United Community Banks, Inc. (NASDAQGS: UCBI) (“United”) and
Reliant Bancorp, Inc. (NASDAQCM: RBNC) (“Reliant”) announced today
the execution of a definitive merger agreement pursuant to which
United will acquire Reliant, and its wholly-owned subsidiary,
Reliant Bank (the “Merger”), in an all-stock transaction with an
aggregate value of approximately $517 million, or $30.58 per share
of Reliant common stock, based on United’s closing stock price of
$31.07 on July 13, 2021.
Reliant is headquartered in Brentwood,
Tennessee, a fast-growing suburb of Nashville, Tennessee. It is a
highly-valued franchise with an experienced management team led by
Chairman and Chief Executive Officer DeVan Ard, Jr., who founded
Reliant Bank in 2006. Reliant provides outstanding customer
service, and develops deep and long-lasting relationships through
its 25 branch network in Tennessee, located primarily in the
Nashville area’s most attractive markets. Reliant operates four
branches in Clarksville, one branch in Chattanooga, and has a
manufactured housing finance group based in Knoxville. As of March
31, 2021, Reliant reported total assets of $3.1 billion, total
loans of $2.4 billion, and total deposits of $2.6 billion.
Following the closing of the Merger, we project United will be
ranked 10th in Tennessee for deposit market share.
“Partnering with Reliant is consistent with our
strategy to expand into high-growth southeastern markets with
companies that share our focus on employee experience, customer
service, and community engagement,” said Lynn Harton, Chairman and
Chief Executive Officer of United. “We have had a strong interest
in strengthening our Tennessee franchise for several years and are
excited to enter the state’s best market with Newsweek’s 2021 “Best
Small Bank in Tennessee”. Reliant is a highly regarded,
high-performing bank. This merger positions us well for future
growth in the state. We are very pleased that DeVan will continue
his leadership role as United’s Tennessee State President.”
DeVan Ard, Jr., Chairman and Chief Executive
Officer of Reliant, stated, “Our mission has been to build a
business model that is shaped by the delivery of outstanding
customer experiences and supported by a diverse and experienced
team who are positioned in some of the most attractive and
fastest-growing markets in the Southeast—specifically Nashville and
other key markets in Tennessee. By joining forces with United, we
recognize an opportunity to align ourselves with a partner that
shares our passion for providing high-quality customer service, and
to leverage their larger balance sheet and a broader set of
products and services for our customers. Becoming part of United’s
team-oriented, high-performance culture presents a unique
opportunity for Reliant, and we consider it a privilege.”
Under the terms of the merger agreement, Reliant
shareholders will receive 0.9842 shares of United common stock for
each share of Reliant common stock outstanding. The Merger is
expected to be accretive to United’s earnings per share, excluding
transaction costs, by approximately $0.15 per share (6.1%) in 2022
and $0.22 per share (8.5%) in 2023. The estimated transaction
returns are consistent with United’s stated acquisition criteria
pertaining to tangible book value and targeted internal rates of
return. The merger agreement was unanimously approved by the boards
of directors of Reliant and United. The Merger is expected to be
completed in the first quarter of 2022 and is subject to customary
conditions, including regulatory approval as well as the approval
of Reliant’s shareholders.
Both United and Reliant plan to release second
quarter earnings results after the market close on July 20, 2021.
Both companies expect to report results above the consensus
estimates with United expecting to be in the $0.77 to $0.80 diluted
EPS range and Reliant in the $0.76 to $0.79 diluted EPS range. Both
companies will also report solid second quarter loan growth with
United at 5% annualized and Reliant at 13% annualized (both growth
rates exclude PPP loans). Further, United expects to report a $13.0
million to $14.0 million negative loan loss provision and Reliant’s
earnings release includes no provision in the quarter. Additional
earnings details will follow on July 21, 2021.
