Mergers (page 67)
The terms and conditions of the mergers are contained in the merger agreement, which is attached to this joint proxy statement/prospectus as Annex A. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the mergers. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the mergers are subject to, and qualified in their entirety by reference to, the merger agreement.
At the effective time, each share of Access common stock, excluding certain specified shares owned by Union or Access, that is issued and outstanding immediately prior to the effective time, will cease to be outstanding and will be converted automatically into the right to receive 0.75 shares of Union common stock. Union will not issue any fractional shares of Union common stock in the merger. Instead, an Access shareholder who would otherwise be entitled to receive a fraction of a share of Union common stock will receive, in lieu thereof, cash (without interest and rounded to the nearest cent) in an amount equal to such fractional part of a share of Union common stock multiplied by the average closing price.
Although the exchange ratio is fixed, the market value of the merger consideration will fluctuate with the price of Union common stock. Based on the closing sale price of Union common stock on October 4, 2018, the last trading day before the public announcement of the signing of the merger agreement, the implied value of the per share merger consideration payable to holders of Access common stock was $29.19. Based upon the closing sale price of Union common stock of  $32.27 on December 7, 2018, the last practicable trading day before the printing of this joint proxy statement/prospectus, the implied value of the per share merger consideration was $24.20.
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Treatment of Access Stock Options (page 111)
At the effective time, each Access stock option, whether vested or unvested, that is outstanding and unexercised immediately prior to the effective time, will (i) fully vest to the extent not previously vested (but only if such Access stock option was granted on or before the date of the merger agreement), (ii) cease to represent a right to purchase Access common stock and (iii) be converted automatically into an option to purchase a number of shares of Union common stock equal to the product obtained by multiplying (x) the total number of shares of Access common stock subject to such Access stock option immediately prior to the effective time, by (y) the exchange ratio, with any fractional shares rounded down the next lower whole number of shares. Each such converted stock option will have an exercise price per share of Union common stock equal to (A) the per share exercise price for the shares of Access common stock subject to such Access stock option, divided by (B) the exchange ratio, rounded up to the nearest whole cent.
Access’s Reasons for the Mergers and Recommendations of the Access Board of Directors (page 72)
The Access board of directors has unanimously approved and adopted the merger agreement and recommends that Access shareholders vote “FOR” the Access merger proposal, “FOR” the Access compensation proposal, and “FOR” the Access adjournment proposal. Please see the section entitled “The Mergers — Access’s Reasons for the Mergers and Recommendations of the Access Board of Directors” for a more detailed discussion of the factors considered by the Access board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.
Opinion of Access’s Financial Advisor (page 75)
Access retained Sandler O’Neill & Partners, L.P., which we refer to as Sandler O’Neill, to act as financial advisor to the Access board of directors in connection with Access’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.
In connection with the merger, Sandler O’Neill delivered to the Access board of directors its oral opinion on October 4, 2018, which it subsequently confirmed by delivery of a written opinion dated as of the same date, to the effect that, as of such date, the exchange ratio provided for in the merger agreement was fair to the holders of Access common stock from a financial point of view. The full text of Sandler O’Neill’s opinion is attached as Annex E to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion.
Sandler O’Neill’s opinion speaks only as of the date of the opinion. The opinion was directed to the Access board of directors in connection with its consideration of the merger agreement and the merger and is only directed to the fairness, from a financial point of view, of the exchange ratio to the holders of Access common stock. Sandler O’Neill’s opinion does not constitute a recommendation to any Access shareholder as to how any such shareholder should vote at any meeting of Access shareholders called to consider and vote upon the Access merger proposal. Sandler O’Neill’s opinion does not address the underlying business decision of Access to engage in the merger, the form or structure of the merger or any other transactions contemplated by the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for Access or the effect of any other transaction in which Access might engage. Sandler O’Neill’s opinion was approved by Sandler O’Neill’s fairness committee.
Union’s Reasons for the Mergers and Recommendations of the Union Board of Directors (page 86)
The Union board of directors has approved and adopted the merger agreement and recommends that Union shareholders vote “FOR” the Union merger and share issuance proposal and “FOR” the Union adjournment proposal. Please see the section entitled “The Mergers — Union’s Reasons for the Mergers and Recommendations of the Union Board of Directors” for a more detailed discussion of the factors considered by the Union board of directors in reaching its decision to approve the merger agreement and the transactions contemplated thereby.
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Opinion of Union’s Financial Advisor (page 88)
In connection with the merger, Union’s financial advisor, Keefe, Bruyette & Woods, Inc., or KBW, delivered a written opinion, dated October 4, 2018, to the Union board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to Union of the exchange ratio in the proposed merger. The full text of KBW’s opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex D to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the Union board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion did not address the underlying business decision of Union to engage in the merger or enter into the merger agreement or constitute a recommendation to the Union board of directors in connection with the merger, and it does not constitute a recommendation to any holder of Union common stock or any stockholder of any other entity as to how to vote in connection with the merger or any other matter.
The Access Special Meeting (page 54)
Access will hold the Access special meeting at 1800 Robert Fulton Drive, Reston, Virginia 20191, commencing at 10:00 a.m., Eastern Time, on January 15, 2019. At the Access special meeting, Access shareholders will be asked to consider and vote on the Access merger proposal, the Access compensation proposal and the Access adjournment proposal, if necessary or appropriate.
Access has set the close of business on December 7, 2018 as the Access record date to determine which Access shareholders will be entitled to receive notice of and vote at the Access special meeting. Each holder of shares of Access common stock outstanding at the close of business on the Access record date will be entitled to one vote for each share held of record. As of the Access record date, there were 21,069,233 shares of Access common stock entitled to vote at the Access special meeting. As of the Access record date, the directors and executive officers of Access and their affiliates beneficially owned and were entitled to vote approximately 2,911,292 shares of Access common stock, representing approximately 13.82% of the shares of Access common stock outstanding on that date.
Approval of the Access merger proposal requires the affirmative vote of holders of more than two-thirds of the outstanding shares of Access common stock entitled to vote on the Access merger proposal. Approval of the Access compensation proposal and the Access adjournment proposal each require the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Access special meeting.
With respect to the Access merger proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against the Access merger proposal. With respect to the Access compensation proposal and the Access adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Access special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposals.
The Union Special Meeting (page 60)
Union will hold the Union special meeting at the Omni Hotel Richmond, 100 South 12th Street, Richmond, Virginia 23219, commencing at 10:00 a.m., Eastern Time, on January 15, 2019. At the Union special meeting, Union shareholders will be asked to consider and vote on the Union merger and share issuance proposal and the Union adjournment proposal, if necessary or appropriate.
Union has set the close of business on December 7, 2018 as the Union record date to determine which Union shareholders will be entitled to receive notice of and vote at the Union special meeting. Each holder of shares of Union common stock outstanding at the close of business on the Union record date will be entitled to one vote for each share held of record. As of the Union record date, there were 65,988,528 shares
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of Union common stock entitled to vote at the Union special meeting. As of the Union record date, the directors and executive officers of Union and their affiliates beneficially owned and were entitled to vote approximately 713,343 shares of Union common stock, representing approximately 1.08% of the shares of Union common stock outstanding on that date.
Approval of the Union merger and share issuance proposal requires the affirmative vote of holders of a majority of the outstanding shares of Union common stock entitled to vote on the Union merger and share issuance proposal. Approval of the Union adjournment proposal requires the affirmative vote of holders of a majority of the votes cast, in person or by proxy, at the Union special meeting.
With respect to the Union merger and share issuance proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Union special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have the same effect as a vote against such proposal. With respect to the Union adjournment proposal, if you mark “ABSTAIN” on your proxy card, fail to either submit a proxy card or vote by telephone or the internet or in person at the Union special meeting, or are a “street name” holder and fail to instruct your bank, broker or other nominee how to vote, it will have no effect on such proposal.
Interests of Access’s Directors and Executive Officers in the Mergers (page 102)
In considering the recommendations of the Access board of directors, Access shareholders should be aware that Access’s directors and executive officers have interests in the mergers that may be different from, or in addition to, the interests of the Access shareholders generally. The Access board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated by the merger agreement and in determining to recommend to the Access shareholders that they vote to approve the Access merger proposal.
These interests are described in more detail under the section entitled “The Mergers — Interests of Access’s Directors and Executive Officers in the Mergers.”
Management and Board of Directors of Union after the Mergers (page 102)
Pursuant to the merger agreement, at the effective time, Michael W. Clarke will join the boards of directors of Union and Union Bank & Trust, and as a result such boards will consist of 19 members. Michael W. Clarke is the current President and Chief Executive Officer of Access and a member of the current Access board of directors.
Regulatory Approvals Required for the Mergers (page 109)
The completion of the mergers is subject to prior receipt of certain approvals and consents required to be obtained from applicable governmental and regulatory authorities. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, or the Federal Reserve, and the Virginia Bureau of Financial Institutions of the Virginia State Corporation Commission, or the VBFI. Union and Access have filed all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers. Although neither Union nor Access knows of any reason why the parties cannot obtain regulatory approvals required to consummate the mergers in a timely manner, Union and Access cannot be certain of when or if such approvals will be obtained.
Accounting Treatment (page 110)
The merger will be accounted for as an acquisition by Union using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Access as of the date of acquisition will be recorded at their respective fair values and added to those of Union. Any excess of the total consideration paid in connection with the merger over the net fair values is recorded as goodwill. Consolidated financial statements of Union issued after the date of acquisition would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of Access.
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Public Trading Markets (page 110)
Union common stock is listed on the Nasdaq Global Select Market under the symbol “UBSH.” Access common stock is listed on the Nasdaq Global Market under the symbol “ANCX.” Upon completion of the merger, Access common stock will be delisted from the Nasdaq Global Market and thereafter will be deregistered under the Exchange Act. The Union common stock issuable in the merger will be listed on Nasdaq Global Select Market.
Appraisal and Dissenters’ Rights (page 110)
Under Virginia law, Access shareholders will not be entitled to exercise any appraisal or dissenters’ rights in connection with the merger.
Agreement Not to Solicit Other Offers (page 121)
Access has agreed that it and its subsidiaries will not, and will cause their respective directors, officers, employees, agents and representatives not to, directly or indirectly:

initiate, solicit, encourage (including by providing information or assistance), facilitate or induce any acquisition proposal (as defined in “The Merger Agreement — Agreement Not to Solicit Other Offers”);

furnish or cause to be furnished any confidential or nonpublic information or data relating to any acquisition proposal;

engage or participate in any negotiations or discussions concerning any acquisition proposal;

approve, agree to, accept, endorse or recommend any acquisition proposal; or

approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any acquisition agreement (as defined in “The Merger Agreement — Agreement Not to Solicit Other Offers”) contemplating or otherwise relating to any acquisition proposal.
Notwithstanding Access’s non-solicitation obligations described above, if Access or any of its representatives receives an unsolicited, bona fide written acquisition proposal by any person that did not result from or arise in connection with a breach of its non-solicitation obligations, then Access may, prior to the Access special meeting, furnish confidential or nonpublic information to and engage or participate in discussions and negotiations with such person if  (1) the Access board of directors concludes in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such actions would be reasonably likely to result in a violation of its fiduciary duties to Access’s shareholders under applicable law, (2) before furnishing any confidential or nonpublic information, Access receives from such person an executed confidentiality agreement on terms no less restrictive (with respect to each provision) than the confidentiality agreements, dated as of September 3, 2018 and September 4, 2018, between Union and Access, or the confidentiality agreements, which confidentiality agreement will not provide such person with any exclusive right to negotiate with Access, provided, that any non-public information provided to any person given such access will have previously been provided to Union and (3) the Access board of directors concludes in good faith (after consultation with its outside legal counsel and financial advisors) that such acquisition proposal constitutes or is reasonably likely to result in a superior proposal (as defined in “The Merger Agreement — Agreement Not to Solicit Other Offers”).
Shareholder Meetings and Recommendation of Union and Access Boards of Directors (page 122)
Each of Union and Access has agreed to hold a meeting of its shareholders as promptly as reasonably practicable after this joint proxy statement/prospectus is declared effective for the purpose of obtaining the requisite Access shareholder approval of the merger agreement, in the case of Access shareholders, which we refer to as the Access shareholder approval, and obtaining the requisite Union shareholder approval of the merger agreement and Union share issuance, in the case of Union shareholders, which we refer to as the Union shareholder approval.
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The boards of directors of Access and Union have agreed to recommend to their respective shareholders the approval of the Access merger proposal, in the case of Access, and the approval of the Union merger and share issuance proposal, in the case of Union, and to include such recommendations in this joint proxy statement/prospectus and to solicit and use their respective reasonable best efforts to obtain, in the case of Access, the Access shareholder approval and, in the case of Union, the Union shareholder approval. The board of directors of each of Access and Union and any committee thereof agreed to not withhold, withdraw, qualify or modify (or propose publicly to withhold, withdraw, qualify or modify) such recommendation in any manner adverse to Union or Access, respectively, which we refer to as a change in recommendation.
However, at any time prior to the Access special meeting, the Access board of directors may make a change in recommendation or terminate the merger agreement and enter into an acquisition agreement with respect to a superior proposal subject to compliance with the termination fee provisions in the merger agreement; provided, that the Access board of directors may only take such actions if:

an unsolicited bona fide written acquisition proposal (that did not result from a breach of Access’s non-solicitation obligations described above) is made to Access by a third party, and such acquisition proposal is not withdrawn;

the Access board of directors has concluded in good faith (after consultation with its outside financial and legal advisors) that such acquisition proposal constitutes a superior proposal;

the Access board of directors has concluded in good faith (after consultation with its financial and legal advisors) that failure to do so would be a violation of its fiduciary duties to Access’s shareholders under applicable law;

Access gives Union at least five business days’ notice of its intention to make a change in recommendation, specifying in reasonable detail the reasons therefor and including the material terms and conditions of such proposal and the identity of the person making such acquisition proposal;

during such five business day period, Access has, and has caused its outside financial and legal advisors to, consider and, at the reasonable request of Union, engage in good faith discussions with Union regarding, any adjustment or modification of the terms of the merger agreement proposed in writing by Union; and

the Access board of directors, following such five business day period, has again reasonably concluded in good faith (after consultation with its outside financial and legal advisors and taking into account any adjustment or modification of the terms of the merger agreement proposed in writing by Union) that such acquisition proposal nonetheless continues to constitute a superior proposal and that failure to take such action would be a violation of the board of directors’ fiduciary duties to Access’s shareholders under applicable law.
Any amendment to any material term of such acquisition proposal will require a new determination and notice period.
In addition, at any time prior to the Union special meeting, the Union board of directors may make a change in recommendation; provided, that the Union board of directors may only make a change in recommendation if:

the Union board of directors has concluded in good faith (after consultation with its outside financial and legal advisors) that failure to do so would be a violation of its fiduciary duties to Union’s shareholders under applicable law;

Union gives Access at least five business days’ notice of its intention to make a change in recommendation, specifying in reasonable detail the reasons therefor;

during such five business day period, Union has and has caused its outside financial and legal advisors to, consider and, at the reasonable request of Access, engage in good faith discussions with Access regarding any adjustment or modification of the terms of the merger agreement proposed in writing by Access; and
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the Union board of directors, following such five business day period, has reasonably concluded in good faith (after consultation with outside financial and legal advisors and taking into account any adjustment or modification of the terms of the merger agreement proposed in writing by Access), that failure to make a change in recommendation would be a violation of the board of directors’ fiduciary duties to Union’s shareholders under applicable law.
Conditions to Consummation of the Merger (page 124)
The respective obligation of each party to consummate the merger is subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

the approval of the Access merger proposal by the Access shareholders and the approval of the Union merger and share issuance proposal by the Union shareholders;

the receipt of all permits, consents, approvals, waivers, non-objections, and authorizations from each governmental authority and third parties that are necessary or advisable to consummate the transactions contemplated by the merger agreement, and expiration of all related statutory waiting periods, which we refer to as the requisite regulatory approvals;

the effectiveness of the registration statement of which this joint proxy statement/prospectus is a part under the Securities Act of 1933, as amended, which we refer to as the Securities Act, and there being no stop order or proceeding by the United States Securities and Exchange Commission, or the SEC, to suspend the effectiveness of the registration statement;

the approval of the listing on the Nasdaq Global Select Market of the Union common stock to be issued pursuant to the merger; and

the absence of any law, order, decree or injunction (whether temporary, preliminary or permanent) or other action by any governmental authority of competent jurisdiction restricting, enjoining or prohibiting or making illegal the consummation of the transactions contemplated by the merger agreement (including the merger).
Each party’s obligation to consummate the merger is also subject to the satisfaction or waiver at or prior to the effective time of the following conditions:

the accuracy of the representations and warranties of the other party in the merger agreement as of the date of the merger agreement and as of the closing date, subject to the materiality standards provided in the merger agreement;

the performance by the other party in all material respects of all obligations of such party required to be performed by it under the merger agreement at or prior to the effective time;

the receipt of a certificate from the other party to the effect that the two conditions described above have been satisfied;

the receipt by each party of a written opinion of its counsel to the effect that the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code; and

