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As filed with the Securities and Exchange Commission on June 24, 2022
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED COMMUNITY BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia
6022
58-1807304
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
125 Highway 515 East
Blairsville, Georgia 30512
(706) 781-2265
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Melinda Davis Lux
General Counsel and Corporate Secretary
United Community Banks, Inc.
2 West Washington Street, Suite 700
Greenville, South Carolina 29601
Telephone: (864) 241-8736
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Neil E. Grayson and D. Lee Kiser
Nelson Mullins Riley & Scarborough LLP
2 West Washington Street, Suite 400
Greenville, South Carolina 29601
Telephone: (864) 373-2300
David L. Nast
Progress Financial Corporation
201 Williams Avenue
Huntsville, Alabama 35801
Telephone: (256) 319-3600
Jennifer R. McCain
Maynard, Cooper & Gale, P.C.
191 Sixth Avenue North, Suite 1700
Birmingham, Alabama 35203
Telephone: (205) 254-1000
Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company) Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY — SUBJECT TO COMPLETION — DATED JUNE 24, 2022
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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
To the Stockholders of Progress Financial Corporation:
On May 3, 2022, United Community Banks, Inc., which we refer to as United, and Progress Financial Corporation, which we refer to as Progress, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, that provides for the combination of United and Progress. Under the merger agreement, Progress will merge with and into United, with United as the surviving corporation, in a transaction we refer to as the merger. Immediately following completion of the merger, Progress Bank and Trust, a wholly-owned subsidiary of Progress, which we refer to as Progress Bank, will merge with and into United Community Bank, a wholly-owned subsidiary of United, with United Community Bank as the surviving bank, in a transaction we refer to as the bank merger. The transaction will enable United’s expansion into Progress’ attractive Alabama and Florida markets.
Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each outstanding share of Progress common stock (except for treasury stock or shares owned by Progress or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by stockholders who properly exercise dissenters’ rights) will be converted into the right to receive 0.770 shares, which we refer to as the exchange ratio, of United common stock, plus cash in lieu of fractional shares.
Although the number of shares of United common stock that each Progress stockholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of United common stock and will not be known at the time Progress stockholders vote on the merger agreement. Based on the exchange ratio of 0.770 and on the closing price of United common stock on the NASDAQ Global Select Market on May 3, 2022, which was the last trading day preceding the date of public announcement of the merger, the value of the per share merger consideration payable to holders of Progress common stock was approximately $23.52 as of such date. We urge you to obtain current market quotations for United (currently traded on The NASDAQ Global Select Market under the trading symbol “UCBI”). Progress common stock is not listed or quoted on any exchange.
Based on the current number of shares of Progress common stock outstanding as of the date of the merger agreement, United expects to issue approximately 8.5 million shares of United common stock to Progress stockholders upon completion of the merger. Upon completion of the merger, current Progress stockholders will own approximately 7.4% of United common stock. However, any increase or decrease in the number of outstanding shares of Progress common stock that occurs for any reason before the completion of the merger will cause the actual number of shares of United common stock issued upon completion of the merger to change.
Progress will hold its 2022 annual meeting of stockholders on [August 23], 2022 at 4:00 p.m., Central Daylight Time, in the Loretta Spencer auditorium at the Huntsville Museum of Art, 300 Church Street, Huntsville, Alabama 35801. At the annual meeting, holders of Progress common stock will be asked to vote to approve the merger agreement as described in this proxy statement/prospectus and to vote on the election of five Class II directors to serve on the Progress board of directors for a three-year term (or until the merger is consummated). Progress stockholders will also be asked to approve a proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement, as described in this proxy statement/prospectus. The directors of Progress have entered into voting and support agreements with United pursuant to which they have agreed to vote “FOR” the approval of the merger agreement, subject to the terms of the voting and support agreements. Additional information regarding the voting process for the Progress annual meeting is included in this proxy statement/prospectus.
Progress’ board of directors has determined and declared that the merger agreement, the merger, and the transactions contemplated by the merger agreement are advisable and in the best interests of Progress and its stockholders, has unanimously authorized, adopted and approved the merger agreement, the merger, and the transactions contemplated by the merger agreement, and unanimously recommends that Progress stockholders vote “FOR” the proposal to approve the merger agreement, “FOR” each of the five director nominees, and “FOR” the proposal to adjourn the Progress annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.
This document, which serves as a proxy statement for the annual meeting of Progress stockholders and as a prospectus for the shares of United common stock to be issued in the merger to Progress stockholders, describes the annual meeting of Progress stockholders, the merger, the documents related to the merger, and other related matters. Please carefully read this entire proxy statement/prospectus, including the “Risk Factors,” beginning on page 17, for a discussion of the risks relating to the proposed merger. You can also obtain information about United from documents that United has filed with the Securities and Exchange Commission.
If you have any questions concerning the merger, you should contact Dabsey Maxwell, Chief Financial Officer and Chief Operations Officer of Progress, 201 Williams Avenue, Huntsville, Alabama 35801 at (256) 319-3600.
David L. Nast
President and Chief Executive Officer
Progress Financial Corporation
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either United or Progress, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this proxy statement/prospectus is [•], 2022, and it is first being mailed or otherwise delivered to the stockholders of Progress on or about [•], 2022.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON [AUGUST 23], 2022
To the Stockholders of Progress Financial Corporation:
Progress Financial Corporation, which we refer to as Progress, will hold an annual meeting of stockholders at 4:00 p.m., Central Daylight Time, on [August 23], 2022, in the Loretta Spencer auditorium at the Huntsville Museum of Art, 300 Church Street, Huntsville, Alabama 35801, for the following purposes:

to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of May 3, 2022, by and among United Community Banks, Inc., which we refer to as United, and Progress, pursuant to which Progress will merge with and into United, with United continuing as the surviving corporation, which we refer to as the merger proposal;

to elect five Class II directors to serve on the board of directors for a three-year term (or until the consummation of the merger);

to consider and vote upon a proposal to adjourn the Progress annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal, which we refer to as the adjournment proposal; and

to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.
The annual meeting may also be attended virtually online. Stockholders will be able to listen, vote and submit questions during the annual meeting via a live audiocast available at https://agm.issuerdirect.com/prog. Additional information regarding attending the annual meeting virtually and the voting process for the annual meeting is included in this proxy statement.
We have fixed the close of business on [•], 2022 as the record date for the Progress annual meeting. Only holders of record of Progress common stock as of the close of business on the record date are entitled to notice of, and to vote at, the Progress annual meeting, or any adjournment or postponement thereof. Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Progress common stock. The annual meeting may be adjourned from time to time upon approval of the holders of Progress common stock, without notice other than by announcement at the meeting of the adjournment thereof, and any and all business for which notice is hereby given may be transacted at such adjourned meeting. The directors of Progress have entered into voting and support agreements with United, pursuant to which such holders have agreed to vote in favor of the merger proposal, subject to the terms of the voting and support agreements.
Progress stockholders have appraisal rights under Alabama law entitling them to obtain payment in cash for the fair value of their shares, provided they comply with each of the requirements under Alabama law, including not voting in favor of the merger proposal and providing timely notice to Progress. For more information regarding appraisal rights, please see “The Merger — Appraisal Rights for Progress Stockholders” beginning on page [•].
Your vote is very important.   We cannot complete the merger unless Progress stockholders approve the merger proposal.
Whether or not you plan to attend the annual meeting in person or by proxy, we urge you to vote now to make sure there will be a quorum for the annual meeting. Please vote as soon as possible. If you hold stock in your name as a stockholder of record, please complete, sign, date, and return the accompanying proxy card in the enclosed postage-paid return envelope as described on the proxy card. The giving of an appointment of proxy will not affect your right to revoke it or attend the annual meeting and vote in person. If you hold your stock in “street name” through a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the record holder.
 

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The enclosed proxy statement/prospectus provides a detailed description of the annual meeting, the merger, the documents related to the merger (including the merger agreement), and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices carefully and in their entirety. If you have any questions concerning the merger or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus, or need help voting your shares of Progress common stock, please contact Dabsey Maxwell, Chief Financial Officer and Chief Operations Officer of Progress, at (256) 319-3600.
Progress’ board of directors has determined and declared that the merger agreement, the merger, and the transactions contemplated by the merger agreement are advisable and in the best interests of Progress and its stockholders, has unanimously authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement, and unanimously recommends that Progress stockholders vote “FOR” the proposal to approve the merger agreement, “FOR” each of the five Class II director nominees, and “FOR” the proposal to adjourn the Progress annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal.
By Order of the Board of Directors,
David L. Nast
President and Chief Executive Officer
Huntsville, Alabama
[•], 2022
 

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REFERENCES TO ADDITIONAL INFORMATION
This proxy statement/prospectus incorporates important business and financial information about United Community Banks, Inc., which we refer to as United, from documents filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by United at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting United at the following address:
United Community Banks, Inc.
125 Highway 515 East
Blairsville, Georgia 30512
Attention: Investor Relations
Telephone: (706) 781-2265
You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, Progress stockholders must request them no later than five business days before the date of the Progress annual meeting. This means that Progress stockholders requesting documents must do so by [•], 2022.
You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated [•], 2022, and you should assume that the information in this proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference to another document into this proxy statement/prospectus is accurate as of the date of such document. Neither the mailing of this proxy statement/prospectus to Progress stockholders, nor the issuance by United of shares of United common stock in connection with the merger, will create any implication to the contrary.
This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this proxy statement/prospectus regarding United has been provided by United and information contained in this proxy statement/prospectus regarding Progress has been provided by Progress.
Please see “Where You Can Find More Information” for more details.
 

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QUESTIONS AND ANSWERS ABOUT THE MERGER
The following are some questions that you may have about the merger and the Progress annual meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger or the Progress annual meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information.”
Q:
What is the merger?
A:
United and Progress have entered into an Agreement and Plan of Merger, dated as of May 3, 2022, which we refer to as the merger agreement. Under the merger agreement, Progress will merge with and into United, with United continuing as the surviving corporation, in a transaction we refer to as the merger. Immediately following the completion of the merger, Progress Bank and Trust, a wholly-owned subsidiary of Progress, which we refer to as Progress Bank, will merge with and into United Community Bank, a wholly-owned subsidiary of United, with United Community Bank continuing as the surviving bank, in a transaction we refer to as the bank merger. A copy of the merger agreement is included in this proxy statement/prospectus as Annex A.
Upon completion of the merger, Progress stockholders will receive 0.770 shares of United common stock for each share of Progress common stock (except for treasury stock or shares owned by Progress or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by stockholders who properly exercise dissenters’ rights) they hold immediately prior to the merger, plus cash in lieu of fractional shares. As a result of the foregoing, based on the number of shares of United common stock and Progress common stock outstanding as of May 3, 2022, the last trading day before public announcement of the merger, it is expected that United shareholders will hold approximately 92.4%, and Progress stockholders will hold approximately 7.6%, of the shares of the combined company outstanding immediately after the effective time of the merger, which we refer to as the effective time.
The merger cannot be completed unless, among other things, Progress stockholders approve the merger proposal.
Q:
Why am I receiving this proxy statement/prospectus?
A:
We are delivering this document to you because it is a proxy statement being used by the Progress board of directors to solicit proxies of Progress stockholders in connection with approval of the merger and related matters.
In order to approve the merger agreement and related matters, Progress has called an annual meeting of its stockholders. This document serves as the proxy statement for the Progress annual meeting and describes the proposals to be presented at the Progress annual meeting.
Finally, this document is also a prospectus that is being delivered to Progress stockholders because, in connection with the merger, United will be issuing to Progress stockholders shares of United common stock as merger consideration.
This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Progress annual meeting and important information to consider in connection with an investment in United common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Progress common stock voted by proxy without attending the Progress annual meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.
Q:
What are Progress stockholders being asked to vote on at the Progress annual meeting?
A:
Progress is soliciting proxies from its stockholders with respect to the following proposals:

a proposal to approve the merger agreement, which we refer to as the merger proposal;
 
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a proposal to elect five Class II directors to serve on the Progress board of directors for a three-year term (or until the consummation of the merger);

a proposal to adjourn the Progress annual meeting, if necessary or appropriate, for the purpose of soliciting additional proxies in favor of the merger proposal, which we refer to as the adjournment proposal; and

any other business properly brought before the meeting.
Each of the Progress directors is expected to resign from the board of directors as of the closing of the merger.
Q:
Why are Progress stockholders electing the Class II directors?
A:
Progress’ directors are elected to three-year terms and the Class II directors have been nominated for re-election at the 2022 annual meeting. If elected, each Class II director will serve until his or her term on the board of directors expires in 2025, unless the merger is consummated. Each of the Progress directors is expected to resign from the board of directors as of the closing of the merger.
Q:
What will Progress stockholders receive in the merger?
A:
Upon completion of the merger, Progress stockholders will receive 0.770 shares of United common stock, which we refer to as the merger consideration, for each share of Progress common stock held immediately prior to the merger. United will not issue any fractional shares of United common stock in the merger. Progress stockholders who would otherwise be entitled to a fraction of a share of United common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger.
Q:
How will the merger affect Progress restricted stock awards?
A:
Under the merger agreement, at the effective time, each outstanding Progress restricted stock award will vest and be cancelled and converted automatically into the right to receive the merger consideration in respect of each share of Progress common stock underlying such restricted stock award.
Q:
How will the merger affect Progress stock options?
A:
Prior to the effective time, each holder of an option to acquire shares of Progress common stock, whether vested or unvested, will have the opportunity to enter into an option cash-out agreement with United, pursuant to which such holder’s option will be cancelled and converted automatically into the right to receive cash in an amount, which we refer to as the option cash-out amount, equal to the product of (i) the excess, if any, of (A) the product of (x) 0.770, multiplied by (y) the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger, over (B) the exercise price of such option, multiplied by (ii) the number of shares of Progress common stock subject to such option. However, the number of options converted into a right to receive the option cash-out amount will be limited to 25% of the total number of options outstanding as of immediately prior to the effective time.
As of the effective time, each outstanding option other than any option cancelled in exchange for cash pursuant to the above, will be assumed by United. From and after the effective time, (i) each assumed option may be exercised solely for shares of United common stock, (ii) the number of shares of United common stock subject to such assumed option will be equal to (A) the number of shares of Progress common stock subject to such option immediately prior to the effective time multiplied by (B) 0.770 (rounded down to the nearest whole share), and (iii) the per share exercise price under each such option will be adjusted to equal the quotient of (x) the exercise price per share of such option immediately prior to the effective time divided by (y) 0.770 (rounded up to the nearest whole cent).
For further information, see “The Merger Agreement — Treatment of Progress Restricted Stock and Stock Options” beginning on page [•].
 
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Q:
What are the U.S. federal income tax consequences of the merger to Progress stockholders?
A:
It is intended that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. It is a condition to the completion of the merger that United and Progress receive written opinions from their respective counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences”) of Progress common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Progress common stock for shares of United common stock pursuant to the merger, except with respect to any cash received in lieu of fractional shares of United common stock or from the exercise of appraisal rights. For further information, see “Material U.S. Federal Income Tax Consequences” beginning on page [•].
Progress stockholders should consult their own tax advisors for a full understanding of the particular tax consequences of the merger to them.
Q:
If I am a Progress stockholder, should I send in my Progress stock certificate(s) now?
A:
No. Please do not send in your Progress stock certificate(s) with your proxy. After the merger, an exchange agent will send you instructions for exchanging Progress stock certificates for the merger consideration. See “The Merger Agreement — Conversion of Shares; Exchange of Certificates.”
Q:
What should I do if I hold my shares of Progress common stock in book-entry form?
A:
You are not required to take any additional actions in connection with the conversion at the effective time of your shares of Progress common stock into shares of United common stock if your shares of Progress common stock are held in book-entry form. After the completion of the merger, shares of Progress common stock held in book-entry form will automatically be exchanged for book-entry shares of United common stock.
Q:
Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?
A:
Yes. Although the exchange ratio is fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value of United common stock. Any fluctuation in the market price of United common stock after the date of this proxy statement/prospectus will change the value of the shares of United common stock that Progress stockholders will receive.
Based on the closing price per share of United common stock on The NASDAQ Global Select Market, or NASDAQ, on May 3, 2022, the last trading day before the date of public announcement of the merger, and the exchange ratio of 0.770, the value of the per share merger consideration payable to holders of Progress common stock was approximately $23.52 as of such date. Based on the closing price per share of United common stock on [•], 2022, the latest practicable trading day before the date of this proxy statement/prospectus, the exchange ratio represented approximately $[•] in value for each share of Progress common stock. We urge you to obtain current market quotations for shares of United common stock (trading symbol “UCBI”). Progress common stock is not listed or quoted on any exchange.
Q:
How does the Progress board of directors recommend that I vote at the Progress annual meeting?
A:
The Progress board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” each of the five Class II director nominees, and “FOR” the adjournment proposal.
Q:
When and where is the Progress annual meeting?
A:
The Progress annual meeting will be held on [August 23], 2022 at 4:00 p.m., Central Daylight Time, in the Loretta Spencer auditorium at the Huntsville Museum of Art, 300 Church Street, Huntsville, Alabama 35801. You will also be able to attend the annual meeting virtually.
 
