United Community Banks, Inc. (NASDAQ: UCBI) (United) and Aquesta
Financial Holdings, Inc. (OTC Pink: AQFH) (Aquesta) announced today
a definitive agreement for United to acquire Aquesta, including its
wholly-owned subsidiary, Aquesta Bank.
Aquesta is headquartered in Cornelius, North
Carolina, a northern and fast-growing suburb of Charlotte, North
Carolina situated on Lake Norman. It has a premier franchise with
an experienced management team led by President and Chief Executive
Officer Jim Engel, who founded Aquesta Bank in 2006. The bank’s
high-touch customer service is delivered to retail and business
customers through a network of nine branches located in Charlotte’s
most attractive markets and also in the coastal city of Wilmington,
North Carolina. Aquesta also has successful loan production offices
in Raleigh, North Carolina, as well as Greenville and Charleston,
South Carolina. As of March 31, 2021, Aquesta reported total assets
of $752 million, with total loans of $576 million. Additionally,
$586 million, or 92%, of its deposit base consists of non-CD core
deposits.
“This transaction is consistent with our desire
to expand into attractive and fast-growing markets that we know
well,” said Lynn Harton, Chairman and Chief Executive Officer of
United. “We have been investing in Charlotte over the past several
years and have commercial banking and mortgage teams already in
place. Aquesta is an exciting opportunity for us to increase our
presence and accelerate our growth with a high-quality company that
shares our values of customer service, employee engagement and
community development.”
Jim Engel, President and Chief Executive Officer
of Aquesta, stated, “From the beginning, we have focused on
developing a business model with a focus on relationship banking in
Charlotte and other key markets in the Carolinas, which are some of
the most attractive and fastest growing markets in the Southeast
and the country. We believe that we have been successful at that.
However, to continue growing and becoming more profitable, we
needed a partner who can provide us the opportunity to better serve
our customers with a larger balance sheet and expanded products and
services to offer. Our partnership with the United team provides
just that, and I believe the synergies that exist between our
companies will result in tremendous success for both sides.”
The transaction value is estimated at
approximately $131 million, including approximately $12 million in
value for outstanding options and warrants to acquire Aquesta
common stock. The transaction structure includes an election for
Aquesta stockholders to receive their consideration in cash,
subject to a limitation that no more than 30% of the total
consideration paid by United will be in cash. The stock portion of
the merger consideration is based upon 0.6386 shares of United
common stock being issued in exchange for each share of Aquesta
common stock. The acquisition is expected to be accretive to
United’s earnings per share by approximately $0.06 to $0.09 in
2022, depending upon the mix of United shares and cash elected by
Aquesta stockholders and is consistent with United’s stated
acquisition criteria pertaining to tangible book value and targeted
internal rates of return. The transaction is expected to be
completed in the fourth quarter of 2021 and is subject to customary
conditions, including regulatory approval as well as the approval
of Aquesta’s stockholders.
Hovde Group, LLC acted as financial advisor to
United, and Nelson Mullins Riley & Scarborough LLP served as
United’s legal advisor. Piper Sandler & Co. served as Aquesta’s
financial advisor, and Wyrick Robbins Yates & Ponton LLP served
as Aquesta’s legal advisor.
About United Community Banks,
Inc.United Community Banks, Inc. (NASDAQ: UCBI) (United)
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
"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 Aquesta Financial Holdings,
Inc.
Aquesta Financial Holdings, Inc. (OTC Pink:
AQFH) is the holding company for Aquesta Bank, a full-service bank
with branches in Cornelius, Davidson, Huntersville, Mooresville,
Charlotte, and Wilmington, North Carolina, and loan production
offices in Raleigh, North Carolina, Charleston, South Carolina and
Greenville, South Carolina. Aquesta Bank’s track record of superior
growth and profitability has been built on its focus on its core
values of passion, vision, caring, empowerment and togetherness.
The Aquesta team applies these values in helping its clients,
communities, and each other achieve success. Aquesta has been
recognized as a leader in the communities it serves including, Best
Work Place (2020) and Normy Award for Best Community Bank.
Recently, Aquesta helped local businesses by being one of the top
PPP loan producers in the country proportionate to its size,
resulting in about 17,000 jobs being saved for small businesses
across the Charlotte area.
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 timing of the closing of the proposed
transaction described in this press release (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 Merger 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 United’s capital ratios.
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 the termination of the
Merger agreement, (4) the failure to obtain the necessary approval
by the stockholders of Aquesta, (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 each 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 Aquesta’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 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 U.S. Securities and
Exchange Commission (“SEC”).
Many of these factors are beyond United’s and Aquesta’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 Aquesta 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 Aquesta to predict their
occurrence or how they will affect United or Aquesta.
United and Aquesta qualify all forward-looking statements by
these cautionary statements.IMPORTANT
INFORMATION FOR SHAREHOLDERS AND
INVESTORSIn connection with the Merger, United will file
with the SEC a registration statement on Form S-4 that will include
a Proxy Statement of Aquesta to be sent to Aquesta’s stockholders
seeking their approval in connection with the Merger. 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 STOCKHOLDERS OF AQUESTA
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 WITH THE SEC, INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THOSE OTHER
DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
UNITED, AQUESTA 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 Aquesta at the “Investor Relations” section
of Aquesta’s website at www.aquesta.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 Aquesta Financial Holdings, Inc., 19510 Jetton Road,
Cornelius, North Carolina 28031, Attn: Kristin Couch, Telephone:
(704) 439-4325.
This communication 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, Aquesta,
Aquesta Bank 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 Aquesta’s
stockholders in favor of the approval of the Merger. Information
about the directors and officers of United and their ownership of
United common stock can also 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 Aquesta and their
ownership of Aquesta’s capital stock, as well as information
regarding the interests of other persons who may be deemed
participants in the transaction, may be obtained by reading the
Proxy Statement/Prospectus regarding the Merger 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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