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 Merger
United’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 Statements
This 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 INVESTORS
In 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 TRANSACTION
United 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210715005366/en/
Jefferson Harralson Chief Financial Officer (864) 240-6208
Jefferson_Harralson@ucbi.com
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