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Q:
How can I participate in the Progress annual meeting virtually on the internet?
A:
All stockholders can attend and participate in the annual meeting virtually. To attend the meeting virtually on the internet, you will need to go to https://agm.issuerdirect.com/prog and register by entering your first and last name, your Control ID and email address in the spaces provided and click “Register”. Your Control ID and Request ID will be mailed to you separately to the address of record for you with Progress. A copy of this proxy statement/prospectus will also be available on this page. Once you have registered for the annual meeting on https://agm.issuerdirect.com/prog, you will be able to hear the meeting when it begins on [August 23], 2022 at 4:00 p.m., Central Daylight Time.
If you would like to submit a question during the annual meeting, you can submit a question using the “Question” section to type and submit your question.
If you want to vote your shares electronically during the annual meeting, you can click on “Vote my Shares” and follow the instructions below for voting online under “How can I vote my shares of Progress common stock”. If you have already submitted your proxy by mail or online, it is not necessary to vote again during the annual meeting unless you wish to change your vote.
Q:
What do I need to do now?
A:
After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the Progress annual meeting. If you hold your shares in your name as a stockholder of record, you must complete, sign, date, and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the voting instruction card.
Q:
What constitutes a quorum for the Progress annual meeting?
A:
The presence at the Progress annual meeting, in person or by proxy, of a majority of the outstanding shares of Progress common stock that are entitled to vote shall constitute a quorum for the transaction of business. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
Q:
What is the vote required to approve each proposal at the Progress annual meeting?
A:
Merger proposal

Standard:   Approval of the merger proposal requires the affirmative vote of holders of a majority of the outstanding shares of Progress common stock.

Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy card, or fail to instruct your bank, broker or other nominee with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the proposal.
Election of Class II Directors

Standard:   Approval of the election of each director nominee requires the affirmative vote of a majority of the votes cast by the shares entitled to vote at the meeting.

Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy card, or fail to instruct your bank, broker or other nominee with respect to the election of directors, you will be deemed not to have cast a vote with respect to the proposal.
Adjournment proposal

Standard:   Approval of the adjournment proposal requires that the number of votes of Progress common stock cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal.
 
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Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy card, or fail to instruct your bank, broker or other nominee how to vote with respect to the adjournment proposal, you will be deemed not to have cast a vote with respect to the proposal.
For information regarding the voting and support agreements between United and certain holders of shares of Progress common stock, see “Information About The Progress Annual Meeting — Shares Subject to Voting and Support Agreement; Shares Held by Directors and Executive Officers.”
Q:
Why is my vote important?
A:
If you do not vote, it will be more difficult for Progress to obtain the necessary quorum to hold the Progress annual meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank, broker or other nominee how to vote, or abstention, will have the same effect as a vote “AGAINST” the merger proposal.
Q:
How can I vote my shares of Progress common stock?
A:
You may vote your shares by mail, online or in person as follows:
Voting by Mail.   Your proxy card includes instructions on how to vote by mailing in the proxy card. If you choose to vote by mail, please mark each proxy card that you receive, sign and date it, and promptly return in the envelope enclosed with the proxy card. Please do not send in your stock certificates with your proxy card.
Voting Online.   You may submit and grant a proxy to vote your shares online at https://www.iproxydirect.com/PROG. Each stockholder has been provided a personal Control ID and Request ID which have been mailed separately to your address of record with Progress. If you have not received your personal Control ID and Request ID, please contact Dabsey Maxwell at 201 Williams Avenue, Huntsville, Alabama 35801, or at (256) 319-3600.
To complete and submit your proxy online, login and follow the instructions provided at https://iproxydirect.com/PROG and below:
1.
Go to https://iproxydirect.com/PROG to review the Proxy Materials and to make your selections.
2.
Once you are ready to begin, enter your personal Control ID and Request ID, which have been mailed separately to your address of record with Progress, and click “Login”.
3.
“Verify Voter Information” is the next screen. Please verify your information and your legal right to vote your shares.
4.
Click “Confirm and Continue”.
5.
The next screen is “Vote Proxy”.
a.
For each item, select: “For”, “Against”, or “Abstain”.
b.
Click the “Submit” button.
6.
The next screen is “Confirm Vote”, where you review your proxy selections:
a.
To make changes, click the “Go Back” button under “Change Vote”.
b.
If everything is correct, type the name on your stock certificate in the signature field under “Sign and Place Vote”.
c.
Click the “Confirm and Place Vote” button to record your selections.
7.
After you select “Confirm and Place Vote”, a “Review Vote” screen will show your final selections.
In person.   You may also attend and vote your shares in person at the annual meeting.
 
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Q:
If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?
A:
No. Your bank or broker cannot vote your shares without instructions from you. If your shares are held in “street name” through a bank, broker, or other nominee, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to Progress, or by voting in person at the Progress annual meeting, unless you provide a “legal proxy,” which you must obtain from your broker, bank, or other nominee. Further, brokers, banks, or other nominees who hold shares of Progress common stock on behalf of their customers may not give a proxy to Progress to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks, and other nominees do not have discretionary voting power on these matters. Failure to instruct your bank or broker how to vote will have the same effect as a vote “AGAINST” the merger proposal.
Q:
Can I change my vote?
A:
Yes. If you are a holder of record of Progress common stock, you may change your vote at any time before your shares are voted at the Progress annual meeting by: (1) signing and returning another valid proxy card with a later date, (2) prior to the annual meeting, delivering a written notice of revocation to Progress’ Chief Financial Officer and Chief Operations Officer at the following address: Progress Financial Corporation, 201 Williams Avenue, Huntsville, Alabama 35801, or (3) attending the annual meeting and voting during the meeting.
If you hold your shares in “street name” through a bank, broker, or other holder of record, you should contact your record holder to change your vote.
Q:
What should I do if I receive more than one set of voting materials?
A:
Progress stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Progress common stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Progress common stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Progress common stock that you own.
Q:
Will Progress be required to submit the merger proposal to its stockholders even if the Progress board of directors has withdrawn, modified, or qualified its recommendation?
A:
Yes. Unless the merger agreement is terminated before the Progress annual meeting, Progress is required to submit the merger proposal to its stockholders even if the Progress board of directors has withdrawn, modified or qualified its recommendation that Progress stockholders approve the merger agreement.
Q:
Are Progress stockholders entitled to appraisal rights?
A:
Yes, Progress stockholders who do not vote in favor of the merger proposal and otherwise comply with all of the procedures set forth in Alabama law will be entitled to receive payment in cash for the fair value of their shares. A copy of Sections 10A-2A-13.01 through 10A-2A-13.40 of the Alabama Business Corporation Law, which we refer to as the ABCL, is attached as Annex C to this proxy statement/prospectus. The fair value, as determined under the statute, could be more than the merger consideration but could also be less. The provisions of Alabama law governing appraisal rights are complex, and you should study them carefully if you wish to exercise these rights. Multiple steps must be taken to properly exercise and perfect such rights. For further information, see “The Merger — Appraisal Rights in the Merger.”
 
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Q:
When do you expect to complete the merger?
A:
United and Progress expect to complete the merger in the fourth quarter of 2022. However, neither United nor Progress can assure you of when or if the merger will be completed. United and Progress must obtain the approval of the merger agreement by the Progress stockholders at the Progress annual meeting, and also must obtain necessary regulatory approvals in addition to satisfying certain other closing conditions.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, Progress stockholders will not receive any consideration for their shares of Progress common stock in connection with the merger. Instead, Progress will remain an independent company and your shares of Progress common stock will remain outstanding. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by Progress to United. See “The Merger Agreement — Termination Fee” for a complete discussion of the circumstances under which any such termination fee will be required to be paid.
Q:
Whom should I call with questions?
A:
If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need help voting your shares of Progress common stock, please contact Dabsey Maxwell, Chief Financial Officer and Chief Operations Officer of Progress, at (256) 319-3600.
 
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SUMMARY
This summary highlights selected information from this proxy statement/prospectus. It may not contain all of the information that is important to you. We urge you to read carefully the entire proxy statement/prospectus, including the annexes, and the other documents to which we refer in order to fully understand the merger. Please see “Where You Can Find More Information.” Each item in this summary refers to the page of this proxy statement/prospectus on which that subject is discussed in more detail.
The Merger (page [•])
United and Progress are proposing a merger. If the merger is completed, Progress stockholders will receive 0.770 shares of United common stock for each share of Progress common stock they hold immediately prior to the merger. United will not issue any fractional shares of United common stock in the merger. Progress stockholders who would otherwise be entitled to a fraction of a share of United common stock upon the completion of the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger.
As a result of the foregoing, based on the number of shares of United common stock and Progress common stock outstanding as of May 3, 2022, the last trading day before the date of public announcement of the merger, it is expected that United shareholders will hold approximately 92.6%, and Progress stockholders will hold approximately 7.4%, of the shares of the combined company outstanding immediately after the effective time of the merger, which we refer to as the effective time.
United common stock is listed on NASDAQ under the symbol “UCBI.” Progress common stock is not listed or quoted on any exchange. The following table shows the closing sale prices of United common stock as reported on NASDAQ on May 3, 2022, the day of public announcement of the merger agreement, and on [•], 2022, the latest practicable trading day before the date of this proxy statement/prospectus. The table also shows the implied value of the merger consideration payable for each share of Progress common stock, which we calculated by multiplying the closing price per share of United common stock on those dates by the exchange ratio of 0.770.
United
Common Stock
Implied Value of One Share
of Progress Common Stock
May 3, 2022
$ 30.55 $ 23.52
[•], 2022
$ [•] $ [•]
The merger agreement governs the merger. The merger agreement is included in this proxy statement/prospectus as Annex A. All descriptions in this summary and elsewhere in this proxy statement/prospectus of the terms and conditions of the merger are qualified in their entirety by reference to the merger agreement. Please read the merger agreement carefully for a more complete understanding of the merger.
Progress’ Reasons for the Merger; Recommendation of the Progress Board of Directors (page [•])
The Progress board of directors has unanimously (i) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of Progress and the Progress stockholders and (ii) adopted the merger agreement and approved the execution, delivery and performance by Progress of the merger agreement and the consummation of the transactions contemplated thereby, including the merger. The Progress board of directors unanimously recommends that the Progress stockholders vote “FOR” the merger proposal, “FOR” the election of the Class II Director nominees named herein, and “FOR” the adjournment proposal. For the factors considered by the Progress board of directors in reaching its decision to adopt the merger agreement, see “The Merger — Progress’ Reasons for the Merger; Recommendation of Progress’ Board of Directors,” beginning on page [•].
Opinion of Progress’ Financial Advisor (page [•] and Annex B)
At the May 3, 2022 meeting at which the Progress board of directors considered and discussed the terms of the merger agreement and the merger, Progress’ financial advisor Stephens Inc., which we refer to
 
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as Stephens, delivered to the Progress board of directors its oral opinion, which was subsequently confirmed in writing on May 3, 2022, to the effect that, as of such date, the merger consideration was fair, from a financial point of view, to the Progress stockholders. The full text of Stephens’ opinion is attached as Annex B to this proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Progress stockholders are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.
For further information, see “The Merger — Opinion of Progress’ Financial Advisor,” beginning on page [•].
Treatment of Progress Restricted Stock and Stock Options (page [•])
Restricted Stock.   Under the merger agreement, at the effective time, each outstanding Progress restricted stock award will vest and be cancelled and converted automatically into the right to receive the merger consideration in respect of each share of Progress common stock underlying such restricted stock award.
Stock Options.   Prior to the effective time, each holder of an option to acquire shares of Progress common stock, whether vested or unvested, will have the opportunity to enter into an option cash-out agreement with United, pursuant to which such holder’s option will be cancelled and converted automatically into the right to receive cash in an amount, which we refer to as the option cash-out amount, equal to the product of (i) the excess, if any, of (A) the product of (x) 0.770, multiplied by (y) the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger, over (B) the exercise price of such option, multiplied by (ii) the number of shares of Progress common stock subject to such option. However, the number of options converted into a right to receive the option cash-out amount will be limited to 25% of the total number of options outstanding as of immediately prior to the effective time.
As of the effective time, each outstanding option other than any option cancelled in exchange for cash pursuant to the above, will be assumed by United. From and after the effective time, (i) each assumed option may be exercised solely for shares of United common stock, (ii) the number of shares of United common stock subject to such assumed option will be equal to (A) the number of shares of Progress common stock subject to such option immediately prior to the effective time multiplied by (B) 0.770 (rounded down to the nearest whole share), and (iii) the per share exercise price under each such option will be adjusted to equal the quotient of (x) the exercise price per share of such option immediately prior to the effective time divided by (y) 0.770 (rounded up to the nearest whole cent).
For further information, see “The Merger Agreement — Treatment of Progress Restricted Stock and Stock Options” beginning on page [•].
Progress Will Hold Its Annual Meeting on [August 23], 2022 (page [•])
The Progress annual meeting will be held on [August 23], 2022 at 4:00 p.m. Central Daylight Time in the Loretta Spencer auditorium at the Huntsville Museum of Art, 300 Church Street, Huntsville, Alabama 35801. At the Progress annual meeting, Progress stockholders will be asked to consider and vote upon the following matters:

a proposal to approve the Agreement and Plan of Merger, dated as of May 3, 2022, as it may be amended from time to time, by and between Progress and United, pursuant to which Progress will merge with and into United, with United continuing as the surviving corporation, which we refer to as the merger proposal;

a proposal to elect five Class II directors to serve on the board of directors of Progress for a three-year term (or until the consummation of the merger); and

a proposal to approve one or more adjournments of the Progress annual meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal, which we refer to as the adjournment proposal.
 
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Progress’ board of directors has fixed the close of business on [•], 2022 as the record date for determining the holders of Progress common stock entitled to receive notice of and to vote at the Progress annual meeting.
As of the Progress record date, there were [•] shares of Progress common stock outstanding and entitled to vote at the Progress annual meeting held by approximately [•] holders of record. Each share of Progress common stock entitles the holder to one vote at the Progress annual meeting on each proposal to be considered at the Progress annual meeting. For information regarding the voting and support agreements between United and certain holders of shares of Progress common stock, see “Information About The Progress Annual Meeting — Shares Subject to Voting and Support Agreement; Shares Held by Directors and Executive Officers.”
For further information, see “Information About The Progress Annual Meeting” beginning on page [•].
Material U.S. Federal Income Tax Consequences of the Merger (page [•])
It is intended that the merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the merger that United and Progress receive written opinions from their counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the merger so qualifies, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences”) of Progress common stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Progress common stock for shares of United common stock pursuant to the merger, except with respect to cash received in lieu of fractional shares of United common stock or from the exercise of appraisal rights. For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [•].
All Progress stockholders should consult their own tax advisors for a full understanding of the particular tax consequences of the merger to them.
Interests of Progress’ Directors and Executive Officers in the Merger (page [•])
In considering the recommendation of the Progress board of directors with respect to the merger, Progress stockholders should be aware that Progress’ directors and executive officers have interests in the merger, including financial interests, that may be different from, or in addition to, the interests of the other stockholders of Progress. The Progress board of directors was aware of and considered these interests during its deliberations of the merits of the merger and in determining to recommend to Progress stockholders that they vote for the merger proposal and thereby approve the transactions contemplated by the merger agreement, including the merger.
These interests include, among others:

as holders of Progress restricted stock awards, certain Progress directors and executive officers will be entitled to accelerated vesting of such awards;

as holders of Progress stock options, Progress directors and executive officers will be entitled to accelerated vesting of such stock options and either a cash payment with respect to each such stock option or the assumption of each such stock option by United;

David L. Nast, Progress’ President and Chief Executive Officer, has entered into an employment agreement with United Community Bank that provides for his continued employment with United Community Bank following the merger;

Dabsey Maxwell, Progress’ Chief Financial Officer and Chief Operations Officer, has entered into a non-compete agreement with United Community Bank that provides for certain cash payments to her in exchange for agreements not to compete or solicit customers or employees;

certain executive officers of Progress have the right to receive certain change of control payments pursuant to their existing employment agreements and to receive certain retention payments; and

United has agreed to provide certain ongoing indemnification and insurance coverage to the officers and directors of Progress following the merger for acts or omissions occurring prior to the merger.
 
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For a more complete description of these interests, see the section entitled “The Merger — Interests of Progress’ Directors and Executive Officers in the Merger,” beginning on page [•].
Appraisal Rights in the Merger (page [•])
Under the Alabama Business Corporation Law, which we refer to as the ABCL, which is the law under which Progress is incorporated, Progress stockholders will be entitled to appraisal rights in connection with the merger.
In general, to preserve appraisal rights, Progress stockholders must:

deliver to Progress, before the Progress annual meeting, written notice of intent to demand payment if the merger is effectuated;

not vote their shares in favor of the merger proposal; and

comply with the other procedures set forth for exercising appraisal rights set forth in the ABCL.
A copy of Sections 10A-2A-13.01 through 10A-2A-13.40 of the ABCL pertaining to appraisal rights is attached as Annex C to this proxy statement/prospectus. You should read the text of the statutes carefully and consult with your legal counsel if you intend to exercise appraisal rights.
For more information, see “The Merger — Appraisal Rights in the Merger,” beginning on page [•].
Regulatory Approvals Required for the Merger (page [•])
Subject to the terms of the merger agreement, both United and Progress have agreed to use their reasonable best efforts to obtain as soon as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement. These approvals include approvals from, among others, the Board of Governors of the Federal Reserve System, which we refer to as the Federal Reserve Board, the Federal Deposit Insurance Corporation, which we refer to as the FDIC, the South Carolina Board of Financial Institutions, which we refer to as the SCBFI, and the Alabama State Banking Department, which we refer to as the ASBD. United and Progress have filed applications and notifications to obtain the required regulatory approvals.
Although neither United nor Progress knows of any reason why it cannot obtain these regulatory approvals in a timely manner, United and Progress cannot be certain when or if they will be obtained. For more information, see “The Merger — Regulatory Approvals Required for the Merger,” beginning on page [•].
Conditions to Complete the Merger (page [•])
Each party’s obligation to complete the merger is subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain conditions, including: (1) the approval of the merger agreement by the requisite vote of Progress stockholders; (2) the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, each as described above, and no such regulatory approval shall have resulted in the imposition of a materially burdensome regulatory condition; (3) authorization for listing on NASDAQ of the shares of United common stock to be issued in the merger; (4) effectiveness of the registration statement on Form S-4 with respect to the shares of the United common stock to be issued in the merger; (5) the absence of any order, injunction, decree or other legal restraint preventing the completion of the merger or making the completion of the merger illegal; (6) subject to certain exceptions, the accuracy of the representations and warranties of the other party; (7) performance in all material respects by the other party of its obligations under the merger agreement; (8) receipt by such party of an opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code; (9) the holders of no more than five percent of the aggregate outstanding shares of Progress common stock having properly notified Progress of their intent to exercise appraisal rights; and (10) the absence of any change, state of facts, event, development or effect that has had, or would reasonably be expected to have, either individually or in the aggregate, a material adverse effect on Progress since December 31, 2021.
 
