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Georgia
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6022
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58-1807304
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
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Neil E. Grayson
D. Lee Kiser, Jr. Nelson Mullins Riley & Scarborough LLP 2 West Washington Street, Suite 400 Greenville, South Carolina 29601 Telephone: (864) 373-2300 |
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DeVan D. Ard, Jr.
Chairman and Chief Executive Officer Reliant Bancorp, Inc. 1736 Carothers Parkway, Suite 100 Brentwood, Tennessee 37027 Telephone: (615) 221-2020 |
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David A. Bartz, Esq.
Adam G. Smith, Esq. K&L Gates LLP 222 Second Avenue South, Suite 1700 Nashville, Tennessee 37201 Telephone: (615) 780-6700 |
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Large accelerated filer
☒
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Accelerated filer
☐
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Non-accelerated filer
☐
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Smaller reporting company
☐
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Emerging growth company
☐
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Title of each class of
Securities to be Registered |
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Amount to be
Registered(1) |
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Proposed
Maximum Offering Price Per Share |
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Proposed
Maximum Aggregate Offering Price(2) |
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Amount of
Registration Fee(3) |
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Common Stock, par value $1.00 per share
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| | | | | 16,701,236 | | | | | | | N/A | | | | | | $ | 543,782,884.84 | | | | | | $ | 50,408.67 | | |
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United Community Banks, Inc.
125 Highway 515 East Blairsville, Georgia 30512 Attention: Investor Relations Telephone: (706) 781-2265 |
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Reliant Bancorp, Inc.
6100 Tower Circle, Suite 120 Franklin, Tennessee 37067 Attention: Chief Financial Officer Telephone: (615) 221-2087 |
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| | | | 90 | | | |
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| | | | 90 | | | |
| | | | 92 | | | |
| | | | A-1 | | | |
| | | | B-1 | | |
| | |
United
Common Stock |
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Reliant
Common Stock |
| |
Implied Value of One Share
of Reliant Common Stock |
| |||||||||
July 13, 2021
|
| | | $ | 31.07 | | | | | $ | 27.54 | | | | | $ | 30.58 | | |
[•], 2021
|
| | | $ | [•] | | | | | $ | [•] | | | | | $ | [•] | | |
Date
|
| |
Reliant
Closing Share Price |
| |
United
Closing Share Price |
| |
Exchange
Ratio |
| |
Estimated
Equivalent Per Share Value(1) |
| ||||||||||||
July 13, 2021
|
| | | $ | 27.54 | | | | | $ | 31.07 | | | | | | 0.9842 | | | | | $ | 30.58 | | |
[ ], 2021
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| | | $ | [ ] | | | | | $ | [ ] | | | | | | 0.9842 | | | | | $ | [ ] | | |
| | |
SUMMARY PRICING MULTIPLES
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| | |
Price /
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| | |
TBV per Share
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LTM EPS
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’21E EPS
|
| |
’22E EPS
|
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75th Percentile
|
| | | | 173% | | | | | | 14.4x | | | | | | 12.6x | | | | | | 14.4x | | |
Median
|
| | | | 153% | | | | | | 11.6x | | | | | | 11.5x | | | | | | 12.3x | | |
Mean
|
| | | | 152% | | | | | | 12.3x | | | | | | 12.1x | | | | | | 13.0x | | |
25th Percentile
|
| | | | 130% | | | | | | 11.3x | | | | | | 10.7x | | | | | | 11.4x | | |
Implied merger metric
|
| | | | 191% | | | | | | 11.5x | | | | | | 11.1x | | | | | | 11.5x | | |
| | |
IMPLIED COMMON SHARE MERGER CONSIDERATION
|
| |||||||||||||||||||||
| | |
Price /
|
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| | |
TBV per Share
|
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LTM EPS
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‘21E EPS
|