in the case of Union, the receipt of requisite regulatory approvals without the imposition of a burdensome condition (as defined in “The Merger Agreement — Covenants and Agreements”).
We cannot be certain of when, or if, the conditions to the merger will be satisfied or waived, or that the mergers will be completed in the first quarter of 2019 or at all. As of the date of this joint proxy statement/​prospectus, we have no reason to believe that any of these conditions will not be satisfied.
Termination of the Merger Agreement (page 124)
The merger agreement may be terminated and the merger and the other transactions contemplated by the merger agreement abandoned at any time before the effective time (whether before or after the approval of the merger by Access shareholders or by Union shareholders) by mutual written agreement, or by either party in the following circumstances:

the merger has not been consummated by October 4, 2019, which we refer to as the outside date, if the failure of the effective time to occur on or before that date is not caused by the terminating party’s breach of the merger agreement, which we refer to as an outside date termination;
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any governmental authority denies a requisite regulatory approval and such denial is final, the relevant governmental authority will have requested in writing that Union, Access or any of their respective subsidiaries withdraw (other than for technical reasons), and not be permitted to resubmit within 90 days, any application with respect to a regulatory approval or any governmental authority has issued a final, nonappealable injunction permanently enjoining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement;

if there was a breach or inaccuracy, as applicable, of any representation, warranty, covenant or agreement contained in the merger agreement on the part of Access, in the case of a termination by Union, or Union, in the case of a termination by Access, which breach or inaccuracy would, either individually or in the aggregate with all other breaches or inaccuracies, constitute the failure of a Union or Access condition to closing, respectively, and is not cured within 30 days following written notice or by its nature cannot be cured during such period; provided that the terminating party is not then in material breach of any representation, warranty, covenant or other agreement contained in the merger agreement, which we refer to as a breach termination;

the Access shareholder approval is not obtained at the Access special meeting, which we refer to as a no-vote termination; or

the Union shareholder approval is not obtained at the Union special meeting.
In addition, Union may terminate the merger agreement if:

the Access board of directors fails to recommend that the Access shareholders approve the Access merger proposal, effects a change in its recommendation or approves, adopts, endorses or recommends any acquisition proposal, or breaches its obligations with respect to not soliciting acquisition proposals, holding the Access special meeting or making its recommendation to approve the Access merger proposal; or

a governmental authority grants a regulatory approval but such requisite regulatory approval contains, results or would reasonably be expected to result in, the imposition of a burdensome condition.
In addition, Access may terminate the merger agreement if:

the Union board of directors fails to recommend that the Union shareholders approve the Union merger and share issuance proposal, effects a change in its recommendation, or fails to call, give notice of, convene or hold the Union special meeting; or

the Access board of directors determines to enter into an acquisition agreement with respect to a superior proposal in accordance with its obligations with respect to acquisition proposals.
Termination Fee (page 126)
Access will pay Union a $25,000,000 termination fee if:

(1) either Access or Union effects an outside date termination (and the Access shareholder approval has not been obtained), (2) either Access or Union effects a no-vote termination, or (3) Union effects a breach termination and, in each case, prior to such termination and after the date of the merger agreement, an acquisition proposal for Access has been made or an intention to make an acquisition proposal has been publicly announced, and, within 12 months of such termination, any acquisition proposal results in the execution of a definitive agreement or a completed transaction;

Union terminates the merger agreement because the Access board of directors has failed to recommend that the Access shareholders approve the Access merger proposal, effected a change in its recommendation or approved, adopted, endorsed or recommended any acquisition proposal, or breached its obligations with respect not soliciting to acquisition proposals, holding the Access special meeting or making its recommendation to approve the Access merger proposal; or
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Access terminates the merger agreement because the Access board of directors determines to enter into an acquisition agreement with respect to a superior proposal in accordance with its obligations with respect to acquisition proposals.
Union will pay Access a $25,000,000 termination fee if:

Access terminates the merger agreement because the Union board of directors failed to recommend that the Union shareholders approve the Union merger and share issuance proposal, effected a change in its recommendation, or fails to call, give notice of, convene or hold the Union special meeting.
If Access or Union, as applicable, fails to promptly pay any termination fee payable when due, then Access or Union, as applicable, must pay to Union or Access, as applicable, its fees and expenses (including attorneys’ fees and expenses) in connection with collecting such fee, together with interest on the amount of such fee at the prime rate published in The Wall Street Journal from the date such payment was due under the merger agreement.
Affiliate Agreements (page 127)
In connection with entering into the merger agreement, each of the members of the board of directors of each of Access and Union and certain executive officers of Access, in their capacities as Access and Union shareholders, as the case may be, entered into the affiliate agreements and agreed to vote their shares of Access common stock and Union common stock, as applicable, in favor of the Access merger proposal, in the case of Access, and in favor of the Union merger and share issuance proposal, in the case of Union, and certain related matters and against alternative transactions. As of the applicable record date, shares constituting 11.48% of the Access common stock entitled to vote at the Access special meeting, and 0.85% of the Union common stock entitled to vote at the Union special meeting, are subject to the affiliate agreements.
Material U.S. Federal Income Tax Consequences Relating to the Merger (page 128)
The merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this joint proxy statement/prospectus is a part, Covington, Union’s counsel, has delivered to Union, and Troutman Sanders, Access’s counsel, has delivered to Access, their respective opinions that, for United States federal income tax purposes, subject to the limitations, assumptions and qualifications described in “Material United States Federal Income Tax Consequences of the Merger”, the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Additionally, as a condition to the respective obligations of Union and Access to each complete the merger, Union will receive a legal opinion from Covington, and Access will receive a legal opinion from Troutman Sanders, each dated as of the closing date and each to the effect that the merger will constitute a reorganization within the meaning of Section 368(a) of the Code. Accordingly, if you are a U.S. holder (as defined in section entitled “Material United States Federal Income Tax Consequences of the Merger”) of Access common stock, you will not recognize any gain or loss for U.S. federal income tax purposes upon your exchange of shares of Access common stock for shares of Union common stock in the merger, except with respect to cash received in lieu of fractional shares of Union common stock. Notwithstanding the foregoing, your tax treatment will depend on your specific situation and many variables not within Union’s or Access’s control.
The delivery of the legal opinions described above are conditions to the respective obligations of Union and Access to each complete the merger. Neither Union nor Access currently intends to waive these conditions to the consummation of the merger. In the event that Union or Access waives the condition to receive such tax opinion and the tax consequences of the merger materially change, then Union and Access will recirculate appropriate soliciting materials and seek new approval of the merger from Access and Union shareholders.
The U.S. federal income tax consequences described above may not apply to all holders of Access common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult an independent tax advisor for a full understanding of the particular tax consequences of the merger to you.
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Comparison of Shareholders’ Rights (page 131)
Upon completion of the merger, the rights of former Access shareholders will be governed by the articles of incorporation and bylaws of Union, each as amended to date, which we refer to as the Union articles of incorporation and the Union bylaws, respectively. The rights associated with Access common stock are different from the rights associated with Union common stock. Please see the section entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Union common stock.
Risk Factors (page 39)
Before voting at the Access special meeting or the Union special meeting, you should carefully consider all of the information contained in or incorporated by reference into this joint proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” and described in Union’s Annual Report on Form 10-K for the year ended on December 31, 2017, Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, and other reports filed by Union with the SEC, which are incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF UNION
The following table summarizes financial results achieved by Union for the periods and at the dates indicated and should be read in conjunction with Union’s consolidated financial statements and the notes to the consolidated financial statements contained in reports that Union has previously filed with the SEC. Historical financial information for Union can be found in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 and its Annual Report on Form 10-K for the year ended December 31, 2017. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the nine months ended September 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of Union believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the nine months ended September 30, 2018 and 2017 indicate results for any future period.
UNION BANKSHARES CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share data)
As of  & For the
Nine Months Ended
September 30,
As of  & For the Years Ended December 31,
2018
2017
2017
2016
2015
2014
2013
Results of Operations
Interest and dividend income
$ 388,151 $ 241,865 $ 329,044 $ 293,736 $ 275,387 $ 273,140 $ 168,695
Interest expense
70,549 35,947 50,037 29,770 24,937 19,927 20,501
Net interest income
317,602 205,918 279,007 263,966 250,450 253,213 148,194
Provision for credit losses
9,011 7,344 10,802 8,883 9,450 7,800 6,056