D.A. Davidson & Co., Morgan Stanley &
Co. LLC and Piper Sandler & Co. acted as financial advisors to
United, and Nelson Mullins Riley & Scarborough LLP served as
United’s legal advisor. Raymond James & Associates, Inc. and
Credit Suisse Securities (USA) LLC served as financial advisors to
Reliant, and K&L Gates LLP served as Reliant’s legal
advisor.
United Conference Call to Discuss the
MergerUnited’s and Reliant’s executives will review
additional information regarding the Merger on a conference call
beginning at 10:00 a.m. EDT on Thursday, July 15, 2021. The call
may be accessed by dialing (877) 380-5665 and the conference ID is
6057084. A slide presentation to accompany the executives’
commentary may be accessed from each of United’s and Reliant’s July
14, 2021 Form 8-K filings with the Securities and Exchange
Commission (the "SEC"), or at www.ucbi.com or
www.reliantbank.com.
About United Community Banks,
Inc.United Community Banks, Inc. (NASDAQGS: UCBI) provides
a full range of banking, wealth management and mortgage services
for relationship-oriented consumers and business owners. The
company, known as “The Bank That SERVICE Built,” has been
recognized nationally for delivering award-winning service. United
has $18.6 billion in assets and 161 offices in Florida, Georgia,
North Carolina, South Carolina and Tennessee along with a national
SBA lending franchise and a national equipment lending subsidiary.
In 2021, J.D. Power ranked United highest in customer satisfaction
with retail banking in the Southeast, marking seven out of the last
eight years United earned the coveted award. United was also named
one of the "Best Banks to Work For" by American Banker in 2020 for
the fourth year in a row based on employee satisfaction. Forbes
included United in its inaugural list of the World’s Best Banks in
2019 and again in 2020. Forbes also recognized United on its 2021
list of the 100 Best Banks in America for the eighth consecutive
year. United also received five Greenwich Excellence Awards in 2020
for excellence in Small Business Banking, including a national
award for Overall Satisfaction. Additional information about United
can be found at www.ucbi.com.
About Reliant Bancorp,
Inc.Reliant Bancorp, Inc. (NASDAQCM: RBNC) is a Brentwood,
Tennessee-based financial holding company which, through its
wholly-owned subsidiary Reliant Bank, operates banking centers in
Tennessee. Reliant Bank is a full-service commercial bank that
offers a variety of deposit, lending, and mortgage products and
services to business and consumer customers. As of March 31, 2021,
Reliant Bancorp had total assets of $3.1 billion, total loans of
$2.4 billion and total deposits of $2.6 billion. For additional
information, locations and hours of operation, please visit
www.reliantbank.com.
Caution About Forward-Looking
StatementsThis press release contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. In general, forward-looking statements usually
may be identified through use of 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, and include
statements related to the expected accretive value of the Merger to
United’s earnings, the expected timing of the closing of the
Merger, and certain second quarter earnings results.
Forward-looking statements are not historical facts and represent
management’s 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. Actual results may prove
to be materially different from the results expressed or implied by
the forward-looking statements. 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 (1) the risk that the
cost savings and any revenue synergies from the Merger may not be
realized or take longer than anticipated to be realized, (2)
disruption from the Merger of customer, supplier, employee or other
business partner relationships, (3) the occurrence of any event,
change or other circumstances that could give rise to a delay in
closing the Merger or the termination of the merger agreement, (4)
the failure to obtain the necessary approval by the shareholders of
Reliant, (5) the possibility that the costs, fees, expenses and
charges related to the Merger may be greater than anticipated, (6)
the ability of United to obtain required governmental approvals of
the Merger, (7) reputational risk and the reaction of the
companies’ customers, suppliers, employees or other business
partners to the Merger, (8) the failure of the closing conditions
in the merger agreement to be satisfied, or any unexpected delay in
closing the Merger, (9) the risks relating to the integration of
Reliant’s operations into the operations of United, including the
risk that such integration will be materially delayed or will be
more costly or difficult than expected, (10) the risk of potential
litigation or regulatory action related to the Merger, (11) the
risks associated with United’s pursuit of future acquisitions, (12)
the risk of expansion into new geographic or product markets, (13)
the dilution caused by United’s issuance of additional shares of
its common stock in the Merger, and (14) general competitive,
economic, political and market conditions. Further information
regarding additional factors which could affect the forward-looking
statements contained in this press release can be found in the
cautionary language included under the headings “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” in
United’s Annual Report on Form 10-K for the year ended December 31,
2020, and other documents subsequently filed by United with the
SEC.