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‘22E EPS
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75th Percentile
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| | | $ | 27.72 | | | | | $ | 38.12 | | | | | $ | 34.55 | | | | | $ | 38.18 | | |
Median
|
| | | $ | 24.52 | | | | | $ | 30.74 | | | | | $ | 31.51 | | | | | $ | 32.70 | | |
Mean
|
| | | $ | 24.38 | | | | | $ | 32.68 | | | | | $ | 33.35 | | | | | $ | 34.44 | | |
25th Percentile
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| | | $ | 20.77 | | | | | $ | 29.86 | | | | | $ | 29.50 | | | | | $ | 30.25 | | |
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SUMMARY TRANSACTION MULTIPLES
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| | |
Deal Value /
TBV |
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Deal Value /
LTM Earnings |
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Premium /
Core Deposits |
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75th Percentile
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| | | | 180% | | | | | | 17.4x | | | | | | 11.0% | | |
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SUMMARY TRANSACTION MULTIPLES
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| | |
Deal Value /
TBV |
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Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
Median
|
| | | | 177% | | | | | | 14.8x | | | | | | 7.4% | | |
Mean
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| | | | 168% | | | | | | 16.7x | | | | | | 8.0% | | |
25th Percentile
|
| | | | 156% | | | | | | 14.7x | | | | | | 5.8% | | |
Implied merger metric
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| | | | 194% | | | | | | 11.8x | | | | | | 12.1% | | |
| | |
SUMMARY TRANSACTION MULTIPLES
|
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
75th Percentile
|
| | | | 182% | | | | | | 18.0x | | | | | | 11.2% | | |
Median
|
| | | | 170% | | | | | | 14.8x | | | | | | 8.1% | | |
Mean
|
| | | | 177% | | | | | | 15.9x | | | | | | 9.1% | | |
25th Percentile
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| | | | 157% | | | | | | 13.5x | | | | | | 6.3% | | |
Implied Transaction Metric
|
| | | | 194% | | | | | | 11.8x | | | | | | 12.1% | | |
| | |
IMPLIED COMMON SHARE MERGER CONSIDERATION
|
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
75th Percentile
|
| | | $ | 28.42 | | | | | $ | 45.08 | | | | | $ | 29.27 | | |
Median
|
| | | $ | 27.84 | | | | | $ | 38.25 | | | | | $ | 24.80 | | |
Mean
|
| | | $ | 26.50 | | | | | $ | 43.11 | | | | | $ | 25.64 | | |
25th Percentile
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| | | $ | 24.64 | | | | | $ | 37.94 | | | | | $ | 22.89 | | |
| | |
IMPLIED COMMON SHARE MERGER CONSIDERATION
|
| |||||||||||||||
| | |
Deal Value /
TBV |
| |
Deal Value /
LTM Earnings |
| |
Premium /
Core Deposits |
| |||||||||
75th Percentile
|
| | | $ | 28.67 | | | | | $ | 46.42 | | | | | $ | 29.47 | | |
Median
|
| | | $ | 26.74 | | | | | $ | 38.25 | | | | | $ | 25.75 | | |
Mean
|
| | | $ | 27.81 | | | | | $ | 41.04 | | | | | $ | 26.89 | | |
25th Percentile
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| | | $ | 24.80 | | | | | $ | 34.89 | | | | | $ | 23.54 | | |
Name
|
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Cash
($)(1) |
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Equity
($)(2) |
| |
Perquisites/
Benefits ($)(3) |
| |
Total ($)
|
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Named Executive Officers* | | | | | | | | | | | | | | | | | | | | | | | | | |
DeVan D. Ard, Jr.
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| | | | 1,768,599 | | | | | | 772,947 | | | | | | 37,549 | | | | | | 2,579,095 | | |
Mark E. Ryman
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| | | | 650,000 | | | | | | 344,112 | | | | | | 37,549 | | | | | | 1,031,661 | | |
John R. Wilson
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| | | | 987,578 | | | | | | 461,532 | | | | | | 37,549 | | | | | | 1,486,659 | | |
Name
|
| |
Unvested
Stock Options ($) |
| |
Unvested Restricted
Stock Units ($) |
| ||||||
Named Executive Officers | | | | | | | | | | | | | |
DeVan D. Ard, Jr.
|
| | | | 23,004 | | | | | | 749,943 | | |
Mark E. Ryman
|
| | | | 7,531 | | | | | | 336,581 | | |
John R. Wilson
|
| | | | 12,187 | | | | | | 449,345 | | |
Name
|
| |
Benefit Plan
Continuation ($) |
| |||
Named Executive Officers | | | | | | | |
DeVan D. Ard, Jr.