Net interest income after provision for credit losses
308,591 198,574 268,205 255,083 241,000 245,413 142,138
Noninterest income
80,752 47,305 62,429 59,849 54,993 51,220 26,828
Noninterest expenses
263,234 167,871 225,668 213,090 206,310 222,419 120,124
Income before income taxes
126,109 78,008 104,966 101,842 89,683 74,214 48,842
Income tax expense
20,973 20,924 32,790 25,944 23,071 19,533 13,478
Income from continuing operations
105,136 57,084 72,176 75,898 66,612 54,681 35,364
Discontinued operations, net of tax
(2,973) 653 747 1,578 467 (2,517) (998)
Net income
$ 102,163 $ 57,737 $ 72,923 $ 77,476 $ 67,079 $ 52,164 $ 34,366
Financial Condition
Assets
$ 13,371,742 $ 9,029,436 $ 9,315,179 $ 8,426,793 $ 7,693,291 $ 7,358,643 $ 4,176,353
Securities available for sale, at fair value
1,883,141 968,361 974,222 946,764 903,292 1,102,114 677,348
Securities held to maturity, at carrying value
235,333 204,801 199,639 201,526 205,374
Loans held for investment, net of deferred fees and costs
9,411,598 6,898,729 7,141,552 6,307,060 5,671,462 5,345,996 3,039,368
Allowance for loan losses
41,294 37,162 38,208 37,192 34,047 32,384 30,135
Intangible assets, net
779,262 314,208 313,331 318,793 316,832 325,277 71,380
Tangible assets, net(1)
12,592,480 8,715,228 9,001,848 8,108,000 7,376,459 7,033,366 4,104,973
Deposits
9,834,695 6,881,826 6,991,718 6,379,489 5,963,936 5,638,770 3,236,842
Total borrowings
1,554,642 1,052,087 1,219,414 990,089 680,175 686,935 463,314
Total liabilities
11,491,713 7,988,065 8,268,850 7,425,761 6,697,924 6,381,474 3,783,543
Common shareholders’ equity
1,880,029 1,041,371 1,046,329 1,001,032 995,367 977,169 437,810
Tangible common shareholders’ equity(1)
1,100,767 727,163 732,998 682,239 678,535 651,892 366,430
(1)
This is a non-GAAP financial measure. See the section entitled “Reconciliation of Union Non-GAAP Financial Measures.”
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As of  & For the
Nine Months Ended
September 30,
As of  & For the Years Ended December 31,
2018
2017
2017
2016
2015
2014
2013
Ratios
Net interest margin(2)
3.69% 3.47% 3.48% 3.64% 3.73% 3.93% 3.99%
Net interest margin (FTE)(1)
3.76% 3.62% 3.63% 3.80% 3.89% 4.09% 4.22%
Return on average assets
1.05% 0.88% 0.83% 0.96% 0.90% 0.72% 0.85%
Return on average common shareholders’ equity
7.38% 7.53% 7.07% 7.79% 6.76% 5.30% 7.89%
Return on average tangible common
shareholders’ equity(1)
12.71% 10.90% 10.20% 11.45% 10.00% 8.02% 9.48%
Efficiency ratio
66.08% 66.29% 66.09% 65.81% 67.54% 73.06% 68.63%
Efficiency ratio (FTE)(1)
65.12% 64.10% 63.89% 63.56% 65.31% 70.75% 65.39%
CET1 capital (to risk weighted assets)
9.92% 9.40% 9.04% 9.72% 10.55% 11.20% 11.26%
Tier 1 capital (to risk weighted assets)
11.12% 10.56% 10.14% 10.97% 11.93% 12.76% 13.03%
Total capital (to risk weighted assets)
12.97% 12.94% 12.43% 13.56% 12.46% 13.38% 14.16%
Leverage Ratio
9.89% 9.52% 9.42% 9.87% 10.68% 10.62% 10.69%
Common equity to total assets
14.06% 11.53% 11.23% 11.88% 12.94% 13.28% 10.48%
Tangible common equity/tangible assets(1)
8.74% 8.34% 8.14% 8.41% 9.20% 9.27% 8.93%
Asset Quality
Allowance for loan losses
$ 41,294 $ 37,162 $ 38,208 $ 37,192 $ 34,047 $ 32,384 $ 30,135
Nonaccrual loans
$ 28,110 $ 20,122 $ 21,743 $ 9,973 $ 11,936 $ 19,255 $ 15,035
Foreclosed property
$ 6,800 $ 6,449 $ 5,253 $ 7,430 $ 11,994 $ 23,058 $ 34,116
ALL/total outstanding loans
0.44% 0.54% 0.54% 0.59% 0.60% 0.61% 0.99%
Nonaccrual loans/total loans
0.30% 0.29% 0.30% 0.16% 0.21% 0.36% 0.49%
ALL/nonaccrual loans
146.90% 184.68% 175.73% 372.93% 285.25% 168.18% 200.43%
NPAs/total outstanding loans
0.37% 0.39% 0.38% 0.28% 0.42% 0.79% 1.62%
Net charge-offs/total average
loans
0.08% 0.15% 0.15% 0.09% 0.14% 0.11% 0.36%
Provision/total average loans
0.13% 0.15% 0.17% 0.15% 0.17% 0.15% 0.20%
Per Share Data
Earnings per share, basic
$ 1.55 $ 1.32 $ 1.67 $ 1.77 $ 1.49 $ 1.13 $ 1.38
Earnings per share, diluted
1.55 1.32 1.67 1.77 1.49 1.13 1.37
Cash dividends paid per share
0.65 0.60 0.81 0.77 0.68 0.58 0.54
Market value per share
38.53 35.30 36.17 35.74 25.24 24.08 24.81
Book value per share
28.68 24.00 24.10 23.15 22.38 21.73 17.63
Tangible book value per share(1)
16.79 16.76 16.88 15.78 15.25 14.50 14.76
Price to earnings ratio, diluted
18.59 20.00 21.66 20.19 16.94 21.31 18.11
Price to book value ratio
1.34 1.47 1.50 1.54 1.13 1.11 1.41
Dividend payout ratio
41.94% 45.45% 48.50% 43.50% 45.64% 51.33% 39.42%
Weighted average shares outstanding, basic
65,817,668 43,685,045 43,698,897 43,784,193 45,054,938 46,036,023 24,975,077
Weighted average shares outstanding, diluted
65,873,202 43,767,502 43,779,744 43,890,271 45,138,891 46,130,895 25,030,711
(1)
This is a non-GAAP financial measure. See the section entitled “Reconciliation of Union Non-GAAP Financial Measures.”
(2)
Net interest income divided by total average earning assets.
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TABLE OF CONTENTS
Reconciliation of Union Non-GAAP Financial Measures
In reporting the consolidated financial data as of and for each of the years in the five-year period ended December 31, 2017 and as of and for the nine months ended September 30, 2018 and 2017, Union has provided supplemental performance measures on a tax-equivalent or tangible basis. These non-GAAP financial measures are a supplement to generally accepted accounting principles in the U.S., or GAAP, which is used to prepare Union’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, Union’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. Union uses the non-GAAP financial measures discussed herein in its analysis of Union’s performance.
Union believes that net interest income (fully taxable equivalent, or FTE), which is used in computing net interest margin (FTE) and efficiency ratio (FTE), provides valuable additional insight into the net interest margin and efficiency ratio by adjusting for differences in tax treatment of interest income sources.
Union believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. These ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which Union believes will assist investors in assessing the capital of Union and its ability to absorb potential losses.
As of  & For the
Nine Months Ended
September 30,
As of  & For the Years Ended December 31,
2018
2017
2017
2016
2015
2014
2013
Net Interest Income (FTE)
Net interest income (GAAP)
$ 317,602 $ 205,918 $ 279,007 $ 263,966 $ 250,450 $ 253,213 $ 148,194
FTE adjustment