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Neither United nor Progress can be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed. For more information, see “The Merger Agreement — Conditions to Complete the Merger,” beginning on page [•].
Termination of the Merger Agreement (page [•])
The merger agreement may be terminated at any time by either United or Progress prior to the effective time under the following circumstances:

by mutual written consent of United and Progress;

if the merger is not consummated by April 30, 2023, unless the failure of the merger to be consummated by that date is due to a material breach of the merger agreement by the party seeking to terminate the merger agreement or as a result of delays filing the Form S-4 by United that are not the fault of Progress;

if its respective board of directors determines that any regulatory approval required to complete the merger is denied by a final, non-appealable action or an application for any such regulatory approval is permanently withdrawn at the request of a governmental authority;

if the merger proposal is not approved by Progress stockholders at the Progress annual meeting or any adjournment or postponement of the Progress annual meeting;

subject to cure rights, in the event of a breach of any of the covenants or agreements, or any inaccuracy of any of the representations or warranties of the other party, such that the conditions to the terminating party’s obligations to complete the merger would not be satisfied; or

if both parties’ boards of directors determine in their good judgment that obtaining a regulatory approval required to complete the merger would result in a materially burdensome condition being imposed upon the combined company or the receipt of any required regulatory approval would impose a materially burdensome regulatory condition.
In addition, the merger agreement may be terminated:

by United if, prior to the Progress annual meeting, (i) Progress has materially breached its obligations to call, give notice of, and hold the Progress stockholders meeting, (ii) the Progress board of directors has failed to recommend that Progress stockholders approve the merger proposal or has made an adverse recommendation change, or (iii) the Progress board of directors has recommended or proposed (or publicly announced an intention to recommend or propose) to engage in an acquisition proposal;

by Progress, prior to approval of the merger proposal by the Progress stockholders, in order to enter into a definitive agreement with respect to a superior proposal, provided that (i) Progress has complied with its non-solicitation obligations under the merger agreement in all material respects, (ii) Progress has provided United an opportunity to renegotiate the merger agreement such that the alternative transaction no longer constitutes a superior proposal, and (iii) Progress pays (or causes to be paid) the termination fee (as defined below) prior to or simultaneously with such termination; or

by Progress, if the price of United common stock declines by more than 20% from $33.63 and the price of United common stock underperforms the initial bank stock index average of $120.53 by more than 20%, in each case from the date of the merger agreement, provided that United will have a right to increase the merger consideration to prevent these thresholds from being triggered in the event that Progress seeks to exercise this right.
For more information, see “The Merger Agreement — Termination of the Merger Agreement,” beginning on page [•].
Termination Fee (page [•])
If the merger agreement is terminated under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation of the Progress board of directors,
 
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Progress may be required to pay to United a termination fee equal to $10,000,000. This termination fee could discourage other companies from seeking to acquire or merge with Progress. For more information, see “The Merger Agreement — Termination Fee,” beginning on page [•].
The Rights of Progress Stockholders Will Change as a Result of the Merger (page [•])
The rights of Progress stockholders will change as a result of the merger due to differences in United’s and Progress’ governing documents. The rights of Progress stockholders are governed by Alabama law and by the Progress articles of incorporation and bylaws. Upon the completion of the merger, Progress stockholders immediately prior to the effective time will become United shareholders, as the continuing legal entity in the merger, and their rights as United shareholders will therefore be governed by Georgia law and the United articles of incorporation and bylaws.
For more information, see “Comparison of Shareholders’ and Stockholders’ Rights,” beginning on page [•] for a description of the material differences in shareholders’ and stockholders’ rights under each of the United and Progress governing documents.
Information About the Companies (pages [•], [•])
United Community Banks, Inc.
United Community Banks, Inc. is a bank holding company and a Georgia corporation headquartered in Blairsville, Georgia, and is the parent company of United Community Bank, a South Carolina state-chartered bank that opened in 1950. At March 31, 2022, United had total consolidated assets of approximately $24.4 billion, total consolidated deposits of approximately $21.1 billion, total consolidated loans of approximately $14.3 billion, and total consolidated shareholders’ equity of approximately $2.7 billion. United was incorporated in 1987 and began operations in 1988 in the state of Georgia by acquiring the capital stock of United Community Bank. United has since grown through a combination of acquisitions and strategic growth throughout the Georgia, South Carolina, North Carolina, Florida and Tennessee markets, as well as nationally through its United States Small Business Administration and United States Department of Agriculture lending and equipment finance businesses. As of March 31, 2022, United had 2,893 full-time equivalent employees.
United provides a wide array of commercial and consumer banking services, including checking, savings and time deposit accounts, secured and unsecured loans, mortgage loans, payment services, wire transfers, brokerage, investment advisory services, wealth management, investment, trust, and insurance services, and other related financial services to its customers. United’s business model combines the commitment to exceptional customer service of a local bank with the products and expertise of a larger institution. United believes that this combination of service and expertise sets it apart and is instrumental in its strategy to build long-term relationships. United Community Bank operates as a locally-focused community bank, supplemented by experienced, centralized support to deliver products and services to its larger, more sophisticated, customers. United’s organizational structure reflects these strengths, with local leaders for each market and market advisory boards operating in partnership with the product experts of its Commercial Banking Solutions unit.
United’s revenue is primarily derived from interest on and fees received in connection with loans United makes and from interest and dividends on investment securities and short-term investments. The principal sources of funds for United’s lending activities are customer deposits, repayment of loans, and the sale and maturity of investment securities. United’s principal expenses are interest paid on deposits and other borrowings and operating and general administrative expenses.
United’s principal office is located at 125 Highway 515 East, Blairsville, Georgia 30512, and its telephone number at that location is (706) 781-2265. United’s stock is traded on the NASDAQ under the symbol “UCBI.” Additional information about United and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information.”
 
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Progress Financial Corporation
Progress is a bank holding company and an Alabama corporation headquartered in Huntsville, Alabama, and is the parent company of Progress Bank, an Alabama state-chartered bank that commenced operations in 2008. Progress Bank is a full-service commercial bank, providing a wide range of wealth management and business and consumer financial services in its target marketplaces. Progress Bank operates 13 full service banking locations located throughout Alabama and the Florida panhandle coast. At March 31, 2022, Progress had total consolidated assets of approximately $1.9 billion, total consolidated deposits of approximately $1.7 billion, total consolidated loans of approximately $1.3 billion, and total consolidated stockholders’ equity of approximately $172.1 million. For additional financial information regarding Progress, see the financial statements of Progress attached as Annex D to this proxy statement/prospectus.
Progress’ headquarters is located at 201 Williams Avenue, Huntsville, Alabama 35801, and its telephone number at that location is (256) 319-3600.
Risk Factors (page [•])
You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in the proxy statement/prospectus. In particular, you should consider the factors described under “Risk Factors” beginning on page [•].
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference in this proxy statement/prospectus are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving United’s or Progress expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “projections,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger or the bank merger, including future financial and operating results of United, Progress or the combined company following the merger, the combined company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger, the likelihood of success, and the potential impact of litigation and other statements that are not historical facts. These statements are only predictions based on United’s and Progress’ current expectations and projections about future events. There are important factors that could cause United’s and Progress’ actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in the section entitled “Risk Factors” beginning on page [•].
These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in United’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

the inability to close the merger and the bank merger in a timely manner;

the failure to complete the merger due to the failure of Progress stockholders to approve the merger proposal;

failure to obtain applicable regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule;

the potential impact of announcement or consummation of the merger on relationships with third parties, including customers, employees, and competitors;

business disruption following the merger;

difficulties and delays in integrating the businesses of United and Progress or fully realizing cost savings and other benefits;

United’s potential exposure to unknown or contingent liabilities of Progress;

the challenges of integrating, retaining, and hiring key personnel;

failure to attract new customers and retain existing customers in the manner anticipated;

the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

changes in United’s stock price before closing, including as a result of the financial performance of Progress prior to closing;

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which United and Progress are highly dependent;

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, which we refer to as the “CARES Act,” the Dodd-Frank Wall Street Reform and Consumer Protection Act, which we refer to as the “Dodd-Frank Act,” and other changes
 
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pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection, and insurance, and the ability to comply with such changes in a timely manner;

changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board;

changes in interest rates, which may affect United’s and Progress’ net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of United’s or Progress’ assets, including its investment securities;

changes in accounting principles, policies, practices, or guidelines;

changes in United’s credit ratings or in United’s ability to access the capital markets;

natural disasters, pandemics, war, or terrorist activities; and

other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting United’s or Progress’ operations, pricing, and services.
Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond United’s or Progress’ control.
For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, United and Progress claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus or the date of the applicable document incorporated by reference in this proxy statement/prospectus. Except to the extent required by applicable law, United and Progress do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to United, Progress, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus.
 
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RISK FACTORS
In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also read and consider the risk factors relating to the business of United and ownership of United common stock described in Part I, Item 1A of United’s Annual Report on Form 10-K for the year ended December 31, 2021 that has been filed with the SEC, as well as any subsequent documents filed by United with the SEC, which are incorporated into this proxy statement/prospectus by reference. See “Where You Can Find More Information” beginning on page [•].
Because the market price of United common stock will fluctuate, Progress stockholders cannot be certain of the market value of the merger consideration they will receive.
Upon completion of the merger, each outstanding share of Progress common stock (except for treasury stock or shares owned by Progress or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by stockholders who properly exercise dissenters’ rights) will be converted into 0.770 shares of United common stock. The market value of the merger consideration will vary from the closing price of United common stock on the date United and Progress announced the merger, on the date that this proxy statement/prospectus is mailed to Progress stockholders, on the date of the Progress annual meeting, and on the date the merger is completed. Any change in the market price of United common stock prior to the completion of the merger will affect the market value of the merger consideration that Progress stockholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of shares of United common stock, provided that Progress may terminate the merger agreement in certain circumstances relating to a decline in the price of United common stock relative to such price as of the date of the merger agreement or to a bank stock index, provided that United will have a right to increase the exchange ratio to a specified amount set forth in the merger agreement to prevent such termination. See “The Merger — Termination of the Merger Agreement.”
The market price of United’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding United’s operations or business prospects, including market sentiment regarding United’s entry into the merger agreement, as well as changes in general market and economic conditions, changes in geopolitical conditions and changes in the values and perceptions of financial services stocks generally. These risks may be affected by:

operating results that vary from the expectations of United’s management or of securities analysts and investors;

developments in United’s business or in the financial services sector generally;

regulatory or legislative changes affecting United’s industry generally or its business and operations;

operating and securities price performance of companies that investors consider to be comparable to United;

changes in estimates or recommendations by securities analysts or rating agencies;

announcements of strategic developments, acquisitions, dispositions, financings, and other material events by United or its competitors; and

changes in global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.
Therefore, at the time of the Progress annual meeting, you will not know the precise market value of the consideration you will receive at the effective time. You should obtain current market quotations for shares of United common stock.
 
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Because Progress common stock is traded infrequently and is not listed or quoted on any exchange, it is difficult to determine how the fair value of Progress common stock compares with the merger consideration.
Progress common stock is not listed or quoted on any exchange. There is no established market for Progress common stock. Due to a lack of an established market for Progress common stock, it is difficult to determine the fair value of Progress common stock. Because the merger consideration was determined based on negotiations between the parties, it may not be indicative of the fair value of shares of Progress common stock.
The market price of United common stock after the merger may be affected by factors different from those currently affecting the independent businesses of United and Progress.
Upon completion of the merger, holders of Progress common stock will become holders of United common stock. United’s business differs in important respects from that of Progress, and, accordingly, the results of operations of the combined company and the market price of United common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of United and Progress. For a discussion of the businesses of United and Progress and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information.”
Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
Before the merger and the bank merger may be completed, United and Progress must obtain all necessary approvals or waivers from the Federal Reserve Board, the FDIC, the SCBFI, and the ASBD. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See “The Merger — Regulatory Approvals Required for the Merger.”
The success of the merger and integration of United and Progress will depend on a number of uncertain factors.
The success of the merger will depend on a number of factors, including, without limitation:

United’s ability to integrate the branches acquired from Progress in the merger, which we refer to as the acquired branches, into United’s current operations;

United’s ability to limit the outflow of deposits held by its new customers in the acquired branches and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;

United’s ability to control the incremental non-interest expense from the acquired branches in a manner that enables it to maintain a favorable overall efficiency ratio;

United’s ability to retain and attract the appropriate personnel to staff and manage the acquired branches; and

United’s ability to earn acceptable levels of interest and non-interest income, including fee income, from the acquired branches.
Integrating the acquired branches will be an operation of substantial size and expense, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert United’s management’s attention and resources. No
 
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assurance can be given that United will be able to integrate the acquired branches successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures and policies that adversely affect United’s ability to maintain relationships with clients, customers, depositors, and employees, or to achieve the anticipated benefits of the merger. United may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect United’s existing profitability, that United will be able to achieve results in the future similar to those achieved by its existing banking business, or that United will be able to manage any growth resulting from the merger effectively.
Combining United and Progress may be more difficult, costly, or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.
United and Progress have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on United’s ability to successfully combine and integrate the businesses of United and Progress in a manner that permits growth opportunities and does not materially disrupt the existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses, or inconsistencies in standards, controls, procedures, and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect United’s ability to successfully conduct its business, which could have an adverse effect on United’s financial results and the value of the United common stock. If United experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause United and/or Progress to lose customers or cause customers to remove their accounts from United and/or Progress and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of United and Progress during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.
The combined company may be unable to retain Progress personnel successfully after the merger is completed.
The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Progress. It is possible that these employees may decide not to remain with Progress while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Progress to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, United may not be able to locate suitable replacements for any key employees who leave the combined company, or to offer employment to potential replacements on reasonable terms.
Progress’ directors and executive officers have interests in the merger that may differ from the interests of Progress stockholders.
Progress stockholders should be aware that some of Progress’ directors and executive officers have interests in the merger that are different from, or in addition to, those of Progress stockholders generally. The Progress board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Progress stockholders vote in favor of approving the merger agreement.
For a more complete description of these interests, please see “The Merger — Interests of Progress’ Directors and Executive Officers in the Merger.”
 
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Termination of the merger agreement could negatively impact United or Progress.
If the merger agreement is terminated, there may be various consequences. For example, United’s or Progress’ businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of United common stock or Progress common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Progress may be required to pay to United a termination fee of $10 million.
Progress will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Progress and, consequently, the combined company. These uncertainties may impair Progress’ ability to attract, retain, and motivate key personnel until the merger is completed, and could cause customers and others that deal with Progress to seek to change existing business relationships with Progress. Retention of certain employees by Progress may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with Progress and, ultimately, the combined company, the combined company’s business could be harmed. In addition, subject to certain exceptions, Progress has agreed to operate its business in the ordinary course and use commercially reasonable efforts to preserve its business organization, employees and advantageous business relationships prior to closing. See “The Merger Agreement — Covenants and Agreements” for a description of the restrictive covenants applicable to Progress.
If the merger is not completed, United and Progress will have incurred substantial expenses without realizing the expected benefits of the merger.
Each of United and Progress has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing, and mailing this proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, United and Progress would have to recognize these expenses without realizing the expected benefits of the merger.
The merger agreement limits Progress’ ability to pursue acquisition proposals and requires Progress to pay a termination fee of $10 million under limited circumstances, including circumstances relating to acquisition proposals.
The merger agreement prohibits Progress from initiating, soliciting, knowingly encouraging, or knowingly facilitating certain third-party acquisition proposals. See “The Merger Agreement — Agreement Not to Solicit Other Offers.” The merger agreement also provides that Progress will be required to pay a termination fee in the amount of $10 million in the event that the merger agreement is terminated under certain circumstances, including an adverse recommendation change by the Progress board of directors. See “The Merger Agreement — Termination Fee.” These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Progress from considering or proposing such an acquisition.
The shares of United common stock to be received by Progress stockholders as a result of the merger will have different rights from the shares of Progress common stock.
Upon completion of the merger, Progress stockholders will become United shareholders and their rights as shareholders will be governed by the Georgia Business Corporation Code, which we refer to as the GBCC, and the United articles of incorporation and bylaws. The rights associated with Progress common stock are different from the rights associated with United common stock. Please see “Comparison of Shareholders’ and Stockholders’ Rights” beginning on page [•] for a discussion of the different rights associated with United common stock.
 
