United Bankshares, Inc. (NASDAQ:UBSI) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 and the historical financial statements of Cardinal
required under Item9.01(a) and the pro forma financial
information required by Item9.01(b) of Form 8-K. The historical
financial statement of Cardinal and pro forma information are
included as exhibits to Item9.01(d) of Form 8-K.
Item2.01. Completion of Acquisition or Disposition of
Assets
As a result of the acquisition of Cardinal, United issued
approximately 23.7million shares of its common stock for all of
Cardinals outstanding common stock and restricted stock, and
issued options to purchase approximately 154thousand shares of
its common stock upon conversion of Cardinals stock options.
United paid approximately $14 thousand in cash to holders of
Cardinal common stock and restricted stock in lieu of fractional
shares of United common stock. The payment of cash in lieu of
fractional shares was funded by cash on hand at United.
Item9.01 Financial Statements and
Exhibits.
| (a) | Financial statements of business acquired. |
The audited consolidated financial statements of Cardinal
Financial Corporation as of December31, 2016 and for the fiscal
year ended December31, 2016 are filed herewith as Exhibit 99.1
and are incorporated by reference in this Item9.01(a). The
consent of Cardinals independent registered public accounting
firm is attached hereto as Exhibit 23.1.
| (b) | Pro forma financial information. |
The required unaudited pro forma condensed financial information
of United and Cardinal as of and for the three-month period ended
March31, 2017 and for the twelve-month period ended December31,
2016, giving effect to the acquisition of Cardinal, is attached
hereto as Exhibit 99.2 and incorporated in this Item9.01(b) by
reference.
| (c) | None. |
| (d) | Exhibits. |
The following exhibits are filed with this Current Report on Form
8-K:
|
ExhibitNo. |
Exhibit Description |
|
| 23.1 | Consent of Yount, Hyde Barbour, P.C. | |
| 99.1 |
Audited financial statements for Cardinal Financial Corporation as of and for the fiscal year ended December 31, 2016 (incorporated by reference to Cardinal Financial Corporations Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 0-24557), filed with the SEC on March 15, 2017) |
|
| 99.2 |
Unaudited pro forma financial information as of and for the three-month period ended March 31, 2017 and for the twelve-month period ended December 31, 2016. |
About United Bankshares, Inc. (NASDAQ:UBSI)
United Bankshares, Inc. (United) is a bank holding company. The Company has approximately two banking subsidiaries (the Banking Subsidiaries) doing business under the name of United Bank, one operating under the laws of West Virginia referred to as United Bank (WV) and the other operating under the laws of Virginia referred to as United Bank (VA). The Company operates through community banking segment. United also owns nonbank subsidiaries, which engage in other community banking services, such as asset management, real property title insurance, financial planning, and brokerage services. United, through its subsidiaries, engages in community banking and offers banking products and services permitted by law and regulation. Included among the banking services offered are the acceptance of deposits in checking, savings, time and money market accounts; the making and servicing of personal, commercial, floor plan and student loans, and the making of construction and real estate loans. United Bankshares, Inc. (NASDAQ:UBSI) Recent Trading Information
United Bankshares, Inc. (NASDAQ:UBSI) closed its last trading session up +0.75 at 39.00 with 671,909 shares trading hands.