Many of these factors are beyond United’s and
Reliant’s ability to control or predict. If one or more events
related to these or other risks or uncertainties materialize, or if
the underlying assumptions prove to be incorrect, actual results
may differ materially from the forward-looking statements.
Accordingly, shareholders and investors should not place undue
reliance on any such forward-looking statements. Any
forward-looking statement speaks only as of the date of this
communication, and neither United nor Reliant undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law. New risks and uncertainties may emerge
from time to time, and it is not possible for United or Reliant to
predict their occurrence or how they will affect United or
Reliant.
United and Reliant qualify all forward-looking
statements by these cautionary statements.
IMPORTANT
INFORMATION FOR SHAREHOLDERS AND
INVESTORSIn connection with the Merger, United intends to
file with the SEC a registration statement on Form S-4 that will
include a proxy statement of Reliant to be sent to Reliant’s
shareholders seeking their approval of the merger agreement. The
registration statement also will contain the prospectus of United
to register the shares of United common stock to be issued in
connection with the Merger. INVESTORS AND SHAREHOLDERS OF RELIANT
ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE
PROXY STATEMENT/PROSPECTUS THAT WILL BE A PART OF THE REGISTRATION
STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED BY UNITED OR RELIANT WITH THE SEC, INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THOSE
OTHER DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT UNITED, RELIANT AND THE MERGER.
The registration statement and other documents
filed with the SEC may be obtained for free at the SEC’s website
(www.sec.gov). You will also be able to obtain these documents,
free of charge, from United at the “Investor Relations” section of
United’s website at www.ucbi.com or from Reliant at the “Investor
Relations” section of Reliant’s website at www.reliantbank.com.
Copies of the definitive proxy statement/prospectus will also be
made available, free of charge, by contacting United Community
Banks, Inc., P.O. Box 398, Blairsville, GA 30514, Attn: Jefferson
Harralson, Telephone: (864) 240-6208, or Reliant Bancorp, Inc.,
6100 Tower Circle, Suite 120, Franklin, TN 37067, Attn: Jerry
Cooksey, Telephone: (615) 221-2020.
This communication is for informational purposes
only and does not constitute an offer to sell, the solicitation of
an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. This communication is also not a solicitation of any
vote or approval with respect to the Merger or otherwise.
PARTICIPANTS IN THE
TRANSACTIONUnited and Reliant, and certain of their
respective directors and executive officers, under the rules of the
SEC may be deemed to be participants in the solicitation of proxies
from Reliant’s shareholders in favor of the approval of the merger
agreement. Information about the directors and officers of United
and their ownership of United common stock can be found in United’s
definitive proxy statement in connection with its 2021 annual
meeting of shareholders, as filed with the SEC on March 30, 2021,
and other documents subsequently filed by United with the SEC.
Information about the directors and executive officers of Reliant
and their ownership of Reliant’s common stock can be found in
Reliant’s definitive proxy statement for its 2021 annual meeting of
shareholders, filed with the SEC on April 8, 2021, and other
documents subsequently filed by Reliant with the SEC. Additional
information regarding the interests of these participants will also
be included in the proxy statement/prospectus pertaining to the
transaction if and when it becomes available. Free copies of this
document may be obtained as described above.
For more information:Jefferson HarralsonChief
Financial Officer(864) 240-6208Jefferson_Harralson@ucbi.com
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