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Progress stockholders will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management, as compared to their ownership and voting interests in Progress.
Progress stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Progress. Upon completion of the merger, each Progress stockholder who receives shares of United common stock will become a United shareholder, with a percentage ownership of United that is much smaller than such stockholder’s percentage ownership of Progress. Based on the number of shares outstanding on May 3, 2022, the date of the merger agreement, and the shares of United common stock expected to be issued in the merger, the Progress stockholders as a group will receive shares in the merger constituting approximately 7.4% of the outstanding shares of United common stock immediately after the merger. As a result, current United shareholders as a group will own approximately 92.6% of the outstanding shares of United common stock immediately after the merger. Because of this, Progress stockholders may have less influence on the management and policies of the combined company than they now have on the management and policies of Progress.
The fairness opinion received by the Progress board of directors from Stephens has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of such opinion.
The fairness opinion of Stephens was rendered to Progress’ board of directors on May 3, 2022. Changes in the operations and prospects of Progress, general market and economic conditions, and other factors which may be beyond the control of Progress may have altered the value of Progress or the sale prices of shares of Progress common stock as of the date of this proxy statement/prospectus, or may alter such value and sale prices by the time the merger is completed. The opinion from Stephens, dated May 3, 2022, does not speak as of any date other than the date of such opinion.
United and United Community Bank have not previously operated in Progress’ and Progress Bank’s market areas.
Progress’ and Progress Bank’s primary market areas are located throughout Alabama and along the Florida panhandle coast. The banking business in these markets is extremely competitive, and the level of competition may increase further in the future. United Community Bank has not previously achieved substantial penetration into these market areas and there may be unexpected challenges and difficulties in doing so that could adversely affect United Community Bank following the completion of the merger.
Progress stockholders will become shareholders of a Georgia corporation and will have their rights as shareholders governed by United’s organizational documents and Georgia law.
As a result of the completion of the merger, Progress stockholders will become shareholders of United, and their rights as shareholders of United will be governed by United’s organizational documents and the GBCC. As a result, there will be differences between the rights currently enjoyed by Progress stockholders and the rights they expect to have as shareholders of the combined company. See “Comparison of Shareholders’ and Stockholders’ Rights” beginning on page [•].
There is no assurance that United will continue paying dividends at the current rate.
United’s board of directors has adopted a current dividend practice for the payment of a quarterly cash dividend. This practice can be changed at any time at the discretion of United’s board of directors, and United’s common shareholders will have no contractual or other legal right to dividends. In addition, the other risk factors described in this section could materially reduce the cash available from operations, and these outcomes could cause capital not to be available when needed in an amount sufficient to support United’s dividend practice. The amount of dividends that United may distribute will also be subject to restrictions under Georgia law and applicable bank regulatory provisions. If United’s board of directors were to adopt a change to United’s current dividend practice that resulted in a reduction in the amount of dividends, such change could have a material and adverse effect on the market price of United’s common stock.
 
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Risks relating to United’s business.
You should read and consider the risk factors specific to United’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in United’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in other documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information” beginning on page [•] for the location of information incorporated by reference into this proxy statement/prospectus.
 
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INFORMATION ABOUT THE PROGRESS ANNUAL MEETING
This section contains information about the annual meeting that Progress has called to allow Progress stockholders to vote on the approval of the merger agreement and the election of directors. The Progress board of directors is mailing this proxy statement/prospectus to you on or about [•], 2022. Together with this proxy statement/prospectus, the Progress board of directors is also sending you a notice of the annual meeting of Progress stockholders and a form of proxy that the Progress board of directors is soliciting for use at the annual meeting and at any adjournments or postponements of the annual meeting.
Time, Date, and Place
The annual meeting is scheduled to be held on [August 23], 2022 at 4:00 p.m., Central Daylight Time, in the Loretta Spencer auditorium at the Huntsville Museum of Art, 300 Church Street, Huntsville, Alabama 35801. The annual meeting will also be held virtually online at https://agm.issuerdirect.com/prog. Stockholders will be able to listen, vote and submit questions during the annual meeting via a live audiocast. Additional information about the online meeting is below under “How to Participate in the Progress Annual Meeting Virtually on the Internet”.
Matters to be Considered at the Meeting
At the annual meeting, Progress stockholders will be asked to consider and vote on:

a proposal to approve the merger agreement, which we refer to as the merger proposal;

a proposal to elect five Class II directors to serve a three-year term on the board of directors (or until the consummation of the merger);

a proposal of the Progress board of directors to adjourn or postpone the annual meeting, if necessary or appropriate, including to permit further solicitation of proxies if there are insufficient votes at the time of the annual meeting to approve the merger agreement, which we refer to as the adjournment proposal; and

any other matters as may properly be brought before the annual meeting or any adjournment or postponement of the annual meeting.
At this time, the Progress board of directors is unaware of any other matters that may be presented for action at the annual meeting. If any other matters are properly presented, however, and you have completed, signed and submitted your proxy, the person(s) named as proxy will have the authority to vote your shares in accordance with his judgment with respect to such matters. A copy of the merger agreement is included in this proxy statement/prospectus as Annex A, and we encourage you to read it carefully in its entirety.
Recommendation of the Progress Board of Directors
The Progress board of directors recommends that Progress stockholders vote “FOR” the merger proposal, “FOR” the election of five Class II director nominees, and “FOR” the adjournment proposal. See “The Merger — Progress’ Reasons for the Merger; Recommendation of Progress’ Board of Directors.”
Record Date and Quorum
[•], 2022 has been fixed as the record date for the determination of Progress stockholders entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. At the close of business on the record date, there were [•] shares of Progress common stock outstanding and entitled to vote at the annual meeting, held by approximately [•] holders of record. There is no established market for the Progress common stock.
A quorum is necessary to transact business at the annual meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Progress common stock entitled to vote at the meeting is necessary to constitute a quorum. Shares of Progress common stock represented at the annual meeting but not voted, including shares that a stockholder abstains from voting, will be counted for purposes of establishing a quorum. Once a share of Progress common stock is represented at the annual meeting, it
 
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will be counted for the purpose of determining a quorum not only at the annual meeting but also at any adjournment or postponement of the annual meeting. In the event that a quorum is not present at the annual meeting, it is expected that the annual meeting will be adjourned or postponed.
Required Vote
In order for the merger proposal to be approved, it must receive the affirmative vote of a majority of the outstanding shares of Progress common stock. If you vote to “ABSTAIN” with respect to the merger proposal or if you fail to vote on the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.
In order for the Class II directors to be elected, a director must receive the affirmative vote of a majority of the votes cast by the shares entitled to vote at the meeting. If you vote to “ABSTAIN” with respect to a director nominee or if you fail to vote on a director nominee, you will be deemed not to have cast a vote with respect to the proposal.
The adjournment proposal will be approved if the votes of Progress common stock cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. If you vote to “ABSTAIN” with respect to the adjournment proposal or if you fail to vote on the adjournment proposal, you will be deemed not to have cast a vote with respect to the proposal.
Each share of Progress common stock you own as of the record date for the annual meeting entitles you to one vote at the annual meeting on all matters properly presented at the meeting.
How to Participate in the Progress Annual Meeting Virtually on the Internet
All stockholders can attend and participate in the annual meeting virtually. To attend the meeting virtually on the internet, you will need to go to https://agm.issuerdirect.com/prog and register by entering your first and last name, your Control ID and email address in the spaces provided and click “Register”. Your Control ID and Request ID will be mailed to you separately to the address of record for you with Progress. A copy of this proxy statement/prospectus will also be available on this page. Once you have registered for the annual meeting on https://agm.issuerdirect.com/prog, you will be able to hear the meeting when it begins on [August 23], 2022 at 4:00 p.m., Central Daylight Time.
If you would like to submit a question during the annual meeting, you can submit a question using the “Question” section to type and submit your question.
If you want to vote your shares electronically during the annual meeting, you can click on “Vote my Shares” and follow the instructions below for voting online under “How can I vote my shares of Progress common stock”. If you have already submitted your proxy by mail or online, it is not necessary to vote again during the annual meeting unless you wish to change your vote.
How to Vote — Stockholders of Record
Voting by Mail
Your proxy card includes instructions on how to vote by mailing in the proxy card. If you choose to vote by mail, please mark each proxy card you receive, sign and date it, and promptly return it in the envelope enclosed with the proxy card. Please do not send in your stock certificates with your proxy card. If the merger is completed, then you will receive a separate letter of transmittal and instructions on how to surrender your Progress stock certificates for the merger consideration.
Voting Online
You may submit and grant a proxy to vote your shares online at https://www.iproxydirect.com/PROG. Each stockholder has been provided a personal Control ID and Request ID separately by mail. If you have not received your personal Control ID and Request ID, please contact Dabsey Maxwell at 201, Williams Avenue, Huntsville, Alabama 35801, or at (256) 319-3600.
 
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To complete and submit your proxy online, login and follow the instructions provided at https://www.iproxydirect.com/PROG and below:
1.
Go to https://www.iproxydirect.com/PROG to review the Proxy Materials and to make your selections.
2.
Once you are ready to begin, enter your personal Control ID and Request ID provided above and click “Login”.
3.
Verify Voter Information” is the next screen. Please verify your information and your legal right to vote your shares.
4.
Click “Confirm and Continue”.
5.
The next screen is “Vote Proxy”.
a.
For each item, select: “For”, “Against”, or “Abstain”.
b.
Click the “Submit” button.
6.
The next screen is “Confirm Vote”, where you review your proxy selections:
a.
To make changes, click the “Go Back” button under “Change Vote”.
b.
If everything is correct, type the name on your stock certificate in the signature field under “Sign and Place Vote”.
c.
Click the “Confirm and Place Vote” button to record your selections.
7.
After you select “Confirm and Place Vote,” a “Review Vote” screen will show your final selections.
Voting at the Annual Meeting.
You may also attend and vote at the annual meeting in person.
YOUR VOTE IS VERY IMPORTANT. PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING. STOCKHOLDERS WHO ATTEND THE ANNUAL MEETING MAY REVOKE THEIR PROXIES BY VOTING AT THE ANNUAL MEETING.
Voting of Proxies; Incomplete Proxies
If you sign and return your proxy card without instruction on how to vote your shares, your shares will be voted “FOR” the merger proposal, “FOR” each of the Class II director nominees, and “FOR” the adjournment proposal. At this time, the Progress board of directors is unaware of any other matters that may be presented for action at the annual meeting. If any other matters are properly presented, however, and you have returned your proxy, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters.
Revocation of Proxies
You can revoke your proxy at any time before your shares are voted. If you are a stockholder of record, then you can revoke your proxy by:

signing and returning another valid proxy card with a later date;

prior to the annual meeting, delivering a written notice of revocation to Dabsey Maxwell, Progress’ Chief Financial Officer and Chief Operations Officer, at the following address: Progress Financial Corporation, 201 Williams Avenue, Huntsville, Alabama 35801 Attention: Dabsey Maxwell; or

attending the annual meeting and voting in person during the meeting.
 
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If you submit a valid proxy bearing a later date or a notice of revocation, the new proxy or notice of revocation must be received before the beginning of the annual meeting. Participation in the annual meeting will not, in and of itself, constitute revocation of a proxy. If you hold your shares in street name with a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote. Your last vote will be the vote that is counted.
Shares Subject to Voting and Support Agreement; Shares Held by Directors and Executive Officers
As of the record date, directors and executive officers of Progress and their affiliates beneficially owned and were entitled to vote [•] shares of Progress common stock, representing approximately [•]% of the outstanding shares of Progress common stock entitled to vote on that date.
Each director has entered into a voting and support agreement with United, pursuant to which each such director has agreed, at any meeting of Progress stockholders, however called, or any adjournment or postponement thereof (and subject to certain exceptions), to:

vote (or cause to be voted) all shares of Progress common stock beneficially owned by such holder, or with respect to which such holder has the right to vote, in favor of the merger proposal and the adjournment proposal; and

vote (or cause to be voted) such holder’s shares against:

any competing transaction;

any action or proposal that would reasonably be expected to result in a material breach of the merger agreement; and

any action or proposal, including any amendment to Progress’ articles of incorporation or bylaws, that would reasonably be expected to prevent or materially impede the consummation of the merger.
Pursuant to the voting and support agreements, each director has agreed not to sell or otherwise transfer any shares of Progress common stock without the prior written consent of United.
For more information about the beneficial ownership of Progress common stock by each 5% or greater beneficial owner, each director and executive officer, and directors and executive officers as a group, see “Security Ownership of Certain Beneficial Owners and Management of Progress.”
Solicitation of Proxies
The proxy for the annual meeting is being solicited on behalf of the Progress board of directors. Progress will bear the entire cost of soliciting proxies from you. Progress will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Progress common stock. Proxies will be solicited principally by mail, but may also be solicited by the directors, officers, and other employees of Progress in person or by telephone, facsimile or other means of electronic communication. Directors, officers and employees will receive no compensation for these activities in addition to their regular compensation, but may be reimbursed for out-of-pocket expenses in connection with such solicitation.
Questions and Additional Information
If you have more questions about the merger or how to submit your proxy or vote, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, please contact Progress at:
Progress Financial Corporation
201 Williams Avenue
Huntsville, Alabama 35801
Telephone: (256) 319-3600
Attn: Dabsey Maxwell, Chief Financial Officer and Chief Operations Officer
 
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PROGRESS PROPOSALS
Proposal No. 1 — Merger Proposal
At the Progress annual meeting, the Progress stockholders will be asked to approve the merger agreement. Holders of Progress common stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.
After careful consideration, the Progress board of directors unanimously adopted the merger agreement, authorized and approved the merger and the transactions contemplated by the merger agreement and determined the merger agreement and the merger to be advisable and in the best interests of Progress and its stockholders. Please see “The Merger — Progress’ Reasons for the Merger; Recommendation of Progress’ Board of Directors” included elsewhere in this proxy statement/prospectus for a more detailed discussion of the Progress board of directors’ recommendation.
The Progress board of directors unanimously recommends that Progress stockholders vote “FOR” the merger proposal.
Proposal No. 2 — Election of Five Class II Directors
At the Progress annual meeting, the Progress stockholders will be asked to elect five Class II directors. Directors serve until their successors are elected and qualified.
Please note that if the merger with United is completed, all of Progress’ directors in office at the time of closing of the merger will resign, and the directors of United immediately prior to the merger will continue as directors of the surviving entity.
The Progress board of directors unanimously recommends that Progress stockholders vote “FOR” the election of the Class II Director nominees named below.
Progress’ bylaws set the minimum number of directors at five and the maximum number at twenty-five, with the exact number to be determined by resolution of the board of directors. There are currently fourteen members of the board. Progress’ directors serve staggered terms of three years, which terms correspond to the terms in place for Progress Bank’s directors. At the annual meeting, Progress stockholders will consider and vote upon the election of five Class II directors.
The Progress board of directors recommends the five persons listed below for election as Class II directors to serve until the 2025 annual meeting or until their respective successors have been elected and qualified. Each of these nominees currently serves as a director of Progress and Progress Bank.
The persons named in the proxy, unless a contrary direction is indicated on the proxy, intend to vote the shares appointing them as proxies in favor of the nominees named herein. If any of the nominees should be unable to serve, which the Progress board of directors does not anticipate will occur, the persons designated as proxies will cast votes for a substitute selected by the Progress board of directors, or the Progress board of directors may decide not to select an additional person as a director. Subsequent to the annual meeting, Progress, as the sole shareholder of Progress Bank, intends to re-elect each of the nominees listed below as directors of Progress Bank.
Information About the Nominees
The following provides certain biographical information about the individuals who have been nominated for election as Class II directors of Progress.
 