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| | | | 37,549 | | |
Mark E. Ryman
|
| | | | 37,549 | | |
John R. Wilson
|
| | | | 37,549 | | |
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RELIANT
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UNITED
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AUTHORIZED CAPITAL STOCK
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| Reliant is authorized to issue 40,000,000 shares of capital stock, of which 30,000,000 shares must be common stock, par value $1.00 per share, and 10,000,000 shares must be preferred stock, par value $1.00 per share. As of [•], 2021, Reliant had issued and outstanding (i) [•] shares of common stock, and (ii) no shares of preferred stock. | | | United is authorized to issue up to (i) 200,000,000 shares of common stock, par value $1.00 per share, (ii) 30,000,000 shares of non-voting common stock, $1.00 par value per share, and (iii) 10,000,000 shares of preferred stock, $1.00 par value per share, of which 4,000 are designated as Series I preferred stock. As of [•], 2021, there were [•] shares of United common stock issued and outstanding, no shares of United non-voting common stock issued, and outstanding and 4,000 shares of United preferred stock issued and outstanding, consisting of 4,000 shares of United Series I preferred stock. | |
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VOTING LIMITATIONS
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| The holders of Reliant common stock are entitled to one vote per share on all matters presented for a shareholder vote. Reliant shareholders are not entitled to cumulative voting for directors. | | | Each share of United common stock is entitled to one vote on each matter voted on at a meeting of United’s shareholders. United shareholders are not entitled to cumulative voting for directors. | |
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RIGHTS OF PREFERRED STOCK
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| Reliant’s charter authorizes the board of directors to issue 10,000,000 shares of preferred stock, par value $1.00 per share. The Reliant board may, by resolution, issue one or more series of preferred stock and set forth the designation and preferences, limitations, and relative rights of such series without shareholder approval. Reliant has no shares of preferred stock issued and outstanding. | | | United’s articles of incorporation provide that the United board of directors may issue, without any further vote or action by shareholders, shares of preferred stock in one or more series and, with respect to each such series, fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series, and the powers, preferences and relative, participation, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. As of the date hereof, there were 4,000 shares of preferred stock issued and outstanding, all of which are designated as the United Series I preferred stock. | |
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RELIANT
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UNITED
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SIZE OF BOARD OF DIRECTORS
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| Reliant’s bylaws provide that its board of directors must consist of at least five but no more than 25 individuals. The number of members of the board of directors may from time to time be fixed or changed, within the range set forth above, by resolution of the board of directors. Directors are elected annually at the annual meeting of Reliant shareholders by a majority of the votes cast, except that if the number of nominees exceeds the number of directors to be elected, directors are instead elected by a plurality of the votes cast by shares entitled to vote, assuming the presence a quorum at the meeting. Reliant’s board of directors is currently comprised of 12 directors. | | | United’s bylaws provide that the number of directors on United’s board of directors may range from eight to 14. The number of directors may be increased or decreased from time to time by the board of directors by resolution, but no decrease shall have the effect of shortening the term of an incumbent director. United’s board of directors is currently comprised of 12 directors. | |
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CLASSES OF DIRECTORS
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| The Reliant board consists of one class. Reliant’s directors are elected annually by our shareholders at our annual meetings of shareholders for terms expiring at the next annual meeting of Reliant shareholders and until their successors are duly elected and qualified or until their earlier death, resignation, retirement, or removal. | | | United’s board of directors consists of one class. All directors serve a one-year term, expiring at the next annual meeting of shareholders or until their respective successors are duly elected and qualified. | |
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REMOVAL OF DIRECTORS
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The TBCA provides that shareholders may remove directors with or without cause unless a corporation’s charter provides that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group.
