UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement. |
On June 26, 2017, United Community Banks, Inc. (the Company), the
holding company for United Community Bank, Blairsville, Georgia,
entered into an Agreement and Plan of Merger (the Merger
Agreement) with Four Oaks Fincorp, Inc. (Four Oaks), the holding
company for Four Oaks Bank Trust Company, Four Oaks, North
Carolina. Under the Merger Agreement, Four Oaks will merge with
and into the Company (the Merger) and Four Oaks Bank Trust
Company will merge with and into United Community Bank.
Under the terms and subject to the conditions of the Merger
Agreement, at the effective time of the Merger (the Effective
Time), outstanding shares of common stock, $1.00 par value per
share of Four Oaks (Four Oaks Common Stock) will be converted
into the right to receive (i) an amount of cash equal to $1.90
(the Cash Consideration) and (ii) 0.6178 shares of the Companys
common stock, $1.00 per value per share (UCBI Stock) together
with cash in lieu of any fractional shares (the Stock
Consideration, and with the Cash Consideration, the Merger
Consideration). As ofJune 26, 2017, Four Oaks had 6,771,359
shares of Four Oaks Common Stock outstanding. The Merger
Agreement also includes provisions that address the treatment of
the outstanding equity awards of Four Oaks in the Merger. The
parties anticipate closing the Merger during the fourth quarter
of 2017.
The Merger Agreement has been unanimously approved by the boards
of directors of each of the Company and Four Oaks. The closing of
the Merger is subject to the required approval of Four Oaks
shareholders, requisite regulatory approvals, the effectiveness
of the registration statement to be filed by the Company with
respect to the UCBI Stock to be issued in the Merger, and other
customary closing conditions.
The Merger Agreement contains usual and customary representations
and warranties that the Company and Four Oaks made to each other
as of specific dates. The assertions embodied in those
representations and warranties were made solely for purposes of
the contract between the Company and Four Oaks, and may be
subject to important qualifications and limitations agreed to by
the parties in connection with negotiating its terms. Moreover,
the representations and warranties are subject to a contractual
standard of materiality that may be different from what may be
viewed as material to shareholders, and the representations and
warranties may have been used to allocate risk between the
Company and Four Oaks rather than establishing matters as facts.
The Merger Agreement provides certain termination rights for both
Four Oaks and the Company and further provides that a termination
fee of $4million will be payable by Four Oaks upon termination of
the Merger Agreement under certain circumstances, including if
Four Oaks or the Company terminates the Merger Agreement under
certain circumstances while an Acquisition Proposal is
outstanding or after such an offer has been accepted. In the
event the Company terminates the Merger Agreement after an
Adverse Recommendation Change but is not entitled to the
termination fee discussed above, Four Oaks must pay the Company
an amount equal to all out-of-pocket expenses (including all fees
and expenses of financing sources, counsel, accountants,
investment bankers, experts and consultants) actually and
reasonably incurred by the Company with or related to the
authorization, preparation, negotiation, execution and
performance of the Merger Agreement.
The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the complete text of such document,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and which is incorporated herein by reference. The related press
release is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Participants in the Merger Solicitation.
The Company and Four Oaks, and certain of their respective
directors, executive officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies from the shareholders of Four Oaks in respect of the
Merger. Information regarding the directors and executive
officers of the Company and Four Oaks and other persons who may
be deemed participants in the solicitation of the shareholders of
Four Oaks in connection with the Merger will be included in the
proxy statement/prospectus for Four Oaks special meeting of
shareholders, which will be filed by the Company with the SEC.
Information about the Companys directors and executive officers
can also be found in the Companys definitive proxy statement in
connection with its 2017 annual meeting of shareholders, as filed
with the SEC on March 24, 2017, and other documents subsequently
filed by the Company with the SEC. Information about Four Oaks
directors and executive officers can also be found in Four Oaks
definitive proxy statement in connection with its 2017 annual
meeting of shareholders, as filed with the SEC on April 17, 2017,
and other documents subsequently filed by Four Oaks with the SEC.
Additional information regarding the interests of such
participants will be included in the proxy statement/prospectus
and other relevant documents regarding the Merger filed with the
SEC when they become available.
| Item 8.01 | Other Events. |
The Company has posted on the Investor Relations page of its
website (http://www.ucbi.com) supplemental information
related to the Merger. A copy of the supplemental information is
filed as Exhibit 99.2 to this Current Report on Form 8-K and is
incorporated herein by reference. The foregoing description is
qualified in its entirety by reference to such exhibit. The
Company is not undertaking any obligation to update this
supplemental information.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated June 26, 2017, by and between United Community Banks, Inc. and Four Oaks Fincorp, Inc.* |
|
| 99.1 |
Press release dated June 27, 2017 announcing the Merger Agreement with Four Oaks Fincorp, Inc. |
|
| 99.2 | Supplemental Information dated June 27, 2017 |
| * |
The registrant has omitted schedules and similar attachments to the subject agreement to Item 601(b)(2) of Regulation S-K. The registrant will furnish a copy of any omitted schedule or similar attachment to the United States Securities and Exchange Commission upon request. |
Cautionary Statements Regarding Forward-Looking
Information.