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Name
Age
Director
Class(1)
Date
Became a
Director
Positions Held with Progress
and/or Progress Bank
Principal Occupation and Business
Experience
Jim D. Caudle, Jr.
65
II
2008
Director; Chair of the Audit Committee Chairman and CEO of Carina Technology
Lee R. Hoekenschnieder
71
II
2008
Director; Huntsville Market President and General Banking Executive of Progress Bank Huntsville Market President and General Banking Executive of Progress Bank
Eric W. Janssen, MD
62
II
2008
Director Founding Partner and current Managing Partner of SportsMed Orthopedic Surgery & Spine Center
Kevin B. Kynerd
55
II
2017
Director President and CEO of Bradford Building Company, Inc.
Brad Sklar
60
II
2016
Director Attorney and board member of Dentons Sirote P.C.
(1)
Class II director term will expire in 2025.
Incumbent Directors
The following provides certain biographical information about Progress’ other directors that are currently serving terms on the board of directors.
Name
Age
Director
Class(1)
Date
Became a
Director
Positions Held with Progress
and/or Progress Bank
Principal Occupation and Business
Experience
Phillip W. “Trey”
Bentley, III
58
I
2008
Director Operator of Bentley Automotive Inc. – Bentley Buick GMC – Huntsville, Bentley Cadillac – Huntsville, Genesis of Huntsville, Bentley Hyundai – Huntsville, and Bentley Chevrolet – 
Florence; Owner of Colonial Printing and Packaging
Sheila B. Brown
62
I
2008
Director Founder and board member of QuantiTech, now Axient
Elam P. Holley, Jr.
71
III
2017
Director Retired; President and CEO of First Partners Bank until merged with Progress Bank in 2017
Bhavani Kakani
74
III
2008
Director; Board Secretary President of AshaKiran Foundation and AshaKiran, A Ray of Hope
 
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Name
Age
Director
Class(1)
Date
Became a
Director
Positions Held with Progress
and/or Progress Bank
Principal Occupation and Business
Experience
Charles R. (“Chip) McCallum, III
63
I
2017
Director Founding Member and Managing Partner of the law firm McCallum, Hoaglund and McCallum, LLP
David L. Nast
62
III
2008
Director; President and CEO President and CEO of Progress and Progress Bank
Doug Ruggles
59
I
2012
Director Co-owner and CEO of Martin, Inc., the parent company for Martin Industrial Supply, Martin Plant Services, Martin Fastening Solutions, Martin Safety Solutions, Townsend Door Hardware and Townsend Systems
Charles G. Vaughn
79
III
2008
Director; Chairman of the Board Retired
Larry C. Weaver
69
III
2008
Director; Vice Chairman of the Board Attorney and Member of Wilmer & Lee, P.A.
(1)
Class I director term expires in 2024 and Class III director term expires in 2023.
Non-Director Executive Officers
The following is a listing of our non-director executive officers:
Officer
Position
Dabsey Maxwell Chief Financial Officer / Chief Operations Officer
J.E.P. Buchanan Chief Credit Officer and Senior Lender
Information Regarding the Boards and Board Committees of Progress and Progress Bank
The board of directors of Progress and the board of directors of Progress Bank consist of the same fourteen individuals. The board of directors of Progress and Progress Bank conduct business through meetings of both the full board of directors and certain committees.
The board of directors currently has five committees: (i) the Loan Committee; (ii) the Audit and Risk Management Committee; (iii) the Asset/Liability and Investment Committee; (iv) the Human Resources and Corporate Governance Committee; and (v) the Information Technology Committee. Other than the Information Technology Committee, which is chaired by Dabsey Maxwell, each committee is chaired by a member of the board of directors and consists of two to five members with appropriate members of management and other employees also serving as advisory members as deemed appropriate. The committees meet as needed, but at least quarterly. Minutes from each committee meeting are presented to the entire board of directors at its next scheduled meeting. The duties and composition of the various committees are as follows:
Loan Committee.   The Loan Committee is responsible for examining and approving loans in compliance with Progress Bank’s lending and credit policies. The committee has the power to engage outside resources to serve as loan review and is expected to manage the loan portfolio including credit risk, credit pricing, loan loss reserves and concentrations. The committee is comprised of both directors and ex-officio members of bank management. David Nast chairs this committee, and its membership consists
 
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of Trey Bentley, Lee Hoekenschnieder, and Elam Holley, with J.E.P. Buchanan, Brad Hayes, Chuck Kramer, Andy Mann, Mike Rogers, Scott Seeley, Stuart Tubb, and Dewayne Youngblood serving as ex officio members.
Audit and Risk Management Committee.   The Audit and Risk Management Committee monitors bank management, financial statements, and internal and external audit reports and ensures staff compliance with board policies, laws and regulations. It has sole discretion in hiring an outside firm to conduct annual audits of Progress’ and Progress Bank’s financial condition, compliance with regulations and internal controls. Progress Bank’s external accounting firm reports directly to this committee. No bank management serves on this committee in any manner except that the head of Risk Management serves as a resource and liaison to the committee. The Audit and Risk Management Committee meets as often as necessary with external auditors to ensure risk is being managed and that the appropriate measures are in place to correct deficiencies. Jim Caudle, Jr. chairs this committee, and its membership consists of Bhavani Kakani, Chip McCallum, Doug Ruggles and Larry Weaver, with James Brown serving as an ex officio member.
Asset/Liability and Investment Committee.   This committee ensures compliance with the board’s investment policy and has the authority to approve investments for Progress Bank. The committee oversees Progress Bank’s interest rate and liquidity risk, maintains capital ratios, approves special loan and deposit programs and helps manage the bank’s net interest margin. This committee employs outside resources as necessary to help model the Asset and Liability positions of the bank. The ALCO committee includes Directors and ex-officio members of bank management. Lee Hoekenschnieder chairs this committee, and its membership consists of David Nast, Kevin Kynerd, and Charlie Vaughn, with Dabsey Maxwell, Stuart Bridges, J.E.P. Buchanan, Brad Hayes, Sean Johnson, Andy Mann, Beth Martin, Mike Rogers, Stuart Tubb, and Dewayne Youngblood serving as ex officio members.
Human Resources and Corporate Governance Committee (the “HR Committee”).   The HR Committee makes recommendations to the board and bank management with respect to human capital and personnel issues. The HR Committee is kept apprised of all actions regarding Progress Bank’s employee work force. The board-appointed Ethics Officer periodically reports to the HR Committee if there are certain ethics or personnel issues that need to be addressed outside the normal bank management chain of command. The HR committee monitors the costs of salary and benefits and gives guidance accordingly. It makes certain that compensation and benefits are competitive in the market place and allows the bank to attract and retain top quality associates. This committee recommends executive management compensation plans to the board annually based on the performance standards set forth in Progress Bank’s strategic plan.
The HR Committee’s role in corporate governance includes the following duties:

Exercise general oversight with regard to the governance of the board of directors

Review the qualifications of the board and recommend proposed nominees for election to the board

On an annual basis, review and recommend members of board committees to the board for approval

Review and make recommendations to the board regarding board compensation

Make recommendations to the board regarding its size and tenure of directors

Ensure that a management succession plan is in place
The HR Committee is comprised of outside directors only. Bank management may be called on to assist with the collection of data that aids in the committee’s decision-making process. Sheila Brown chairs this committee, and its membership consists of Eric Janssen, Kevin Kynerd, Brad Sklar, and Charlie Vaughn.
Information Technology Committee.   The Information Technology Committee is responsible for monitoring all aspects of Progress Bank’s technology with regard to systems, technology projects, cybersecurity and protection of bank and client confidential information. The committee periodically meets with IT and Operations personnel to ensure Progress Bank has the best technology it can afford to efficiently operate and give clients an exceptional experience at Progress. The committee approves major technology purchases as needed when recommended by bank management. The Information Technology Committee consists of directors and ex-officio members of Bank Management. Dabsey Maxwell chairs this committee, and its membership consists of Shelia Brown, David Nast, and Lee Hoekenschnieder, with James Brown,
 
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J.E.P. Buchanan, Tim Hoekenschnieder, Beth Martin, Randy Tidwell, and other selected Progress Bank personnel serving as ex officio members.
The Progress board of directors unanimously recommends that Progress stockholders vote “FOR” each of the Class II director nominees named above.
Proposal No. 3 — Adjournment Proposal
The Progress annual meeting may be adjourned to another time, if necessary or appropriate, to permit, among other things, further solicitation of proxies if necessary to obtain additional votes in favor of the merger proposal.
If, at the Progress annual meeting, the number of shares of Progress common stock present or represented and voting in favor of the merger proposal is insufficient to approve such proposal, Progress intends to move to adjourn the Progress annual meeting in order to solicit additional proxies for the approval of the merger agreement. Alabama law provides that the holders of a majority of the shares represented, and who would be entitled to vote at the annual meeting if a quorum were present, where a quorum is not present, may adjourn such meeting from time to time.
The Progress board of directors unanimously recommends that Progress stockholders vote “FOR” the adjournment proposal.
 
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INFORMATION ABOUT UNITED COMMUNITY BANKS, INC.
United Community Banks, Inc. is a bank holding company and a Georgia corporation headquartered in Blairsville, Georgia, and is the parent company of United Community Bank, a South Carolina state-chartered bank that opened in 1950. At March 31, 2022, United had total consolidated assets of approximately $24.4 billion, total consolidated deposits of approximately $21.1 billion, total consolidated loans of approximately $14.3 billion, and total consolidated shareholders’ equity of approximately $2.4 billion. United was incorporated in 1987 and began operations in 1988 in the state of Georgia by acquiring the capital stock of United Community Bank. United has since grown through a combination of acquisitions and strategic growth throughout the Georgia, South Carolina, North Carolina, Florida and Tennessee markets, as well as nationally through its United States Small Business Administration and United States Department of Agriculture lending and equipment finance businesses. As of March 31, 2022, United had 2,893 full-time equivalent employees.
United provides a wide array of commercial and consumer banking services, including checking, savings and time deposit accounts, secured and unsecured loans, mortgage loans, payment services, wire transfers, brokerage, investment advisory services, wealth management, investment, trust, and insurance services and other related financial services to its customers. United’s business model combines the commitment to exceptional customer service of a local bank with the products and expertise of a larger institution. United believes that this combination of service and expertise sets it apart and is instrumental in its strategy to build long-term relationships. United Community Bank operates as a locally-focused community bank, supplemented by experienced, centralized support to deliver products and services to its larger, more sophisticated, customers. United’s organizational structure reflects these strengths, with local leaders for each market and market advisory boards operating in partnership with the product experts of its Commercial Banking Solutions unit.
United’s revenue is primarily derived from interest on and fees received in connection with loans United makes and from interest and dividends on investment securities and short-term investments. The principal sources of funds for United’s lending activities are customer deposits, repayment of loans, and the sale and maturity of investment securities. United’s principal expenses are interest paid on deposits and other borrowings and operating and general administrative expenses.
United’s principal office is located at 125 Highway 515 East, Blairsville, Georgia 30512, and its telephone number at that location is (706) 781-2265. United’s stock is traded on the NASDAQ under the symbol “UCBI.” Additional information about United and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information.”
 
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INFORMATION ABOUT PROGRESS FINANCIAL CORPORATION
General
Progress is a bank holding company and an Alabama corporation headquartered in Huntsville, Alabama, and is the parent company of Progress Bank, an Alabama state-chartered bank that commenced operations in 2008. Progress Bank is a full-service commercial bank, providing a wide range of wealth management and business and consumer financial services in its target marketplaces. Progress Bank operates 13 full-service banking locations located throughout Alabama and the Florida panhandle coast. At March 31, 2022, Progress had total consolidated assets of approximately $1.9 billion, total consolidated deposits of approximately $1.7 billion, total consolidated loans of approximately $1.3 billion, and total consolidated stockholders’ equity of approximately $172.1 million. For additional financial information regarding Progress, see the financial statements of Progress attached as Annex D to this proxy statement/prospectus.
Progress Bank’s website is www.myprogressbank.com. The information on Progress Bank’s website is not part of this proxy statement/prospectus, and the reference to the Progress Bank website address does not constitute incorporation by reference of any information on that website into this proxy statement/prospectus.
Progress’ headquarters is located at 201 Williams Avenue, Huntsville, Alabama 35801, and its telephone number at that location is (256) 319-3600.
Business
Progress Bank engages in a general commercial banking business, with a primary focus on fulfilling the financial needs of the professional community, small- to mid-sized businesses and their owners, entrepreneurs, senior executives of large businesses and other consumers. Its primary market areas at this time are Madison, Morgan, Lauderdale, Jefferson, Shelby, Tuscaloosa, and Baldwin Counties in Alabama and Walton, Okaloosa, and Bay Counties in Florida. Progress has expanded Progress Bank’s operations into additional market areas in which Progress can identify attractive growth opportunities.
As a community bank, Progress Bank conducts a general commercial banking business and offers traditional banking services such as deposit, lending and investment services. In general, Progress Bank’s deposit products include checking accounts, money market deposit accounts and certificates of deposit, as well as long-term products such as IRA accounts. Like most other commercial banks, Progress Bank concentrates its lending activity on first and second mortgage loans secured by residential or commercial properties, as well as commercial loans and consumer loans.
Progress Bank has grown substantially since it commenced operations in 2008. Progress Bank attributes its successful growth to superior service quality, its focus on its target markets, and the involvement of its employees in the communities that they serve. As of March 31, 2022, Progress Bank had total consolidated assets of approximately $1.9 billion, total consolidated deposits of approximately $1.7 billion, and total consolidated net loans of approximately $1.3 billion.
Strategy
The strategy of Progress is to operate Progress Bank as a community bank focused on serving traditional commercial operating companies, company owners, professionals and other private banking and consumer clients. Progress Bank strives to maintain superior credit quality, to promote a strong and effective control environment, and to operate with a focus on regulatory compliance. Additionally, effective execution of Progress’ strategy requires a focus on maintaining a high level of service as a differentiator from its competitors. Progress Bank’s marketing efforts are primarily focused on calling efforts by bank officers rather than mass media marketing. Progress Bank’s officers are also encouraged to be active in their communities as a means of building additional awareness of Progress Bank. Officers are expected to capitalize on longstanding relationships built over their years in banking and to develop new relationships to grow Progress Bank.
 
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Employees
As of March 31, 2022, Progress Bank employed [•] full-time employees and [•] part-time employees. The employees are not represented by a collective bargaining unit. Progress Bank considers relations with employees to be good.
Properties
The main office of Progress Bank is located at 201 Williams Avenue, Huntsville, Alabama 35801. Progress operates 12 additional full-service banking offices located in Huntsville, Birmingham, Decatur, Madison, Florence, Tuscaloosa, Vestavia, and Daphne, Alabama and Destin, Inlet Beach, Panama City, and Santa Rosa Beach, Florida.
Legal Proceedings
Progress and Progress Bank are periodically parties to or otherwise involved in legal proceedings arising in the normal course of business, such as claims to enforce liens, claims involving the making and servicing of real property loans, and other issues incident to its business. Management does not believe that there is any pending or threatened proceeding against Progress or Progress Bank which, if determined adversely, would have a material adverse effect on Progress’ or Progress Bank’s financial position, liquidity, or results of operations.
Competition
Progress Bank encounters strong competition both in making loans and in attracting deposits. The deregulation of the banking industry and the widespread enactment of state laws which permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for commercial banking. In one or more aspects of its business, Progress Bank competes with other trust and wealth management institutions, commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Most of these competitors, some of which are affiliated with bank holding companies, have substantially greater resources and lending limits, and may offer certain services that Progress Bank does not currently provide. In addition, many of Progress Bank’s non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. Recent federal and state legislation has heightened the competitive environment in which financial institutions must conduct their business, and the potential for competition among financial institutions of all types has increased significantly. There is no assurance that increased competition from other financial institutions will not have an adverse effect on Progress Bank’s operations.
 
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THE MERGER
The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this proxy statement/prospectus and incorporated herein by reference. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement attached as Annex A, for a more complete understanding of the merger.
Terms of the Merger
Each of the United board of directors and the Progress board of directors has unanimously approved the merger agreement. Under the merger agreement, Progress will merge with and into United, with United continuing as the surviving corporation, in a transaction we refer to as the merger. Immediately following the completion of the merger, Progress Bank will merge with and into United Community Bank, with United Community Bank continuing as the surviving bank.
If the merger is completed, Progress stockholders will receive 0.770 shares of United common stock for each share of Progress common stock (except for treasury stock or shares owned by Progress or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by stockholders who properly exercise dissenters’ rights) they hold immediately prior to the merger, plus cash in lieu of fractional shares. As a result of the foregoing, based on the number of shares of United common stock and Progress common stock outstanding as of May 3, 2022, the last trading day before public announcement of the merger, it is expected that United shareholders will hold approximately 92.6%, and Progress stockholders will hold approximately 7.4%, of the shares of the combined company outstanding immediately after the effective time of the merger, which we refer to as the effective time.
Progress stockholders are being asked to approve the merger agreement. See “The Merger Agreement” for additional and more detailed information regarding the legal documents that govern the merger, including information about conditions to the completion of the merger and provisions for terminating or amending the merger agreement. United shareholders are not entitled to voting rights in connection with the merger.
Background of the Merger
Progress’ and United’s boards of directors and senior management teams regularly review and assess their respective business prospects, strategies and objectives, all with the goal of enhancing long-term value for their respective shareholders. For each company, this review and assessment has included the consideration of various strategic alternatives, such as growth strategies, both organic and through acquisitions, raising capital and capital planning, potential earnings improvement through revenue increases, expense reductions and strategic mergers, and credit quality. Each of the Progress and United boards of directors also regularly reviews the state of the banking industry generally and more specifically in the Southeastern United States, including Alabama, in particular. This review includes the economic, interest rate and regulatory environment, the competitive landscape for community banks within their respective geographic footprints, public trading prices of bank stocks, and bank merger and acquisition activity and valuations.
Specifically, the Progress board of directors from time to time has held discussions regarding the stockholder value benefits that might be achieved if Progress were to become a larger institution through a merger with a larger financial institution. The Progress board of directors has maintained a list of healthy potential acquisition targets and potential upstream partners for many years. The list of banks has changed over time, but Progress has maintained cordial relationships with management at the institutions and openly discussed strategic alternatives. United was always among the upstream partners that Progress admired and watched closely. Additionally, the Progress board of directors and David Nast, Progress’ Chief Executive Officer, maintained a specific list of attributes that a desirable partner would possess. United met the requirements and standards that Progress deemed important and the two banks continued working toward a possible combination.
In September 2021, David Nast, the Chief Executive Officer of Progress and Progress Bank, and Lynn Harton, the Chief Executive Officer of United and United Community Bank, began to informally talk about the general state of the banking industry and trends in the Southeastern United States. Over time, the two
 