5,860 8,683 11,767 11,428 10,463 9,932 8,688
Net interest income (FTE) (non-GAAP)
$ 323,462 $ 214,601 $ 290,774 $ 275,394 $ 260,913 $ 263,145 $ 156,882
Average earning assets
$ 11,506,200 $ 7,922,944 $ 8,016,311 $ 7,249,090 $ 6,713,239 $ 6,437,681 $ 3,716,849
Net interest margin (GAAP)
3.69% 3.47% 3.48% 3.64% 3.73% 3.93% 3.99%
Net interest margin (FTE) (non-GAAP)
3.76% 3.62% 3.63% 3.80% 3.89% 4.09% 4.22%
Efficiency ratio (GAAP)
66.08% 66.29% 66.09% 65.81% 67.54% 73.06% 68.63%
Efficiency ratio (FTE) (non-GAAP)
65.12% 64.10% 63.89% 63.56% 65.31% 70.75% 65.39%
Tangible Assets
Ending assets (GAAP)
$ 13,371,742 $ 9,029,436 $ 9,315,179 $ 8,426,793 $ 7,693,291 $ 7,358,643 $ 4,176,353
Less: Ending intangible assets
779,262 314,208 313,331 318,793 316,832 325,277 71,380
Ending tangible assets (non-GAAP)
$ 12,592,480 $ 8,715,228 $ 9,001,848 $ 8,108,000 $ 7,376,459 $ 7,033,366 $ 4,104,973
Tangible Common Equity
Ending common shareholders’ equity (GAAP)
$ 1,880,029 $ 1,041,371 $ 1,046,329 $ 1,001,032 $ 995,367 $ 977,169 $ 437,810
Less: Ending intangible assets
779,262 314,208 313,331 318,793 316,832 325,277 71,380
Ending tangible common shareholders’ equity (non-GAAP)
$ 1,100,767 $ 727,163 $ 732,998 $ 682,239 $ 678,535 $ 651,892 $ 366,430
Average common shareholders’ equity (GAAP)
$ 1,851,072 $ 1,024,853 $ 1,030,847 $ 994,785 $ 991,977 $ 983,727 $ 435,635
Less: Average intangible assets
776,769 316,375 315,722 318,131 320,906 333,495 73,205
Average tangible common shareholders’ equity (non-GAAP)
$ 1,074,303 $ 708,478 $ 715,125 $ 676,654 $ 671,071 $ 650,232 $ 362,430
Return on average common shareholders’ equity (GAAP)
7.38% 7.53% 7.07% 7.79% 6.76% 5.30% 7.89%
Return on average tangible common shareholders’ equity (non-GAAP)
12.71% 10.90% 10.20% 11.45% 10.00% 8.02% 9.48%
Common equity to total assets (GAAP)
14.06% 11.53% 11.23% 11.88% 12.94% 13.28% 10.48%
Tangible common equity/tangible assets (non-GAAP)
8.74% 8.34% 8.14% 8.41% 9.20% 9.27% 8.93%
Book value per share (GAAP)
$ 28.68 $ 24.00 $ 24.10 $ 23.15 $ 22.38 $ 21.73 $ 17.63
Tangible book value per share (non-GAAP) 
$ 16.79 $ 16.76 $ 16.88 $ 15.78 $ 15.25 $ 14.50 $ 14.76
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TABLE OF CONTENTS
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF ACCESS
The following table summarizes financial results achieved by Access for the periods and at the dates indicated and should be read in conjunction with Access’s consolidated financial statements and the notes to the consolidated financial statements, which are included in Annex G hereto, and with Access’s “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Annex F hereto. Please see the section entitled “Where You Can Find More Information” for instructions on how to obtain the information that has been incorporated by reference. Financial amounts as of and for the nine months ended September 30, 2018 and 2017 are unaudited and are not necessarily indicative of the results of operations for the full year or any other interim period, and management of Access believes that such amounts reflect all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of its results of operations and financial position as of the dates and for the periods indicated. You should not assume the results of operations for past years and for the nine months ended September 30, 2018 and 2017 indicate results for any future period.
ACCESS NATIONAL CORPORATION AND SUBSIDIARIES
(In thousands, except share and per share data)
As of  & For the
Nine Months Ended
September 30,
As of  & For the Years Ended December 31,
2018
2017
2017
2016
2015
2014
2013
Results of Operations
Interest and dividend income
$ 83,142 $ 68,385 $ 95,480 $ 50,015 $ 43,666 $ 38,501 $ 35,876
Interest expense
12,817 7,926 11,108 6,304 4,119 3,273 3,712
Net interest income
70,325 60,459 84,372 43,711 39,547 35,228 32,164
Provision for credit losses
2,102 3,200 6,919 2,120 150 675
Net interest income after provision for credit losses
68,223 57,259 77,453 41,591 39,397 35,228 31,489
Noninterest income
23,929 23,411 32,092 31,803 26,065 19,300 28,150
Noninterest expenses
59,366 61,214 81,068 47,790 41,866 33,018 39,198
Income before income taxes
32,786 19,456 28,477 25,604 23,596 21,510 20,441
Income tax expense
6,128 6,001 11,977 9,200 8,177 7,585 7,234
Net income
26,658 13,455 16,500 16,404 15,419 13,925 13,207
Financial Condition
Assets
3,021,323 2,873,069 2,873,894 1,430,708 1,178,548 1,052,880 847,182
Securities available for sale, at fair value
424,445 395,040 407,446 194,090 160,162 125,080 76,552
Securities held to maturity, at carrying value
28,353 28,329 28,272 9,200 14,287 14,309 16,277
Loans held for sale, at fair value
36,600 26,234 31,999 35,676 44,135 45,026 24,353
Loans held for investment, net of deferred fees
and costs
2,094,270 1,957,109 1,966,358 1,049,698 887,478 776,603 687,055
Allowance for loan losses
17,349 15,692 15,805 16,008 13,563 13,399 13,136
Intangible assets, net
184,028 182,156 185,161 1,833 1,882 1,491
Tangible assets, net(1)
2,837,295 2,690,913 2,688,733 1,428,875 1,176,666 1,051,389 847,182
Deposits
2,294,864 2,286,212 2,234,148 1,054,327 913,744 755,443 572,972
Total borrowings
257,561 139,527 185,993 246,009 146,129 185,635 172,855
Total liabilities
2,579,380 2,452,896 2,452,270 1,310,178 1,069,410 953,976 756,048
Common shareholders’ equity
441,943 420,173 421,624 120,530 109,138 98,904 91,134
Tangible common shareholders’ equity(1)
257,915 238,017 236,463 118,697 107,256 97,413 91,134
(1)
This is a non-GAAP financial measure. See the section entitled “Reconciliation of Access Non-GAAP Financial Measures.”
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TABLE OF CONTENTS
As of  & For the
Nine Months Ended
September 30,
As of  & For the Years Ended December 31,
2018
2017
2017
2016
2015
2014
2013
Ratios
Net interest margin(2)
3.63% 3.84% 3.81% 3.52% 3.68% 3.80% 3.85%
Net interest margin (FTE)(1)
3.68% 3.91% 3.88% 3.55% 3.69% 3.80% 3.85%
Return on average assets
1.23% 0.75% 0.67% 1.27% 1.39% 1.45% 1.55%
Return on average common shareholders’ equity
8.27% 4.71% 5.03% 14.11% 14.83% 14.47% 14.00%
Return on average tangible common
shareholders’ equity(1)
14.52% 9.33% 8.15% 14.33% 15.05% 14.68% 14.00%
Efficiency ratio
62.99% 72.99% 69.61% 63.29% 63.81% 60.55% 64.99%
Efficiency ratio (FTE)(1)
62.37% 71.89% 68.70% 63.02% 63.64% 60.47% 64.98%
CET1 capital (to risk weighted assets)
11.85% 11.46% 11.54% 10.25% 11.14%
Not
reported