This Current Report contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
In general, forward-looking statements usually use words such as
may, believe, expect, anticipate, intend, will, should, plan,
estimate, predict, continue and potential or the negative of
these terms or other comparable terminology, including statements
related to the expected timing of the closing of the Merger, the
expected returns and other benefits of the Merger to
shareholders, expected improvement in operating efficiency
resulting from the Merger, estimated expense reductions resulting
from the transactions and the timing of achievement of such
reductions, the impact on and timing of the recovery of the
impact on tangible book value, and the effect of the Merger on
the Companys capital ratios. Forward-looking statements represent
managements beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed;
they are not guarantees of future performance. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual
results or financial condition to differ materially from those
expressed in or implied by such statements.
Factors that could cause or contribute to such differences
include, but are not limited to, the possibility that expected
benefits may not materialize in the time frames expected or at
all, or may be more costly to achieve; that the Merger may not be
timely completed, if at all; that prior to completion of the
Merger or thereafter, the parties respective businesses may not
perform as expected due to transaction-related uncertainties or
other factors; that the parties are unable to implement
successful integration strategies; that the required regulatory,
shareholder, or other closing conditions are not satisfied in a
timely manner, or at all; reputational risks and the reaction of
the parties customers to the Merger; diversion of management time
to Merger-related issues; and other factors and risk influences
contained in the cautionary language included under the headings
Managements Discussion and Analysis of Financial Condition and
Results of Operations and Risk Factors in the Companys Form 10-K
for the year ended December 31, 2016 and other documents
subsequently filed by the Company with the SEC. Consequently, no
forward-looking statement can be guaranteed. Neither the Company
nor Four Oaks undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. For any forward-looking
statements made in this Current Report on Form 8-K, the exhibits
hereto or any related documents, the Company and Four Oaks claim
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.
Additional Information and Where to Find It.
This communication is being made in respect of the Merger
involving the Company and Four Oaks. This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. In
connection with the Merger, the Company will file with the
Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 that will include a proxy
statement/prospectus for the shareholders of Four Oaks. The
Company also plans to file other documents with the SEC regarding
the Merger with Four Oaks. Four Oaks will mail the final proxy
statement/prospectus to its shareholders. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. The proxy statement/prospectus, as
well as other filings containing information about the Company
and Four Oaks, will be available without charge, at the SECs
website (http://www.sec.gov). Copies of the proxy
statement/prospectus and other documents filed with the SEC in
connection with the Merger can also be obtained, when available,
without charge, from the Companys website
(http://www.ucbi.com) and Four Oaks website
(http://www.fouroaksbank.com).
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.
| UNITED COMMUNITY BANKS, INC. | ||
| By: | /s/ Jimmy C. Tallent | |
| Name: | Jimmy C. Tallent | |
| Title: | Chairman and Chief Executive Officer | |
Date: June 27, 2017
INDEX TO EXHIBITS
|
Exhibit No. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated June 26, 2017, by and between United Community Banks, Inc. and Four Oaks Fincorp, Inc.* |
|
| 99.1 |
Press release dated June 27, 2017 announcing the Merger Agreement with Four Oaks Fincorp, Inc. |
|
| 99.2 | Supplemental Information dated June 27, 2017 |
| * |
The registrant has omitted schedules and similar attachments to the subject agreement |
UNITED COMMUNITY BANKS INC ExhibitEX-2.1 2 t1700404_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and between FOUR OAKS FINCORP,…To view the full exhibit click here About UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI)
United Community Banks, Inc. is a bank holding company. The Company’s principal business is conducted by its subsidiary, United Community Bank (the Bank). The Bank is a chartered commercial bank that serves markets throughout north Georgia, coastal Georgia, the Atlanta-Sandy Springs-Roswell, Georgia and Gainesville, Georgia metropolitan statistical areas, western North Carolina, upstate South Carolina and east Tennessee. The Bank provides a full range of banking services. The Bank, through its full-service retail mortgage lending division, United Community Mortgage Services (UCMS), is approved as a seller/servicer for the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), and provides fixed and adjustable-rate home mortgages. The Bank owns an insurance agency, United Community Insurance Services, Inc. (UCIS), known as United Community Advisory Services, which is a subsidiary of the Bank.