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chief executive officers began to consider the possibility of a business combination of Progress and United. The two banks share a lot in common in terms of commitment to service quality, similar lines of business and common management philosophy. Since United did not operate in Alabama or the Florida Panhandle, there was clearly a strategic geographic fit for both organizations as well. Mr. Nast and Mr. Harton quickly developed a strong relationship and determined the two banks would be able to serve clients better and provide shareholders an opportunity for a good return if the two institutions combined their talented teams of bankers. Mr. Nast and Mr. Harton discussed United’s strategy and how Progress fit into United’s strategic plan. In December 2021, Progress’ board and management began discussing the possibility of a transaction with United.
Progress has worked with Stephens for many years regarding strategic plans, growth of Progress Bank, and the possibility of a long-term partnership with a larger institution. Once the discussions between Mr. Nast and Mr. Harton turned to a possibility of the two banks combining, Progress began talks with Stephens about the economic value of such a transaction. Oral negotiations continued between Progress and United, with each institution aided by its financial advisor.
On February 4, 2022, Progress and United entered into a Mutual Non-Disclosure Agreement and the parties formally began discussing the possibility of a merger transaction. On February 8, 2022 Progress provided United with initial due diligence information.
On March 9, 2022, United submitted an initial non-binding letter of intent and after discussions with Progress and its financial advisor submitted a revised letter of intent on March 11, 2022. Progress’ board met on March 13, 2022 to consider the proposal. After due discussion, the board approved entering into the non-binding letter of intent with United. Shortly thereafter, Mr. Nast contacted Progress’ outside counsel at Maynard, Cooper & Gale P.C. (“Maynard Cooper”), who helped form Progress Bank in 2007 and has represented it since that time, to represent Progress in the transaction.
On March, 17, 2022, Progress formally engaged Stephens to act as financial advisor to Progress in connection with the proposed merger of Progress with and into United. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, to the common stockholders of Progress (solely in their capacity as such) of the consideration to be received in connection with the proposed merger. Progress engaged Stephens because, among other factors, Progress had an ongoing relationship with Stephens and Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions.
On April 1, 2022, United provided Progress the initial draft of the merger agreement. Negotiation of the merger agreement and due diligence continued throughout April. In April 2022, Mr. Nast and United began negotiating the terms of an employment agreement between United and Mr. Nast, and Ms. Maxwell and United began negotiating the terms of a noncompete agreement between United and Ms. Maxwell.
During March and April 2022, Progress and its financial advisors and legal counsel conducted reverse due diligence on United on certain information provided by United or available about United. In addition, Progress and its financial advisors and legal counsel conducted a reverse due diligence call with representatives from United on April 25, 2022.
On April 28, 2022 the Progress board of directors received a copy of the definitive proposed merger agreement and materials provided by Stephens for review.
On May 3, 2022, the Progress board of directors held a meeting to consider the proposed merger agreement and the proposed merger. This meeting was attended by certain members of senior management and representatives from Stephens and from Maynard Cooper. At this meeting, Mr. Nast and the representative from Maynard Cooper reviewed the terms of the merger agreement and the ancillary agreements, including the terms of the voting agreements and certain information regarding the proposed merger and bank merger, as well as the employment agreement to be entered into by Mr. Nast with United, the noncompete agreement between Ms. Maxwell and United and the termination, release and settlement agreements to be entered into by certain employees who have employment agreements with Progress. Representatives of Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Progress board of directors dated May 3, 2022, that, as of such date, the consideration to be received by the common stockholders
 
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of Progress (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion. After considering the proposed terms of the merger and fairness opinion delivered by Stephens, the Progress board of directors determined that the merger, merger agreement, the transactions contemplated by the merger agreement and the ancillary documents were in the best interests of Progress and its stockholders and resolved to adopt and approve the merger and the execution of the merger agreement and to recommend the approval of the merger and merger agreement to Progress’ stockholders.
Also, on May 3, 2022, the board of directors of Progress Bank adopted and approved the execution and delivery of the bank merger agreement and recommended the approval of the bank merger agreement to its sole stockholder, Progress.
During the period from April 28, 2022 through May 3, 2022, United’s board of directors received and reviewed the merger agreement, a summary of the terms of the merger agreement prepared by its outside legal counsel, Nelson Mullins Riley & Scarborough LLP, and financial analysis of the merger prepared by Piper Sandler & Co. (“Piper Sandler”), United’s financial advisor. At a meeting held on May 3, 2022, the United board of directors unanimously approved the merger agreement and the merger.
On May 3, 2022, Progress and United executed the merger agreement. On May 4, the parties issued a joint press release announcing the execution of the merger agreement.
United’s Reasons for the Merger
In reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, the United board of directors consulted with United’s management and considered a number of factors, including the following material factors, which are not presented in order of priority:

its understanding of the current and prospective environment in which United and Progress operate, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates, the competitive environment for financial institutions generally, and the likely effect of these factors on United both with and without the proposed transaction;

each of United’s, Progress’, and the combined company’s business, operations, financial condition, asset quality, earnings, and prospects. In reviewing these factors, the United board of directors considered its view that Progress’ financial condition and asset quality were sound, that Progress’ business and operations complemented those of United, and that the merger would result in a combined company with a larger market presence and more diversified business mix as well as an attractive funding base, including through core deposit funding, and stronger asset quality. The United board of directors further considered that Progress’ earnings and prospects, and synergies potentially available in the proposed transaction, created an opportunity for the combined company to have superior future earnings and prospects compared to Progress’ earnings and prospects on a stand-alone basis. In particular, the United board of directors considered the following:

its belief that the merger will combine two strong and growing banking institutions to create a leading regional banking franchise with an enhanced commercial lending expertise and complementary product sets, bolstering United’s lending presence with full-service banking in highly attractive Alabama and Florida markets;

the potential for bringing together seasoned bank operators built on a common vision with similar values, with talented, motivated workforces and compatible corporate cultures;

the similarity of the businesses, balance sheets and management teams;

the expanded possibilities, including organic growth and future acquisitions, that would be available to the combined company given its larger size, asset base, capital, and footprint;

its review and discussions with United’s management and advisors concerning United’s due diligence examination of Progress’ business;
 
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the anticipated positive impact of the merger on the combined company’s capital position, including regulatory capital levels, and the combined company’s potential ability to generate substantial internal capital to support future growth;

United’s successful track record of creating shareholder value through prior acquisitions, including its proven experience in successfully integrating acquired businesses and retaining key personnel, and United management’s belief that United will be able to integrate Progress with United successfully;

the financial analyses presented to the United board of directors by Piper Sandler; and

its review of the terms of the merger agreement, including mutual deal protection and termination fee provisions.
The United board of directors also considered potential risks relating to the merger but concluded that the anticipated benefits of the merger were likely to substantially outweigh these risks. These potential risks included:

the possibility of encountering difficulties in achieving anticipated cost savings in the amounts estimated or in the time frame contemplated;

the possible challenges of entering new markets that United does not presently occupy;

the possibility of encountering difficulties in successfully integrating Progress’ business, operations, and workforce with those of United;

the transaction-related costs, including the payments and other benefits to be received by Progress management in connection with the merger pursuant to existing Progress plans and compensation arrangements and the merger agreement;

diversion of management attention and resources from the operation of United’s business towards the completion of the merger; and

the regulatory and other approvals required in connection with the merger and the risk that such regulatory approvals will not be received in a timely manner or may impose unacceptable conditions.
The foregoing discussion of the information and factors considered by the United board of directors is not intended to be exhaustive, but includes the material factors considered by the United board of directors. In reaching its decision to adopt the merger agreement, and to approve the merger and the other transactions contemplated by the merger agreement, the United board of directors did not quantify or assign any relative weights to the factors considered. The United board of directors considered all these factors as a whole and overall considered the factors to be favorable to, and to support, its determination. In addition, individual directors may have given different weights to different information and factors. The explanation of United’s reasons for the merger includes statements that are forward-looking in nature and, therefore, should be read in light of the factors discussed above under “Cautionary Statement Regarding Forward-Looking Statements.”
Progress’ Reasons for the Merger; Recommendation of Progress’ Board of Directors
In evaluating the merger agreement, the board of directors of Progress evaluated the merger and the merger agreement in consultation with Progress’ senior management and outside financial and legal advisors in addition to relying on the board of directors’ actual acknowledge of United. The board of directors considered the future prospects of Progress as an independent company and its strategic alternatives as well as the future prospects of United. After careful consideration, the Progress board of directors determined that the merger agreement and the transaction contemplated by the merger agreement is advisable and in the best interests of Progress and its stockholders.
In reaching its decision to adopt the merger agreement and approve the merger and the other transactions contemplated by the merger agreement, the Progress board of directors consulted with Progress’ management and considered a number of factors, including but not limited to the following material factors, which are not presented in order of priority:
 
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Progress’ goal to find a larger partner with a similar culture and commitment to customers;

Progress’ long-term succession planning for management;

the complementary nature of the cultures of the Progress and United, which management believes should facilitate integration and implementation of the merger;

the alternatives to the merger, including remaining an independent institution, and the business prospects of Progress under such alternatives;

the competitive and regulatory environment for financial institutions generally;

the form and the amount of the merger consideration, including the ability of Progress stockholders to participate in the future performance of the surviving company;

the liquidity in the trading market for United common stock due to the listing of United’s shares on NASDAQ compared to the illiquid market for Progress common stock;

the historical performance of United’s common stock;

the financial analysis and fairness opinion of Stephens to the Progress board of directors, which concluded that based upon and subject to the factors and assumptions set forth in the opinion (attached as Annex B to this proxy statement/prospectus), the merger consideration with respect to shares of Progress common stock was fair from a financial point of view to such stockholders

the financial and other terms of the merger agreement, including the deal protection provisions;

United’s history of successful acquisitions and long-term growth prospects;

the fact that some of Progress’ directors and executive officers have interests in the merger that are in addition to the interests of Progress stockholders generally, including United’s agreement to indemnify Progress directors and officers against certain claims and liabilities and certain compensation arrangements for executive officers, and the treatment of outstanding Progress stock options and restricted stock;

the effect of the merger on Progress’ officers and employees, including the prospects for continued employment and severance and other benefits that United has agreed to provide to Progress employees;

the expectation that the merger will be treated as a “reorganization” for U.S. federal income tax purposes;

the likelihood that the regulatory approvals required in connection with the merger will be obtained; and

the ability of the parties to consummate the merger.
The Progress board of directors also considered the potential risks and negative factors relating to the merger, including but not limited to the following:

the fixed exchange ratio such that if the market price of United stock decreases in value prior to completion of the merger, the aggregate value of the merger consideration to be received by Progress’ stockholders in the merger will also decrease in value;

the merger agreement requires Progress to pay a termination fee of $10 million if it later chooses to pursue a superior merger proposal or if the merger agreement is terminated under certain circumstances;

the risk that the merger may not be consummated or that the closing is unduly delayed, including as a result of factors outside either party’s control;

except under certain circumstances, Progress cannot solicit competing acquisition proposals under the terms of the merger agreement;

the merger agreement includes certain restrictions on the conduct of Progress’ business prior to the completion of the merger, which could delay or prevent Progress from undertaking business opportunities that may arise pending the completion of the merger;
 
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the potential diversion of management’s attention and resources from the day-to-day operations of Progress’ business and towards the completion of the merger;

the possibility of employee attrition or adverse effects on client and business relationship as a result of the announcement and pendency of the merger; and

the risk of incurring substantial expenses related to the merger.
The foregoing discussion of factors considered by the Progress board of directors is not intended to be exhaustive, but includes the material factors considered by the Progress board of directors. In reaching its decision to adopt and approve the merger agreement, the merger and the transactions contemplated by the merger agreement, the Progress board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Progress board of directors considered all of these factors as a whole, including discussion with and questioning of Progress’ management, financial advisors and legal advisors.
In considering the recommendation of the Progress board of directors, you should be aware that certain directors and officers of Progress may have interests in the merger that are different from, or in addition to, the interests of the Progress stockholders generally and may create potential conflicts of interests. The Progress board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger, and the other transactions contemplated by the merger agreement, and in recommending to the Progress stockholders that they vote in favor of the proposal to approve the merger agreement. See “Interests of Progress’ Directors and Executive Officers in the Merger”.
For the reasons set forth above, the Progress board of directors has adopted and approved the merger agreement and the transactions contemplated thereby and recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal.
Each of the directors of Progress has entered into a voting and support agreement with United, pursuant to which they have agreed to vote in favor of the merger proposal and the other proposals to be voted on at the Progress annual meeting, subject to the terms of the voting and support agreements. The voting and support agreements are discussed in more detail in the section entitled “Information About the Progress Annual Meeting — Shares Subject to Voting and Support Agreements; Shares Held by Directors and Executive Officers.”
Certain Unaudited Prospective Financial Information
United and Progress do not, as a matter of course, publicly disclose forecasts or internal projections as to future performance, revenues, earnings, financial condition or other results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates.
In connection with the merger, however, United and Progress are including in this proxy statement/prospectus certain unaudited prospective financial information for United and Progress that was made available as described below. We refer to this information collectively as the “prospective financial information.” A summary of certain significant elements of this information is included in this proxy statement/prospectus solely for the purpose of providing holders of Progress common stock access to certain information made available to United and Progress and their respective boards of directors and Progress’ financial advisor.
Neither United nor Progress endorses the prospective financial information as necessarily predictive of actual future results. Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions with respect to, among other things, economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industries in which United and Progress operate and the risks and uncertainties described under “Risk Factors” beginning on page [•], “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [•] and in the reports that United files with the SEC from time to time, all of which are difficult to predict and many of which are outside the control of United and Progress and will
 
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be beyond the control of the combined company following completion of the merger. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of United or Progress could or might have taken during these time periods. In addition, since the prospective financial information covers multiple years, such information by its nature becomes subject to greater uncertainty with each successive year. The inclusion of this prospective financial information should not be regarded as an indication that any of United, Progress, their respective affiliates, officers, directors, advisors or other representatives considered, or now considers, this prospective financial information to be material information to any stockholder, particularly in light of the inherent risks and uncertainties associated with such prospective financial information, or that it should be construed as financial guidance, and it should not be relied on as such.
The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date it was prepared, including the transactions contemplated by the merger agreement or the possible financial and other effects on United or Progress of the merger, or the recent instability and volatility of the global financial markets and does not attempt to predict or suggest actual future results of the combined company or give effect to the merger, including the effect of negotiating or executing the merger agreement, the costs that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the combined company as a result of the merger (except as expressly set forth below under “— Pro Forma Assumptions — Estimated Costs Savings and Expenses Resulting or Derived from the Merger and Purchase Accounting Adjustments”), the effect on United or Progress of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the prospective financial information does not take into account the effect of any possible failure of the merger to occur. No assurances can be given that if the prospective financial information had been prepared as of the date of this proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which the combined company would operate after the merger.
The prospective financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, United’s management. PricewaterhouseCoopers LLP (United’s independent registered public accounting firm) and Mauldin & Jenkins, LLC (Progress’ independent registered public accounting firm) have not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP and Mauldin & Jenkins LLP do not express an opinion or ay other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference relates to United’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.
Progress Prospective Financial Information
The following prospective financial information was approved by Progress for use by Stephens in connection with Stephens performing its financial analyses with respect to Progress on a stand-alone basis: (i) estimated net income for Progress provided by senior management of Progress for the years ended December 31, 2022 through December 31, 2024 of $19.6 million, $24.6 million and $32.3 million, respectively, and (ii) estimated dividends per share for Progress provided by senior management of Progress for the years ended December 31, 2022 through December 31, 2024 of $0.25, $0.26, and $0.27, respectively.
United Prospective Financial Information
The following prospective financial information was approved by United for use by Stephens in connection with Stephens performing its financial analyses with respect to United on a stand-alone basis:
 
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(i) publicly available mean analyst earnings per share estimates for United for the years ending December 31, 2022 and December 31, 2023 of $2.57 and $3.25, respectively, (ii) estimated long-term annual earnings per share growth rate for the years ending December 31, 2024 and December 31, 2025, and (iii) estimated dividends per share for United for the years ending December 31, 2021 through December 31, 2025, as provided by the senior management of United.
Pro Forma Assumptions — Estimated Costs Savings and Expenses Resulting or Derived from the Merger and Purchase Accounting Adjustments
For purposes of the pro forma transaction analysis performed by Stephens, senior management of United provided to Stephens certain additional prospective financial information including: (i) estimated net income for Progress for the years ended December 31, 2022, December 31, 2023, December 31, 2024 and December 31, 2025 of $18.3 million, $23.9 million, $26.0 million and $28.3 million, respectively, (ii) an estimate of $25.9 million of pre-tax transaction expenses, (iii) an estimate of $29.6 million of credit and fair value marks on gross loans, and (iv) an estimate of 25% of non-interest expense pre-tax cost savings (synergies) expected to result or be derived from the merger.
General
The stand-alone prospective financial information for United and Progress was prepared separately and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed and is not intended to represent forecasted financial information for the combined company if the merger is completed.
By including in this proxy statement/prospectus a summary of the prospective financial information, neither United nor Progress nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of United or Progress compared to the information contained in the prospective financial information. Neither United, Progress, nor, after completion of the merger, the combined company, undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions. None of United, Progress or their respective advisors or other representatives has made, makes or is authorized in the future to make any representation to any stockholder of Progress or other person regarding United’s or Progress’ ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. The prospective financial information included above is provided because it was made available to and considered by United, Progress and their respective boards of directors and advisors in connection with the merger.
In light of the foregoing, and considering that the Progress annual meeting will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, you are cautioned not to place unwarranted reliance on such information, and are urged to review United’s most recent SEC filings for a description of its reported financial results and the financial statements of United incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information.” The prospective financial information summarized in this section is not included in this proxy statement/prospectus in order to induce any stockholder of Progress to vote in favor of the merger proposal or the adjournment proposal to be voted on at the Progress annual meeting.
Opinion of Progress’ Financial Advisor
On March, 17, 2022, Progress engaged Stephens to act as financial advisor to Progress in connection with the proposed merger of Progress with and into United. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, to the common stockholders of Progress (solely in their capacity as such) of the consideration to be received in connection with the proposed merger. Progress engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking
 