Reliant’s charter provides that a director may be removed by the shareholders of Reliant only for cause and in accordance with Reliant’s bylaws. Reliant directors may also be removed for cause by the vote of a majority of the board of directors at a meeting called for such purpose. The notice of any such meeting, whether of the shareholders of Reliant or the directors, must state that the purpose of the meeting is the removal of one or more directors.
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| | The articles of incorporation of United provide that directors may be removed only for cause and only upon the affirmative vote of the holders of two-thirds of the issued and outstanding shares entitled to vote on the removal. | |
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FILLING VACANCIES ON THE BOARD OF DIRECTORS
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| Reliant’s bylaws state that in the event of a vacancy on the board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of | | | United’s bylaws provide that a vacancy occurring in the board of directors for any reason may be filled for the unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a | |
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RELIANT
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UNITED
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| a director for any reason or a director’s resignation, (a) the shareholders may fill the vacancy, (b) the board of directors may fill the vacancy, or (c) if the directors remaining in office constitute fewer than a quorum of the board of directors, the directors remaining in office may fill the vacancy by the affirmative vote of a majority of such directors. | | | majority of the remaining directors, whether or not the remaining directors constitute a quorum. | |
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SPECIAL MEETINGS OF SHAREHOLDERS
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Reliant’s charter allows special meetings of shareholders to be called by the holder(s) of 20% or more of the issued and outstanding shares of voting stock of Reliant in the manner prescribed in the bylaws of Reliant. Reliant’s bylaws provide that special meetings of the shareholders of Reliant may be called by (i) the Chairman of the Reliant board, (ii) the President or Chief Executive Officer of Reliant, (iii) a majority of the Reliant board, or (iv) the holders of 20% or more of the outstanding shares of voting stock of Reliant.
Moreover, Reliant’s bylaws provide that if a shareholder calls a special meeting, the request for the meeting must: (i) be in writing, (ii) specify the general nature of the business proposed to be transacted, and (iii) be delivered to the Secretary of Reliant.
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| | United’s bylaws provide that special meetings may be called by the board of directors, the chairman of the board of directors, the chief executive officer, the president or the chief financial officer and by the holders of at least 25% of the shares entitled to vote on the matter considered at the special meeting. | |
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QUORUM
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| Except as otherwise provided by law, in accordance with Reliant’s bylaws, the holders of a majority of the shares entitled to vote on a matter to be considered at an annual or special meeting of shareholders, present in person or by proxy, constitute a quorum at any meeting of the shareholders of Reliant with respect to that matter. | | | Under United’s bylaws, except as otherwise provided by law or by United’s articles of incorporation, the holders of record of a majority of the shares of capital stock of United, issued and outstanding, entitled to vote at the meeting, present in person or by proxy shall constitute a quorum at a meeting of shareholders. | |
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NOTICE OF SHAREHOLDER MEETINGS
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| Reliant’s bylaws provide that, except as otherwise provided by law, written notice of the date, time, and place of each annual or special meeting of the shareholders of Reliant must be given to all shareholders entitled to notice of the meeting, at the addresses shown on the stock records of Reliant for such persons, no fewer than 10 days nor more than 60 days prior to the date of the meeting. Notice of any special meeting of the shareholders of Reliant must state the purpose or purposes of the meeting. | | | United’s bylaws provide that written notice of the date, time and place of each annual and special meeting of United’s shareholders will be given no fewer than ten days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting. | |
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RELIANT
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UNITED
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LIMITATION OF PERSONAL LIABILITY OF OFFICERS AND DIRECTORS
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Reliant’s charter provides that no Reliant director will be personally liable to Reliant or its shareholders for monetary damages for breach of any fiduciary duty as a director, except for a breach of the director’s duty of loyalty to Reliant or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or under Section 48-18-302 of the TBCA with respect to unlawful distributions.
Any amendment to this provision of the Reliant charter by the shareholders of Reliant requires the affirmative vote of at least two-thirds of all votes entitled to be cast on the amendment, unless the amendment is approved by of two-thirds of the members of the Reliant board in which event the amendment requires the affirmative vote of a majority of all votes entitled to be cast on the amendment.
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United’s articles of incorporation provide that no director of United shall be personally liable to United or its shareholders for breach of his or her duty of care or other duty as a director, but only to the extent permitted from time to time by the GBCC.