Not
reported
Tier 1 capital (to risk weighted assets)
11.85% 11.46% 11.54% 10.25% 11.14% 11.16% 12.05%
Total capital (to risk weighted assets)
12.65% 12.24% 12.33% 11.51% 12.39% 12.41% 13.30%
Leverage Ratio
9.81% 8.80% 9.12% 8.90% 9.34% 9.39% 10.76%
Common equity to total assets
14.63% 14.62% 14.68% 8.42% 9.26% 9.39% 10.76%
Tangible common equity/tangible assets(1)
9.09% 8.85% 8.79% 8.31% 9.12% 9.25% 10.76%
Asset Quality
Allowance for loan losses
$ 17,349 $ 15,692 $ 15,805 $ 16,008 $ 13,563 $ 13,399 $ 13,136
Nonaccrual loans
$ 5,463 $ 5,837 $ 4,626 $ 6,922 $ 7,417 $ 1,622 $ 2,535
OREO
$ 643 $ 1,980 $ 643 $ $ $ $
ALL/total outstanding loans
0.83% 0.80% 0.80% 1.53% 1.53% 1.73% 1.91%
Nonaccrual loans/total loans
0.26% 0.30% 0.23% 0.66% 0.84% 0.21% 0.37%
ALL/nonaccrual loans
317.57% 268.84% 341.65% 231.26% 182.86% 826.08% 518.19%
NPAs/total outstanding loans
0.29% 0.40% 0.23% 0.66% 0.84% 0.21% 0.37%
Net charge-offs/total average loans
0.03% 0.22% 0.42% (0.03)% % (0.04)% 0.01%
Provision/total average loans
0.11% 0.20% 0.41% 0.23% 0.02% 0.00% 0.10%
Per Share Data
Earnings per share, basic
$ 1.28 $ 0.77 $ 0.92 $ 1.55 $ 1.46 $ 1.33 $ 1.28
Earnings per share, diluted
1.28 0.77 0.92 1.54 1.46 1.33 1.27
Cash dividends paid per share(3)
0.46 0.45 0.60 0.60 0.95 0.50 1.11
Market value per share
26.94 27.85 27.21 26.54 19.00 15.14 12.70
Book value per share
21.13 20.55 20.53 11.33 10.35 9.45 8.79
Tangible book value per share(1)
12.33 11.64 11.52 11.16 10.17 9.30 8.79
Price to earnings ratio, diluted
6.34% 3.69% 3.38% 5.80% 7.68% 8.78% 10.00%
Price to book value ratio
128% 136% 133% 234% 184% 160% 145%
Dividend payout ratio(4)
35.72% 46.73% 56.70% 38.71% 41.10% 63.91% 86.72%
Weighted average shares outstanding, basic
20,734,621 17,156,521 17,988,670 10,586,394 10,513,008 10,424,067 10,319,802
Weighted average shares outstanding, diluted
20,821,096 17,273,367 18,076,304 10,677,561 10,581,871 10,466,841 10,403,155
(1)
This is a non-GAAP financial measure. See the section entitled “Reconciliation of Access Non-GAAP Financial Measures.”
(2)
Net interest income divided by total average earning assets.
(3)
Cash dividends paid includes the $0.35 special dividend declared at December 31, 2014 and paid in January 2015.
(4)
Adjusted for the special dividend payment of  $0.35 declared in 2014 but paid in 2015.
25