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business, Stephens is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.
As part of Stephens’ engagement, representatives of Stephens participated in a meeting of the Progress board of directors held on May 3, 2022, in which the Progress board of directors considered and approved the proposed merger. At this meeting, Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Progress board of directors dated May 3, 2022, that, as of such date, the consideration to be received by the common stockholders of Progress (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.
The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex B to this proxy statement/prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such written Opinion Letter. Investors are urged to read the entire Opinion Letter carefully in connection with their consideration of the proposed merger. Progress did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.
Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to the Progress board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the proposed merger. The opinion only addresses whether the consideration to be received by the common stockholders of Progress (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view as of the date of the opinion. The opinion does not address the underlying business decision of Progress to engage in the proposed merger or any other term or aspect of the merger agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to the Progress board of directors or any of Progress’ stockholders as to how such person should vote or otherwise act with respect to the proposed merger or any other matter. Progress and United determined the merger consideration through a negotiation process.
In connection with developing its opinion Stephens:

reviewed certain publicly available financial statements and reports regarding Progress and United;

reviewed certain audited financial statements regarding Progress and United;

reviewed certain internal financial statements, management reports and other financial and operating data concerning Progress and United prepared by management of Progress and United, respectively;

reviewed, on a pro forma basis, in reliance upon financial projections and other information and assumptions concerning Progress and United provided by the management teams of Progress and United, respectively, the effect of the proposed merger on the balance sheet, capitalization ratios, earnings and tangible book value both in the aggregate and, where applicable, on a per share basis of United;

reviewed the reported prices and trading activity for the common stock of United;

compared the financial performance of Progress and United with that of certain other publicly-traded companies and their securities that Stephens deemed relevant to Stephens’ analysis of the proposed merger;

reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that Stephens deemed relevant to Stephens’ analysis of the proposed merger;

reviewed the most recent draft of the merger agreement and related documents provided to Stephens by Progress;

discussed with management of Progress and United the operations of and future business prospects for Progress and United and the anticipated financial consequences of the proposed merger to Progress and United;
 
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assisted in Progress’ deliberations regarding the material terms of the proposed merger and Progress’ negotiations with United; and

performed such other analyses and provided such other services as Stephens deemed appropriate.
Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by Progress and United and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and the opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. The management of Progress assured Stephens that it was not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Progress or of United, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of Progress or of United under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of Progress or United. Stephens did not receive or review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for loan and lease losses of Progress or United. Stephens did not make an independent analysis of the effects of the COVID-19 pandemic or related market developments or disruptions, or of any other disaster or adversity, on the business or prospects of Progress or United. With respect to the financial forecasts prepared by Progress and United, including the forecasts of potential cost savings and potential synergies, Stephens assumed that such financial forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of the managements of Progress and United as to the future financial performance of Progress and United and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such financial forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such forecasts, and Stephens expressed no opinion as to the reliability of such financial projections and estimates or the assumptions upon which they were based.
Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of Progress and its other advisors with respect to such matters. Stephens assumed, with Progress’ consent, that the proposed merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for Progress or its stockholders and that any reviews of legal, accounting, regulatory, or tax issues conducted as a result of the proposed merger will be resolved favorably to Progress and its stockholders. Stephens did not express any opinion as to any tax or other consequences that might result from the proposed merger.
Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion and on the information made available to Stephens as of the date of the opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of April 29, 2022. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that the current volatility and disruption in the credit and financial markets relating to, among other things, the COVID-19 pandemic and the invasion of Ukraine, may or may not have an effect on Progress or United, and Stephens did not express an opinion as to the effects of such volatility or such disruption on the proposed merger or any party to the proposed merger. Stephens further expressed no opinion as to the prices at which shares of Progress’ or United’s common stock may trade at any time subsequent to the announcement of the proposed merger.
In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

the proposed merger and any related transactions will be consummated on the terms of the latest draft of the merger agreement provided to Stephens, without material waiver or modification;

the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;
 
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each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

all conditions to the completion of the proposed merger will be satisfied within the time frames contemplated by the merger agreement without any waivers;

that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the proposed merger and any related transactions, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the proposed merger to the common stockholders of Progress;

there has been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of Progress or United since the date of the most recent financial statements made available to Stephens, and that no legal, political, economic, regulatory or other development has occurred that will adversely impact Progress or United; and

the proposed merger will be consummated in a manner that complies with applicable law and regulations.
Stephens’ opinion was limited to whether the consideration to be received by the common stockholders of Progress (solely in their capacity as such) in the proposed merger was fair to them from a financial point of view as of the date of the opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the proposed merger or any aspect of the proposed merger, other than the fairness, from a financial point of view, of the consideration to be received in the proposed merger by the common stockholders of Progress (solely in their capacity as such). The opinion did not address the merits of the underlying decision by Progress to engage in the proposed merger, the merits of the proposed merger as compared to other alternatives potentially available to Progress or the relative effects of any alternative transaction in which Progress might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the proposed merger, including with respect to how to vote or act with respect to the proposed merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of Progress’ officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other stockholders of Progress or otherwise.
The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with its opinion. Stephens performed certain procedures, including each of the financial analyses described below, and reviewed with Progress’ executive management and board of directors the assumptions upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens within this regard, it does set forth those considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.
 
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Summary of Proposed Merger
Pursuant to the merger agreement, and subject to the terms, conditions and limitations set forth therein, and for purposes of its opinion, Stephens understood that, subject to potential adjustments as described in the merger agreement, each outstanding share of Progress common stock will be converted into the right to receive 0.770 shares of United common stock. Based upon the unaudited financial information of Progress as of and for the twelve months ended March 31, 2022, and market data as of April 29, 2022, Stephens calculated the following transaction multiples:
Transaction Value / Reported Tangible Book Value:
1.69x
Transaction Value / Last Twelve Months (“LTM”) Earnings:
13.6x
Core Deposit Premium:
7.4%
Note: The last twelve months earnings of Progress is based on the most recent available financial statements prior to announcement.
Contribution Analysis — Progress Financial Corporation
Stephens compared certain historical and projected financial information for Progress and United relative to the implied exchange ratio. Based on its analysis, Stephens calculated Progress’ average contribution to the proposed merger as 7.6% for an implied exchange ratio of 0.7141x and Progress’ median contribution to the proposed merger as 7.6% for an implied exchange ratio of 0.7187x. This compares to the overall implied exchange ratio of 0.7700x, which equates to a hypothetical pro forma ownership of approximately 7.7% for Progress stockholders. The analysis is illustrated below.
Contribution ($M)
Contribution (%)
Implied
Exchange
Ratio
UCBI
Progress
Pro
Forma
UCBI
Progress
Balance Sheet
Total Assets
24,374.2 1.860.2 26,234.4 92.9 7.1 0.6636x
Loans HFI
14,316.2 1,276.3 15,592.5 91.8 8.2 0.7751x
Deposits
21,056.2 1,665.1 22721.3 92.7 7.3 0.6876x
Tangible Common Equity
1,814.3 158.8 1,973.1 92.0 8.0 0.7611x
Average
92.3 7.7 0.7218x
Profitability
FY2021 Core PTPP
324.1 26.8 350.9 92.4 7.6 0.7187x
FY2021 Core Net Income
284.0 20.3 304.2 93.3 6.7 0.6207x
FY 2022E Net Income
274.3 19.6 293.9 93.3 6.7 0.6212x
FY 2023E Net Income
347.1 24.6 371.8 93.4 6.6 0.6166x
FY 2024E Net Income
352.4 32.3 384.7 91.6 8.4 0.7963x
Average
92.8 7.2 0.6747x
Mean 92.4 7.6 0.7141x
Median 92.4 7.6 0.7187x
Project Artemis
92.3 7.7 0.7700x
Relevant Public Companies Analysis — Progress Financial Corporation
Stephens compared the financial condition, operating statistics and market valuation of Progress to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to those of Progress; however, no selected company below was identical or directly comparable to Progress. A complete analysis involves complex considerations and qualitative judgments
 
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concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.
Stephens selected the following public companies based on the criteria set forth below:
Southeastern (domiciled in AL, AR, FL, GA, KY, LA, MS, NC, SC, TN, TX and VA) banks with total assets between $1.0 billion and $3.0 billion as of December 31, 2021 (total assets as of March 31, 2022, noted parenthetically below):

Southern First Bancshares, Inc. ($3.1 billion)

Third Coast Bancshares ($3.0 billion)

First Guaranty Bancshares, Inc. ($2.9 billion)

Colony Bankcorp, Inc. ($2.7 billion)

Professional Holding Corp. ($2.7 billion)

FVCBankcorp, Inc. ($2.1 billion)

USCB Financial Holdings, Inc. ($2.0 billion)

Southern States Bancshares, Inc. ($1.8 billion)

MainStreet Bancshares, Inc. ($1.8 billion)

National Bankshares, Inc. ($1.7 billion)

First Community Corporation ($1.7 billion)

Limestone Bancorp, Inc. ($1.4 billion)
To perform this analysis, Stephens reviewed publicly available financial information as of and for the twelve month period ended March 31, 2022, or the most recently reported period available, and the market trading multiples of the selected public companies based on April 29, 2022 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:
Progress Financial
Corporation
25th
Percentile
Median
75th
Percentile
Total Assets
$ 1,860 $ 1,752 $ 2,029 $ 2,743
TCE/TA
8.3% 7.2% 8.8% 9.3%
Loans / Deposits
76.3% 68.1% 84.1% 89.2%
NPA/Assets
0.19% 0.16% 0.26% 0.40%
LTM PTPP / Avg Assets
1.53% 1.24% 1.47% 1.55%
LTM Core ROAA(1)
1.19% 1.00% 1.08% 1.22%
LTM Core ROAE(1)
11.9% 10.3% 11.5% 12.0%
2022 Estimated ROAA
1.03% 0.96% 1.06% 1.16%
2023 Estimated ROAA
1.14% 1.01% 1.17% 1.22%
Market Cap
$ 198.1 $ 261.2 $ 302.3
Price / Tangible Book Value
132.5% 136.3% 145.6%
Price / 2022 Estimated EPS
10.3x 10.7x 12.7x
Price / 2023 Estimated EPS
8.9x 9.5x 10.5x
Dividend Yield
1.3% 2.5% 2.7%
Stock Performance Since 1/1/2021
20.3% 28.7% 46.1%
 
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Source:   S&P Global Market Intelligence, FactSet, Company Documents.
Note:   Dollars in millions. LTM=Last Twelve Months.
(1)
Core Income is Net Income after taxes and before extraordinary items, less net income attributable to non-controlling interest, gain on the sale of held to maturity and available for sale securities, amortization of intangibles, goodwill and nonrecurring items.
Discounted Cash Flow Analysis — Progress Financial Corporation
Stephens performed a discounted cash flow analysis using projections developed by Progress’ executive management. Stephens calculated a range of implied per share equity values for Progress based upon the discounted net present value of the projected after-tax free cash flows for the projected period (January 2022 through December 2026) and a terminal value at year-end 2026 based on a multiple of net income. Stephens determined the amount of discounted cash flow assuming (i) a terminal price to earnings multiple of 11.5x, (ii) 9.18% cost of equity discount rate and (iii) maintenance of a 9% tangible common equity to tangible assets ratio. To calculate an implied per share equity value range, Stephens considered discount rates from 7.68% to 10.68% and terminal earnings multiple range of 10.0x to 13.0x. Based on this analysis, Stephens derived a range for the implied equity value of Progress from $19.03 per share to $27.90 per share.
The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Progress. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.
Relevant Nationwide Transactions Analysis — Progress Financial Corporation
Stephens reviewed certain publicly available transaction multiples and related financial data for transactions nationwide announced since April 1, 2020, where (i) the deal value was publicly disclosed, (ii) the target’s assets were between $1.0 billion and $2.5 billion and (iii) the target’s LTM ROAA was greater than 0.75% (excluding any Merger of Equals (as defined by S&P Global Market Intelligence)). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, were reasonably similar to those of Progress; however, no selected company or transaction below was identical or directly comparable to Progress or the proposed merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

National Bank Holdings Corp. | Bancshares of Jackson Hole Inc. (4/1/2022)

Seacoast Banking Corporation of Florida | Apollo Bancshares, Inc. (3/29/2022)

Origin Bancorp Inc. | BT Holdings Inc. (2/24/2022)

QCR Holdings Inc. | Guaranty Federal Bancshares, Inc. (11/9/2021)

German American Bancorp Inc. | Citizens Union Bancorp (9/20/2021)

Stock Yards Bancorp Inc. | Commonwealth Bancshares Inc. (8/3/2021)

TriCo Bancshares | Valley Republic Bancorp (7/27/2021)

CVB Financial Corp. | Suncrest Bank (7/27/2021)

Lakeland Bancorp | 1st Constitution Bancorp (7/12/2021)

Mid Penn Bancorp Inc. | Riverview Financial Corp. (6/30/2021)

Valley National Bancorp | Westchester Bank Holding Corp. (6/29/2021)

Columbia Banking System Inc. | Bank of Commerce Holdings (6/23/2021)

Simmons First National Corp. | Landmark Community Bank (6/7/2021)
 
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First Foundation Inc. | TGR Financial Inc. (6/3/2021)

United Bankshares Inc. | Community Bankers Trust Corp (6/3/2021)

First Bancorp | Select Bancorp Inc. (6/1/2021)

Nicolet Bancshares Inc. | Mackinac Financial Corp. (4/12/2021)

Peoples Bancorp Inc. | Premier Financial Bancorp Inc. (3/29/2021)

Stock Yards Bancorp Inc. | Kentucky Bancshares Inc. (1/27/2021)

Enterprise Financial Services | Seacoast Commerce Banc Holdings (8/20/2020)
Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the proposed merger to the 25th percentile, median and 75th percentile transaction multiples of the selected transactions:
Progress Financial
Corporation
25th
Percentile
Median
75th
Percentile
Deal Value
$ 267.6 $ 163.6 $ 212.3 $ 274.7
Target Total Assets
$ 1,860 $ 1,233 $ 1,369 $ 1,799
Target TCE/TA
8.3% 8.4% 9.3% 9.9%
Target NPA/Assets
0.19% 0.36% 0.53% 0.78%
Target LTM ROAA
1.19% 0.92% 1.07% 1.21%
Target LTM ROAE
11.9% 9.6% 10.4% 11.3%
Target LTM Efficiency Ratio
64.6% 53.3% 59.3% 68.2%
Transaction Value / Tangible Book Value
168.5% 151.2% 163.6% 169.1%
Transaction Value / LTM Earnings(1)
13.6x 12.6x 14.3x 18.1x
Core Deposit Premium
7.4% 6.4% 7.1% 8.7%
Source:   S&P Global Market Intelligence, Company documents
Note:   Dollars in millions. LTM=Last Twelve Months. P/EPS multiples greater than 25.0x and less than 0.0x and Core Deposit Premiums less than 0% are considered non-meaningful for the purpose of this analysis.
(1)
LTM pre-tax earnings, tax effected at 21% effective rate.
Relevant Regional Transactions Analysis — Progress Financial Corporation
Stephens reviewed certain publicly available transaction multiples and related financial data for transactions with a Southeast (domiciled in AL, AR, FL, GA, KY, LA, MS, NC, SC, TN, TX and VA) target announced since January 1, 2019, where (i) the deal value was publicly disclosed, (ii) the target’s assets were between $1.0 billion and $5.0 billion and (iii) the target’s LTM ROAA was greater than 0.75% (excluding any Merger of Equals (as defined by S&P Global Market Intelligence)). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and markets of operation, among other factors, were reasonably similar to those of Progress; however, no selected company or transaction below was identical or directly comparable to Progress or the proposed merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

Seacoast Banking Corporation of Florida | Apollo Bancshares, Inc. (3/29/2022)

Origin Bancorp Inc. | BT Holdings Inc. (2/24/2022)

Simmons First National Corp. | Spirit of Texas Bancshares Inc. (11/19/2021)
 
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German American Bancorp Inc. | Citizens Union Bancorp (9/20/2021)

Stock Yards Bancorp Inc. | Commonwealth Bancshares Inc. (8/3/2021)

South State Corporation | Atlantic Capital Bancshares, Inc. (7/23/2021)

United Community Banks Inc. | Reliant Bancorp Inc. (7/14/2021)

Simmons First National Corp. | Landmark Community Bank (6/7/2021)

United Bankshares Inc. | Community Bankers Trust Corp (6/3/2021)

First Foundation Inc. | TGR Financial Inc. (6/3/2021)

First Bancorp | Select Bancorp Inc. (6/1/2021)

Stock Yards Bancorp Inc. | Kentucky Bancshares Inc. (1/27/2021)

United Community Banks Inc. | Three Shores Bancorp. Inc. (3/9/2020)

Heartland Financial USA Inc. | AIM Bancshares Inc. (2/11/2020)

Bus. First Bancshares Inc. | Pedestal Bancshares Inc. (1/22/2020)

