| Item 1.01 | Entry into a Material Definitive Agreement. |
Agreement and Plan of Merger
On February 13, 2023, United
Community Banks, Inc., a Georgia corporation (“United” or the “Company”) entered into an Agreement and Plan of
Merger (the “Merger Agreement”) with First Miami Bancorp, Inc., a Delaware corporation (“First Miami”) and Zamboni
Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”). The Merger Agreement
provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into First Miami, with First
Miami surviving the merger. Immediately thereafter, First Miami will merge with and into United, with United surviving the merger (collectively,
the “Mergers”). Immediately following the Mergers, First National Bank of South Miami, a national banking association organized
under the laws of the United States of America and direct, wholly-owned subsidiary of First Miami (“FMIA Bank”) will merge
with and into United Community Bank (“UCBI Bank”), a South Carolina state-chartered bank and wholly-owned subsidiary of United,
with UCBI Bank surviving the bank merger.
Merger Consideration
Subject to the terms and conditions
of the Merger Agreement, at the effective time of the Mergers (the “Effective Time”), each share of common stock, $0.01 par
value per share, of First Miami (“FMIA Common Stock”) issued and outstanding immediately prior to the Effective Time (other
than certain excluded shares as described in the Merger Agreement, including FMIA Common Stock held by a holder who has properly exercised
dissenters’ rights in respect of such shares) shall be converted into the right to receive 40.2685 validly issued, fully paid, and
nonassessable shares of common stock, par value $1.00 per share, of the Company (“Company Common Stock”) and cash in lieu
of fractional shares.
Representations and Warranties; Covenants
The Merger Agreement contains
customary representations and warranties from both United and First Miami with respect to its and its respective subsidiaries’ businesses.
Each party has also agreed to customary covenants, including covenants relating to: (i) the conduct of First Miami’s business
during the interim period between the execution of the Merger Agreement and the Effective Time; (ii) the obligation of First Miami
to call a meeting of its stockholders for purposes of obtaining approval of the Mergers by the holders of a majority of the outstanding
shares of FMIA Common Stock (the “First Miami Stockholder Approval”) and, subject to certain exceptions, the obligation of
the First Miami board of directors to recommend that its stockholders adopt the Merger Agreement and the transactions contemplated thereby;
and (iii) non-solicitation obligations of First Miami relating to alternative acquisition proposals or entering into discussions
or negotiations or providing confidential information in connection with certain proposals for an alternative transaction. The Merger
Agreement also provides for First Miami to sell certain investment securities held by First Miami and to use the net after-tax proceeds
(after paying off outstanding indebtedness) to pay a special cash dividend to its shareholders prior to closing, subject to the terms
and conditions set forth therein.
Conditions to the Mergers
The completion of the
Mergers is subject to the satisfaction or waiver of customary conditions, including: (i) the receipt of First Miami Stockholder
Approval; (ii) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve
System, the Federal Deposit Insurance Corporation and the South Carolina Board of Financial Institutions, without such approvals
having resulted in the imposition of a materially burdensome regulatory condition; (iii) the effectiveness of the registration
statement on Form S-4 relating to the shares of United Common Stock to be issued in the Mergers; (iv) the approval for listing on
the Nasdaq Global Select Market of the shares of United Common Stock to be issued in the Mergers; (v) the absence of any order,
injunction or decree or other legal restraint preventing the consummation of the Mergers or making the consummation of the Mergers
illegal; (vi) the receipt of a legal opinion from First Miami’s counsel as to the tax-free treatment of the Mergers; (vii) the
holders of no more than 7.5% of the aggregate outstanding shares of FMIA Common Stock having properly notified First Miami that they
intend to exercise their dissenters’ rights; (viii) the receipt of a FIRPTA certificate from First Miami stating that that
shares of capital stock of First Miami do not constitute “United States real property interests” under the internal
revenue code; (ix) subject to certain exceptions, the accuracy of the representations and warranties of the other party,
generally subject to a material adverse effect qualification; (x) the performance in all material respects by the other party
of its covenants and obligations under the Merger Agreement, including the performance in all material respects by First Miami and
certain of its affiliates of its covenants and obligations under a letter agreement addressing certain related party transactions,
and such letter agreement remaining in full, force and effect; and (xi) the absence of a material adverse effect with respect
to the other party since the execution of the Merger Agreement.
Termination; Termination Fee
The Merger Agreement provides
certain termination rights for both United and First Miami, including if the Mergers are not completed by February 13, 2024. The Merger
Agreement further provides that a termination fee of $4,500,000 will be payable by First Miami upon termination of the Merger Agreement
under certain customary circumstances.
Additional Information
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 2.1 and is incorporated into this Report by
reference. The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes
of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between
the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe
the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.
In addition, such representations and warranties will not survive consummation of the Mergers, unless otherwise specified therein,
and were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included
with this Report only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors
with any other factual information regarding United or First Miami, their respective affiliates or their respective businesses.
The Merger Agreement should
not be read alone, but should instead be read in conjunction with the other information regarding United and First Miami, their respective
affiliates and their respective businesses and the information regarding the Merger Agreement and the Merger that will be contained in,
or incorporated by reference into, the registration statement on Form S-4 of United that will include a proxy statement and prospectus
and that will be filed with the U.S. Securities and Exchange Commission (the “SEC”).
Voting and Support Agreement
In connection with entering
into the Merger Agreement, each director of First Miami has entered into a Voting and Support Agreement with United and First Miami (the
“Voting and Support Agreement”), pursuant to which each such director has agreed, among other things, to vote his or her shares
of FMIA Common Stock in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, and against
any action or agreement that would prevent, materially impede or materially delay the consummation of the transactions contemplated by
the Merger Agreement and against any alternative acquisition proposal. Subject to certain exceptions, each such director has also agreed
not to transfer such shares of FMIA Common Stock, prior to the Effective Time or the termination of the Merger Agreement, without the
prior written consent of United. The Voting Agreement automatically terminates upon any termination of the Merger Agreement.
The foregoing description
of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement,
which is attached to this Report as Exhibit 99.1 and which is incorporated into this Report by reference.