As provided under Georgia law, the liability of a director may not be eliminated or limited (1) for any appropriation, in violation of his duties, of any business opportunity of United, (2) for acts or omissions which involve intentional misconduct or a knowing violation of law, (3) for unlawful corporate distributions, or (4) for any transaction from which the director received an improper benefit.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS AND INSURANCE
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| Reliant’s charter provides that Reliant must indemnify and advance expenses to its directors and officers, and may indemnify and advance expenses to all other persons it has the power to indemnify and advance expenses to under the TBCA, and may purchase and maintain insurance or furnish similar protection on behalf of its directors, officers, and employees, in each case to the fullest extent authorized by the TBCA and applicable federal laws and regulations. | | |
United’s bylaws require it to indemnify its directors, officers, employees, and agents against judgments, fines, penalties, amounts paid in settlement, and expenses, including attorneys’ fees, resulting from various types of legal actions or proceedings instituted by third parties if the actions of the director, officer, employee, or agent being indemnified meet the standards of conduct specified therein.
In addition, United’s bylaws require it to indemnify its directors, officers, employees, and agents for expenses actually and reasonably incurred in connection with legal actions or proceedings instituted by or in the right of United to procure a judgment in its favor, if the actions of the director, officer, employee, or agent being indemnified meet the standards of conduct set forth therein. However, United will not indemnify a director, officer, employee, or agent for such expenses if such person is adjudged liable to United, unless so ordered by the court in which the legal action or proceeding is brought.
A determination concerning whether or not the applicable standard of conduct has been met by a director, officer, employee, or agent seeking indemnification must be made by (1) a disinterested majority of the Board of Directors, (2) United’s legal counsel, if a quorum of disinterested directors
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RELIANT
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UNITED
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is not obtainable or if the disinterested directors so order, or (3) an affirmative vote of a majority of shares held by the shareholders. No indemnification may be made to or on behalf of a director, officer, employee, or agent in connection with any other proceeding in which such person was adjudged liable on the basis that personal benefit was improperly received by him or her.
United’s directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omission, subject to certain limitations.
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AMENDMENTS TO CHARTER OR ARTICLES OF INCORPORATION AND BYLAWS
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The TBCA provides that certain relatively technical amendments to a corporation’s charter may be adopted by the directors without shareholder action. Generally, pursuant to Section 48-20-103 of the TBCA, any other amendment to a corporation’s charter must first be recommended to the shareholders by the board of directors and thereafter be approved by a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights, unless the charter or the board of directors require a greater vote.
Reliant’s charter provides that it may be amended by the shareholders of Reliant only by the affirmative vote of a majority of all votes entitled to be cast on the amendment, unless a greater vote is expressly required by Reliant’s charter or by the TBCA.
Any amendment to “Section 8. Limitation of Director Liability” of Reliant’s charter by the shareholders of Reliant requires the affirmative vote of at least two-thirds of all votes entitled to be cast on the amendment, unless the amendment is approved by of two-thirds of the members of the Reliant board in which event the amendment requires the affirmative vote of a majority of all votes entitled to be cast on the amendment.
Under the TBCA, shareholder action is generally not necessary to amend a corporation’s bylaws, unless corporation’s charter provides otherwise or its shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
Reliant’s charter provides that the bylaws of Reliant may be amended by the shareholders of Reliant only by the affirmative vote of a majority of all
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United’s articles of incorporation specifically provide that any amendment or repeal of any provision of the articles of incorporation or Article II (Shareholders’ Meetings) or Article III (Board of Directors) of the bylaws requires the affirmative vote of holders of a majority of the shares of United’s capital stock then issued and outstanding and entitled to vote on such matters.
United’s bylaws provide that United’s board of directors may alter, amend or repeal United’s bylaws or adopt new bylaws, subject to the voting requirement included in United’s articles of incorporation. Any bylaws adopted by United’s board of directors may be altered, amended or repealed, and new bylaws adopted, by the shareholders of United.
