United Bankshares, Inc. (“United”) (NASDAQ: UBSI), the parent
company of United Bank (“United Bank”), and Carolina Financial
Corporation (“Carolina Financial”) (NASDAQ: CARO), the parent
company of CresCom Bank (“CresCom”), today announced that they have
entered into a definitive merger agreement.
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The combined organization will be approximately $25 billion in
assets and will rank in the top 35 largest banks in the U.S. based
on market capitalization. The merger brings together two of the
best-performing banking companies in the country, and uniquely
positions the pro forma franchise as the leading community bank in
the Southeast and Mid-Atlantic. The transaction will result in a
combined company with more than 200 locations in some of the most
desirable banking markets in the nation.
United will acquire 100% of the outstanding shares of Carolina
Financial in exchange for common shares of United. The exchange
ratio will be fixed at 1.13 of United’s shares for each share of
Carolina Financial, resulting in an aggregate transaction value of
approximately $1.1 billion.
Richard M. Adams, Chairman and CEO of United, said, “We are
excited about our partnership with Carolina Financial Corporation
and the opportunities it affords both organizations. Our companies
share complementary cultures, a commitment to our customers, and a
focus on serving our communities. This transaction represents a
significant step towards continuing to grow United’s presence in
the Carolinas.” United, with locations in seven states plus the
District of Columbia, entered the North and South Carolina markets
in 2017.
Carolina Financial CEO Jerry Rexroad will join United as a board
member and executive officer. “We are partnering with a bank that
has a strong community banking culture, along with the resources of
a larger institution. We believe that United is the very best
partner to create the most trusted community bank in the
communities we serve,” commented Mr. Rexroad. He will also serve as
Chairman of United’s Carolinas franchise, and will continue to
serve as Chairman of CresCom’s Atlanta-based Crescent Mortgage
Company.
The merger agreement has been unanimously approved by the boards
of directors of both companies. The merger is expected to close in
the second quarter of 2020, subject to satisfaction of customary
closing conditions, including receipt of customary regulatory
approvals and approval by the stockholders of both companies.
Carolina Financial will merge into United, and CresCom will merge
into United Bank, with United and United Bank being the surviving
entities. Carolina Financial’s pending acquisition of North
Carolina-based Carolina Trust BancShares, Inc. (NASDAQ: CART) is
expected to close prior to year-end 2019.
Sandler O’Neill & Partners, L.P. served as financial advisor
and Bowles Rice LLP provided legal counsel to United.
Raymond James & Associates, Inc. served as financial advisor
and Nelson Mullins Riley & Scarborough LLP served as legal
counsel to Carolina Financial.
About Carolina Financial
Carolina Financial is headquartered in Charleston, S.C. and is
the parent company of CresCom Bank. As of September 30, 2019,
Carolina Financial had assets of approximately $3.98 billion, with
62 CresCom Bank locations in North Carolina and South Carolina.
CresCom Bank owns and operates Crescent Mortgage Company, which is
based in Atlanta.
Carolina Trust BancShares, Inc., which is being acquired by
Carolina Financial, is a bank holding company and the parent
company of Carolina Trust Bank with approximately $623 million in
assets as of September 30, 2019. Carolina Trust Bank operates
eleven full service offices and one loan production office in the
Piedmont and Mountain Regions of the Carolinas to the north and
west of Charlotte, N.C.
About United
United is a financial holding company with approximately $19.8
billion in assets as of September 30, 2019. United is the parent
company of United Bank, the largest community bank headquartered in
the Washington, D.C. metro area. United Bank and its mortgage
subsidiary George Mason Mortgage, LLC, have 138 full service
banking locations and 16 mortgage offices in Virginia, Maryland,
Washington, D.C., North Carolina, South Carolina, Pennsylvania,
West Virginia, and Ohio. The Carolina Financial transaction
represents the 32nd acquisition of the current administration.