TABLE OF CONTENTS
Reconciliation of Access Non-GAAP Financial Measures
In reporting the consolidated financial data as of and for each of the years in the five-year period ended December 31, 2017 and as of and for the nine months ended September 30, 2018 and 2017, Access has provided supplemental performance measures on a tax-equivalent or tangible basis. These non-GAAP financial measures are a supplement to GAAP which are used to prepare Access’s financial statements, and should not be considered in isolation or as a substitute for comparable measures calculated in accordance with GAAP. In addition, Access’s non-GAAP financial measures may not be comparable to non-GAAP financial measures of other companies. Access uses the non-GAAP financial measures discussed herein in its analysis of Access’s performance.
Access believes that net interest income (FTE), which is used in computing net interest margin (FTE) and efficiency ratio (FTE), provides valuable additional insight into the net interest margin and efficiency ratio by adjusting for differences in tax treatment of interest income sources.
Access believes tangible common equity is an important indication of its ability to grow organically and through business combinations as well as its ability to pay dividends and to engage in various capital management strategies. Tangible common equity is used in the calculation of certain profitability, capital, and per share ratios. These ratios are meaningful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which Access believes will assist investors in assessing the capital of Access and its ability to absorb potential losses.
As of  & For the
Nine Months Ended
September 30,
As of  & For the Years Ended December 31,
2018
2017
2017
2016
2015
2014
2013
Net Interest Income (FTE)
Net interest income (GAAP)
$ 70,325 $ 60,459 $ 84,372 $ 43,711 $ 39,547 $ 35,228 $ 32,164
FTE adjustment
925 1,274