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RELIANT
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UNITED
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| votes entitled to be cast on the amendment, unless a greater vote is required by the TBCA. The bylaws of Reliant may be amended by the board of directors of Reliant to the fullest extent permitted by the TBCA; provided, however, that any amendment to the bylaws of Reliant by the Reliant board must be approved by the affirmative vote of a majority of the members of the board of directors, unless a greater vote is required by the TBCA. | | | | |
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SHAREHOLDER RIGHT TO MAKE PROPOSALS AND TO NOMINATE DIRECTORS
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Under Tennessee law, shareholders have the right to submit proposals to the board of directors and to submit nominations for directors.
Reliant’s bylaws allow for a shareholder to nominate a director so long as the shareholder is entitled to vote and timely provides written notice of the nomination in proper form to the Secretary of Reliant.
Reliant’s bylaws allow for shareholder proposals to be brought before the board at the annual meeting so long as written notice of the proposal is timely given to the Secretary of Reliant in proper form.
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| | United’s bylaws provide that for business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice of the business in writing to the Secretary of United. To be timely, the notice must be delivered or mailed to and received at the principal offices of United on or before the later to occur of (i) 14 days prior to the annual meeting or (ii) five days after notice of the meeting is provided to the shareholders. A shareholder’s notice must set forth (i) a brief description of each matter of business the shareholder proposes to bring before the meeting and the reasons for conducting the business at the meeting; (ii) the name, as it appears on United’s books, and address of the shareholder proposing the business; (iii) the series or class and number of shares of United’s capital stock that are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in the proposed business. | |
|
United SEC Filings
|
| |
Period or Date Filed
|
|
| Annual Report on Form 10-K | | | | |
| Quarterly Reports on Form 10-Q | | | Quarters ended March 31, 2021 and June 30, 2021 | |
| Current Reports on Form 8-K | | | Filed on April 23, 2021, May 13, 2021, May 14, 2021, July 15, 2021, August 16, 2021 and October 1, 2021 (other than the portions of those documents not deemed to be filed) | |
| Definitive Proxy Statement on Schedule 14A | | | |
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Reliant SEC Filings
|
| |
Period or Date Filed
|
|
| Annual Report on Form 10-K | | | | |
| Quarterly Reports on Form 10-Q | | | Quarters ended March 31, 2021 and June 30, 2021 | |
| Current Reports on Form 8-K or 8-K/A | | | Filed on January 26, 2021, April 28, 2021, May 17, 2021, June 28, 2021, July 15, 2021, and August 3, 2021 (other than the portions of those documents not deemed to be filed) | |
| Definitive Proxy Statement on Schedule 14A | | | |
| | | | | A-4 | | | |
| | | | | A-4 | | | |
| | | | | A-11 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
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| If to Company: | | | with a copy (which shall not constitute notice) to: | |
|
United Community Banks, Inc.
Attention: Melinda Davis Lux 2 West Washington Street, Suite 700 Greenville, SC 29601 |
| |
Nelson Mullins Riley & Scarborough
Attention: Neil Grayson and Lee Kiser 2 West Washington Street, Suite 400 Greenville, SC 29601 |
|
| If to Target: | | | with a copy (which shall not constitute notice) to: | |
|
Reliant Bancorp, Inc.