United has increased its dividend to stockholders for 46
consecutive years - a record only one other banking company in the
United States has been able to achieve.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements include, but are not limited
to, statements about (i) the benefits of a merger (the "Merger")
between Carolina Financial and United , including future financial
and operating results, cost savings enhancements to revenue and
accretion to reported earnings that may be realized from the
Merger; (ii) United's and Carolina Financial’s plans, objectives,
expectations and intentions and other statements contained in this
press release that are not historical facts; and (iii) other
statements identified by words such as "expects" "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "targets,"
"projects," or words of similar meaning generally intended to
identify forward-looking statements. These forward-looking
statements are based upon the current beliefs and expectations of
the respective managements of United and Carolina Financial and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
beyond the control of United and Carolina Financial. In addition,
these forward-looking statements are subject to assumptions with
respect to future business strategies and decisions that are
subject to change. Actual results may differ materially from the
anticipated results discussed in these forward-looking statements
because of possible uncertainties.
The following factors, among others, could cause actual results
to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of United and Carolina Financial may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
(2) the expected growth opportunities or cost savings from the
Merger may not be fully realized or may take longer to realize than
expected; (3) deposit attrition, operating costs, customer losses
and business disruption following the Merger, including adverse
effects on relationships with employees, may be greater than
expected; (4) the regulatory approvals required for the Merger may
not be obtained on the proposed terms or on the anticipated
schedule; (5) the stockholders of United and Carolina Financial may
fail to approve the Merger; (6) legislative or regulatory changes,
including changes in accounting standards, may adversely affect the
businesses in which United and Carolina Financial are engaged; (7)
the interest rate environment may further compress margins and
adversely affect net interest income; (8) results may be adversely
affected by continued diversification of assets and adverse changes
to credit quality; (9) competition from other financial services
companies in United's and Carolina Financial's markets could
adversely affect operations; and (10) an economic slowdown could
adversely affect credit quality and loan originations. Additional
factors, that could cause actual results to differ materially from
those expressed in the forward-looking statements are discussed in
Carolina Financial’s and United’s reports (such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K) filed with the Securities and Exchange Commission and
available on the SEC's Internet site (http://www.sec.gov).
United and Carolina Financial caution that the foregoing list of
factors is not exclusive. All subsequent written and oral
forward-looking statements concerning the proposed transaction or
other matters attributable to United or Carolina Financial or any
person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. United and Carolina
Financial do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that
occur after the date the forward-looking statements are made.
Participants in the
Transactions
United, Carolina Financial and their respective directors,
executive officers and certain other members of management and
employees may be deemed “participants” in the solicitation of
proxies from United’s and Carolina Financial’s stockholders in
favor of the merger with United. Information regarding the persons
who may, under the rules of the SEC, be considered participants in
the solicitation of the United and Carolina Financial stockholders
in connection with the proposed merger will be set forth in the
joint proxy statement/prospectus when it is filed with the SEC.
You can find information about the executive officers and
directors of United in its Annual Report on Form 10-K for the year
ended December 31, 2018 and in its definitive proxy statement filed
with the SEC on March 29, 2019. You can find information about
Carolina Financial’s executive officers and directors in its Annual
Report on Form 10-K for the year ended December 31, 2018 and in its
definitive proxy statement filed with the SEC on March 22, 2019.
You can obtain free copies of these documents from United or
Carolina Financial using the contact information above.
Additional Information About the Merger
and Where to Find It
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.
Stockholders of United and Carolina Financial and other
investors are urged to read the joint proxy statement/prospectus
that will be included in the registration statement on Form S-4
that United will file with the Securities and Exchange Commission
in connection with the proposed merger because it will contain
important information about United, Carolina Financial, the merger,
the persons soliciting proxies in the merger and their interests in
the merger and related matters. Investors will be able to obtain
all documents filed with the SEC by United free of charge at the
SEC's Internet site (http://www.sec.gov). In addition, documents
filed with the SEC by United will be available free of charge from
the Corporate Secretary of United Bankshares, Inc., 514 Market
Street, Parkersburg, West Virginia 26101 telephone (304) 424-8800.
The joint proxy statement/prospectus (when it is available) and the
other documents may also be obtained for free by accessing United’s
website at www.ubsi-inc.com under the tab “Investor Relations” and
then under the heading “SEC Filings” or by accessing Carolina
Financial’s website at www.haveanicebank.com under the tab
“Investor Relations” and then under the heading “SEC Filings”. You
are urged to read the joint proxy statement/prospectus carefully
before making a decision concerning the merger.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191118005211/en/
United: W. Mark Tatterson Chief Financial Officer (800) 445-1347
ext. 8716 Carolina Financial: William A. Gehman, III Chief
Financial Officer (843) 723-7700
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