Attention: Chief Executive Officer 6100 Tower Circle, Suite 120 Franklin, TN 37067 |
| |
K&L Gates LLP
Attention: Adam G. Smith 222 Second Avenue South, Suite 1700 Nashville, TN 37201 |
|
|
Exhibit
No. |
| |
Description
|
| |||
| | | 3.2 | | | | Amended and Restated Bylaws of United Community Banks, Inc. (incorporated by reference to Exhibit 3.2 to United Community Banks, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the Securities and Exchange Commission on May 11, 2015). | |
| | | 4.1 | | | | Form of common stock certificate of United Community Banks, Inc.** | |
| | | 5.1 | | | |
Opinion of Nelson Mullins Riley & Scarborough LLP regarding the validity of the securities to be
issued.** |
|
| | | 8.1 | | | | Opinion of Nelson Mullins Riley & Scarborough LLP regarding certain tax matters.** | |
| | | 8.2 | | | | Opinion of K&L Gates LLP regarding certain tax matters.** | |
| | | 21.1 | | | |
Subsidiaries of United Community Banks, Inc. (incorporated by reference to Exhibit 21 to United
Community Banks, Inc.’s Annual Report on Form10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 25, 2021). |
|
| | | 23.1 | | | | Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1).** | |
| | | 23.2 | | | | Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 8.1).** | |
| | | 23.3 | | | | | |
| | | 23.4 | | | | | |
| | | 23.5 | | | | Consent of K&L Gates LLP. (included on Exhibit 8.2).** | |
| | | 24.1 | | | | | |
| | | 99.1 | | | | | |
| | | 99.2 | | | | Form of proxy of Reliant Bancorp, Inc.** | |
| | | | UNITED COMMUNITY BANKS, INC. | |
| | | |
By:
/s/ H. Lynn Harton
|
|
| | | |
Name:
H. Lynn Harton
|
|
| | | |
Title:
Chairman, President and Chief Executive Officer
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
By:
/s/ H. Lynn Harton
H. Lynn Harton
|
| |
Chairman, President and
Chief Executive Officer (Principal Executive Officer) |
| |
October 5, 2021
|
|
|
By:
/s/ Jefferson L. Harralson
Jefferson L. Harralson
|
| |
Executive Vice President and
Chief Financial Officer (Principal Financial Officer) |
| |
October 5, 2021
|
|
|
By:
/s/ Alan H. Kumler
Alan H. Kumler
|
| |
Senior Vice President and
Chief Accounting Officer (Principal Accounting Officer) |
| |
October 5, 2021
|
|
|
By:
/s/ Thomas A. Richlovsky
Thomas A. Richlovsky
|
| |
Lead Independent Director
|
| |
October 5, 2021
|
|
|
By:
/s/ Jennifer Mumby Bazante
Jennifer Mumby Bazante
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ Robert Blalock
Robert Blalock
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ James P. Clements
James P. Clements
|
| |
Director
|
| |
October 5, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
By:
/s/ Kenneth L. Daniels
Kenneth L. Daniels
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ Lance F. Drummond
Lance F. Drummond
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ Jennifer Mann
Jennifer Mann
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ David C. Shaver
David C. Shaver
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ Tim Wallis
Tim Wallis
|
| |
Director
|
| |
October 5, 2021
|
|
|
By:
/s/ David H. Wilkins
David H. Wilkins
|
| |
Director
|
| |
October 5, 2021
|
|
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of United Community Banks, Inc. of our report dated February 25, 2021 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in United Community Banks, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
October 6, 2021
Exhibit 23.4
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-4 of our report, dated March 9, 2021, with respect to the consolidated balance sheets of Reliant Bancorp, Inc. and subsidiaries, as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the three-year period ended December 31, 2020, which report is included in the Annual Report on Form 10-K of Reliant Bancorp, Inc. for the fiscal year ended December 31, 2020. We also consent to the reference to our firm under the heading “Experts” in the Proxy Statement/Prospectus, which is part of this Registration Statement.
Nashville, Tennessee
October 6, 2021
1201 DEMONBREUN STREET ▪ SUITE 1220 ▪ NASHVILLE, TENNESSEE 37203-3140 ▪ (615) 252-6100 ▪ Fax ▪ (615) 252-6105 |
www.maggartpc.com |
Exhibit 99.1
Consent of Raymond James & Associates, Inc.
Raymond James & Associates, Inc. consents to (i) the inclusion and description of our opinion letter dated July 14, 2021 to the Board of Directors of Reliant Bancorp, Inc. (the “Company”) included as Annex B to the proxy statement/prospectus relating to the proposed merger of the Company with and into United Community Banks, Inc., which forms a part of the Registration Statement on Form S-4 filed by United Community Banks, Inc. on the date hereof (the “Registration Statement”) and (ii) the references to our firm, and our opinion and the description or summarization of our opinion, included in such Registration Statement.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder, nor do we admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
Raymond James & Associates, Inc.
RAYMOND JAMES & ASSOCIATES, INC.
Dated: October 6, 2021