United Bankshares Inc. | Carolina Financial Corp. (11/18/2019)
Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the proposed merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the proposed merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the proposed merger to the 25th percentile, median and 75th percentile transaction multiples of the selected transactions:
Progress Financial
Corporation
25th
Percentile
Median
75th
Percentile
Deal Value
$ 267.6 $ 185.5 $ 287.7 $ 365.4
Target Total Assets
$ 1,860 $ 1,243 $ 1,804 $ 2,480
Target TCE/TA
8.3% 9.3% 9.4% 10.1%
Target NPA/Assets
0.19% 0.32% 0.47% 0.62%
Target LTM ROAA
1.19% 0.96% 1.28% 1.41%
Target LTM ROAE
11.9% 9.8% 10.9% 12.9%
Target LTM Efficiency Ratio
64.6% 53.6% 57.0% 61.9%
Transaction Value / Tangible Book Value
168.5% 155.9% 167.6% 181.6%
Transaction Value / LTM Earnings(1)
13.6x 12.1x 14.0x 17.8x
Core Deposit Premium
7.4% 6.6% 8.7% 11.6%
Source:   S&P Global Market Intelligence, Company documents
Note:   Dollars in millions. LTM=Last Twelve Months. P/EPS multiples greater than 25.0x and less than 0.0x and Core Deposit Premiums less than 0% are considered non-meaningful for the purpose of this analysis.
(1)
LTM pre-tax earnings, tax effected at 21% effective rate.
Miscellaneous
The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to
 
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significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.
In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Progress. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.
Stephens is serving as financial advisor to Progress in connection with the proposed merger and is entitled to receive a fee for such services equal to approximately 1.2% of the transaction value of the merger, a significant portion of which is contingent upon the consummation of the proposed merger. Stephens also received a $500,000 fee from Progress upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the proposed merger. Stephens would also be entitled to a fee under certain circumstances following a termination of the proposed merger. Progress has also agreed to indemnify Stephens against certain claims and liabilities that could arise out of Stephens’ engagement, including certain liabilities that could arise out of Stephens’ providing its opinion, and to reimburse Stephens for certain of its out-of-pocket expenses incurred in connection with the engagement.
The lead investment banker for Stephens serving as financial advisor to Progress owns an investment interest in the common stock of Progress. Stephens issues periodic research reports regarding the business and prospects of United, and Stephens makes a market in the stock of United. Stephens has not received any compensation from Progress or United during the two years preceding the date of the Opinion Letter. Stephens expects to pursue future investment banking services assignments with participants in the proposed merger transaction.
In the ordinary course of its business, Stephens and its affiliates and employees at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the proposed merger.
Interests of Progress’ Directors and Executive Officers in the Merger
In the merger, the directors and executive officers of Progress will receive the same merger consideration for their Progress shares as the other Progress stockholders. In considering the recommendation of the Progress board of directors that you vote to approve the merger agreement, you should be aware that some of the executive officers and directors of Progress may have interests in the merger and may have arrangements, as described below, that may be considered to be different from, or in addition to, those of Progress stockholders generally. The Progress board of directors was aware of these interests and considered them, among other matters, in reaching its decision to adopt and approve the merger agreement and to recommend that Progress stockholders vote in favor of approving the merger agreement. See “The Merger — Background of the Merger” and “The Merger — Progress’ Reasons for the Merger; Recommendation of the Progress Board of Directors.” Progress stockholders should take these interests into account in deciding whether to vote “FOR” the merger proposal. These interests are described in more detail below, and certain of them are quantified in the narrative below.
Entry into New Employment Agreement
David L. Nast (President and Chief Executive Officer of Progress) has entered into an employment agreement with United Community Bank for a term of three years (unless extended) commencing with the closing of the merger and pursuant to which he will serve as State President, Alabama and Florida Panhandle. He is entitled to an annual salary of $443,000 and is eligible to receive a discretionary performance bonus as determined by United Community Bank, with a target rate of 40% of base salary. He is also eligible to receive equity grants under United Community Bank’s stock option plans, and also will receive restricted stock units under its equity plan equal to $500,000 on the date of grant in accordance with the terms and conditions of such plan and with the vesting of such units if his employment continues through the second anniversary of the closing of the merger. He is also eligible to receive consideration for annual equity grants at
 
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a target rate of 25% of his base salary in accordance with the terms and conditions of the specified United Community Bank equity plan and the grant agreement for each such award. He is entitled to reimbursement of reasonable business expenses incurred, and he is eligible to participate in the medical, disability, life insurance and other plans applicable generally to employees of United Community Bank. The employment agreement includes certain termination provisions plus severance benefits if terminated by United Community Bank without “cause” or by him for “good reason” ​(as those terms are defined in the employment agreement). Generally, Mr. Nast is not entitled to any severance payment (other than accrued and unpaid compensation and vested equity rights) upon termination of employment if his employment is terminated by United Community Bank for “cause”, due to disability, or by him without “good reason” and, if his employment is terminated by United Community Bank without “cause” or he terminates his employment for “good reason”, he is entitled to receive his base salary for the remainder of the then three-year term (unless extended). The employment agreement also includes confidentiality provisions and provisions whereby he has agreed not to compete or solicit customers and employees for 12 months following his termination. In consideration for, and assuming his compliance with, these noncompete and nonsolicitation covenants and agreements, he will be entitled to cash payments in the amount of $33,333, $20,833, and $12,500 each month for the first, second, and third year, respectively, following his termination of employment.
Entry into Non-Compete Agreement
Dabsey Maxwell (Chief Financial Officer and Chief Operations Officer of Progress) has entered into a non-compete agreement with United Community Bank pursuant to which she has agreed that during her employment with United Community Bank and through the first anniversary of the effective date of the merger, she will not solicit customers or employees to or for a competing business within a 50-mile radius of an existing branch of United Community Bank located in the State of Alabama (the “Territory”) and shall not compete with United Community Bank by forming, serving as an organizer, director or officer of, or consultant to, or acquiring more than a 2% passive investment in, a depository institution or holding company therefor if such depository institution or holding company has one or more offices or branches located within the Territory. As consideration for the non-compete agreement, she will be paid (i) cash payments in the amount of $10,000 each month for one year after the effective date of the merger, (ii) cash payments in the amounts of the annual premiums payable to Protective Life Insurance Company that are due and payable on that certain term life insurance policy on her life, payable pursuant to the terms of that certain Split Dollar Agreement dated on or about September 5, 2008 for the 24 months immediately following the date her employment with United Community Bank terminates, and (iii) if she is eligible for COBRA and timely elects continuation of coverage, monthly cash payments in the amount equal to the monthly COBRA premium paid by her for COBRA premiums for her family coverage for 24 months or, if United Community Bank is not allowed to continue to provide COBRA beyond the expiration of the statutorily prescribed period, monthly cash payments in an amount equal to the monthly COBRA premium for coverage for her family for the portion of such 24-month period in excess of such statutorily prescribed period.
Existing Employment Agreements and Payments
Progress has entered into employment agreements with each of David L. Nast (President and Chief Executive Officer), Dabsey Maxwell (Chief Financial Officer and Chief Operations Officer), Lee Hoekenschnieder (Huntsville Market President and General Banking Executive), and J.E.P. Buchanan (Chief Credit Officer and Senior Lender), which provide for them to receive upon the closing of a change of control (which includes the merger) lump sums of approximately $2,882,337, $1,229,754, $883,605, and $1,192,488, respectively, regardless of their continuing employment status with United, assuming the executive officers’ base salaries remain unchanged from those in place as of May 2022 and the merger closes prior to December 31, 2022. In addition, Progress has entered into employment agreements with four additional employees, which provide for the payment to such employees of an aggregate total amount of $1,829,704 upon the closing of a change in control (which includes the merger). The employment agreements provide that, if any payments or benefits to be provided to the executive would constitute a parachute payment within the meaning of Section 280G of the Code and would otherwise be subject to excise tax under Section 4999 of the Code, the payments or benefits will be reduced to the extent necessary to avoid the payment or benefits being subject to excise tax under Section 4999 of the Code.
 
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Settlement, Waiver and Release Agreements
Each of Messrs. Nast, Hoekenschnieder and Buchanan, and Ms. Maxwell, is expected to enter into a settlement, waiver, and release agreement, which we refer to collectively as the settlement agreements, with Progress and Progress Bank. The purpose of these agreements is to provide cash compensation to these officers in full and complete satisfaction of the obligations to the executives under their existing employment agreements with Progress Bank. An estimate of the amounts that would be payable in connection with the merger to each such officer pursuant to the settlement agreements is provided in the immediately preceding paragraph. In exchange for the payments under the settlement agreements, the officers will release and discharge Progress and Progress Bank, as well as United, from any and all claims, demands, and liabilities that they have ever had or may have against Progress and Progress Bank, or United or Progress’ and Progress Bank’s or United’s officers, directors, or employees, both known and unknown, including, but not limited to, any and all claims, demands, and liabilities based on employment or termination of the employment relationship. These officers will also agree not to file or consent to the filing of any lawsuit, complaint, or action against Progress and Progress Bank, or United, or Progress’ and Progress Bank’s or United’s respective officers, directors, or employees arising out of or in any way related to his or her employment or termination of his or her employment. Progress is expected to enter into similar settlement, waiver and release agreements with additional officers and employees who have employment agreements.
Stay Bonuses
United has also agreed to pay stay bonuses to certain employees of Progress mutually agreed upon by United and Progress following the completion of the merger. Each of Mr. Nast and Mr. Buchanan is expected to receive a cash retention award following the completion of the merger equal to $150,000, and Mr. Buchanan will also receive an equity retention award of restricted stock units equal to $87,500 (which restricted stock units are convertible into United common stock). Ms. Maxwell will receive a cash retention award in the amount of $50,000 if she is employed on the date that is the later to occur of the effective date of the merger or December 31, 2022.
Treatment of Progress Equity Awards
The merger agreement provides that outstanding and unvested restricted stock awarded by Progress pursuant to its equity plans will fully vest at the closing of the merger and automatically be converted into the right to receive the merger consideration. The merger agreement also provides that stock options awarded under the Progress equity plan will, at the election of the holders thereof, subject to a 25% cap on the total number of options cashed out as described in this proxy statement/prospectus, either (i) fully vest and be converted automatically into the right to receive a cash payment from Progress, or (ii) be substituted with options to acquire shares of United common stock based on the exchange ratio. The cash payment for an optionholder that has elected to be cashed out will be an amount equal to the product of (i) the excess, if any, of (A) the product of (1) 0.770, multiplied by (2) the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger, over (B) the exercise price of such option, multiplied by (ii) the number of shares of Progress common stock subject to such option.
The following table sets forth (i) the maximum amount of payments that could be made to the Progress and Progress Bank directors and executive officers for the options held by them, if each individual were to cash out all of the options held by him or her, and (ii) the value of the unvested restricted stock that will fully vest at the closing of the merger, in each case based on ownership information as of [•], 2022. For the purposes of the table, Progress has assumed that each individual elects to have his or her options cashed out at the merger closing, rather than assumed by United and converted into options to purchase shares of United common stock pursuant to the merger agreement and that the cap of cash-outs has not been exceeded or prorated. At this time, Progress does not know which of the officers listed below, if any, will elect to cash out all or a portion of their options.
 
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Name of Individual
Number of
Options
Average
Exercise
Price
Cash-Out
Payments for
Options(1)
Value of
Unvested
Restricted
Shares(2)
Total
David L. Nast
57,000 $ 16.83 $ 386,930.00 $ 555,914.34 $ 942,844.34
Dabsey Maxwell
72,000 $ 15.10 $ 617,780.00 $ 293,601.51 $ 911,381.51
J.E.P. Buchanan
72,000 $ 15.10 $ 617,780.00 $ 293,601.51 $ 911,381.51
Lee R. Hoekenschnieder
72,000 $ 15.10 $ 617,780.00 $ 324,937.17 $ 942,717.17
Phillip W. “Trey” Bentley
$ 46,980.00 $ 46,980.00
Sheila B. Brown
$ 46,980.00 $ 46,980.00
Jim D. Caudle, Jr.
$ 46,980.00 $ 46,980.00
Elam P. Holley, Jr.
$ 46,980.00 $ 46,980.00
Eric W. Janssen
$ 46,980.00 $ 46,980.00
Bhavani Kakani
$ 46,980.00 $ 46,980.00
Kevin B. Kynerd
$ 46,980.00 $ 46,980.00
Charles A. “Chip” McCallum, III
$ 46,980.00 $ 46,980.00
Doug Ruggles
$ 46,980.00 $ 46,980.00
Brad Sklar
$ 46,980.00 $ 46,980.00
Charlie Vaughn
$ 46,980.00 $ 46,980.00
Larry C. Weaver
$ 46,980.00 $ 46,980.00
Total as a Group
273,000 $ 2,240,270.00 $ 2,031,814.53 $ 4,272,084.53
(1)
To calculate the cash-out amount of the stock options, we have assumed a value of the United common stock of $30.51, which was the average closing market price of a share of the United common stock over the first five business days following the public announcement of the merger on May 3, 2022. The $30.51 has then been multiplied by the 0.770 exchange ratio, to arrive at a value for each share of Progress common stock for which vesting is accelerated of $23.49. The cash payment for an optionholder that has elected to be cashed out is an amount equal to the product of (i) the excess, if any, of (A) the product of (1) 0.770, multiplied by (2) $30.51, the average closing sale price of United common stock on the first five full trading days immediately following the announcement of the merger, over [$23.49], over (B) the exercise price of such option, multiplied by (ii) the number of shares of Progress common stock subject to such option.
(2)
To calculate the value of the unvested restricted shares held by the applicable individuals, we have assumed a value of the United common stock of $30.51, which was the average closing market price of a share of the United common stock over the first five full trading days following the public announcement of the merger on May 3, 2022. The $30.51 has then been multiplied by the 0.770 exchange ratio, to arrive at a value for each share of Progress common stock for which vesting is accelerated of $23.49.
Indemnification and Insurance
As described under “The Merger Agreement — Covenants and Agreements — Director and Officer Indemnification and Insurance,” for a period of six years after the effective time of the merger, United will indemnify and defend the present and former directors, officers and employees of Progress and its subsidiaries against claims pertaining to matters occurring at or prior to the closing of the merger to the fullest extent permitted by law. United also has agreed, for a period of no less than six years after the effective time of the merger, to provide coverage to present and former directors and officers of Progress pursuant to Progress’ existing directors’ and officers’ liability insurance. This insurance policy may be substituted, but must contain at least the same coverage and amounts, and contain terms no less advantageous than the coverage currently provided by Progress. In no event is Progress required to expend for the tail insurance an aggregate premium amount in excess of 300% of the current annual premiums paid by Progress for such insurance.
 
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Board of Directors and Management of United Following the Merger
The directors of United immediately prior to the effective time of the merger, together with such additional persons as United may thereafter elect, will be directors of the combined company and will hold office in accordance with United’s bylaws, until the earlier of their resignation or removal or otherwise ceasing to be a director. The officers of United immediately prior to the effective time of the merger, together with such additional persons as United may thereafter elect, will be officers of the combined company and will hold office in accordance with United’s bylaws, until the earlier of their resignation or removal or otherwise ceasing to be an officer. Information regarding the current executive officers and directors of United is contained in documents filed by United with the SEC and incorporated by reference into this proxy statement/prospectus, including United’s Annual Report on Form 10-K for the year ended December 31, 2021 and its Definitive Proxy Statement on Schedule 14A for its 2022 annual meeting, filed with the SEC on April 6, 2022. See “Where You Can Find More Information.”
Public Trading Markets
The United common stock is listed for trading on NASDAQ under the symbol “UCBI,” and the Progress common stock is not quoted or listed on any exchange. Following the merger, shares of United common stock will continue to be traded on NASDAQ.
Under the merger agreement, United will cause the shares of United common stock to be issued or reserved for issuance in the merger, including with respect to Progress restricted stock awards and options, and to be approved for listing on NASDAQ, subject to notice of issuance, and the merger agreement provides that neither United nor Progress will be required to complete the merger if such shares are not authorized for listing on NASDAQ.
Appraisal Rights in the Merger
Holders of Progress common stock as of the record date are entitled to appraisal rights under the ABCL. Pursuant to Section 10A-2A-13.02 of the ABCL, a Progress stockholder who does not wish to accept the merger consideration to be received pursuant to the terms of the merger agreement may dissent from the merger and elect to receive the fair value of his or her Progress shares (as determined immediately prior to the consummation of the merger), excluding any appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable, but including interest from the effective date of the merger until the date of payment. Under the terms of the merger agreement, if 5% or more of the outstanding Progress shares validly exercise their appraisal rights, then United will not be obligated to complete the merger.
In order to exercise appraisal rights, a dissenting Progress stockholder must strictly comply with the statutory procedures of Sections 10A-2A-13.01 through 10A-2A-13.40 of the ABCL, which are summarized below. A copy of the full text of those Sections is included as Annex C to this proxy statement/prospectus. Progress stockholders are urged to read Annex C in its entirety and to consult with their legal advisors. Each Progress stockholder who desires to assert his or her appraisal rights is cautioned that failure on his or her part to adhere strictly to the requirements of Alabama law in any regard will cause a forfeiture of any appraisal rights. Progress stockholders who do not properly follow appraisal rights procedures will receive the merger consideration if the merger is effected.
Stockholders who elect to follow the procedures to dissent from the merger are referred to as dissenting stockholders.
Procedures for Exercising Dissenters’ Rights of Appraisal.   The following summary of Alabama law is qualified in its entirety by reference to the full text of the applicable provisions of the ABCL, a copy of which is included as Annex C to this proxy statement/prospectus.
A holder of Progress common stock electing to exercise dissenters’ rights (1) must deliver to Progress at 201 Williams Avenue, Huntsville, Alabama 35801, Attention: David L. Nast, before the vote at the Progress annual meeting, written notice of his or her intent to demand payment for his or her shares if the merger is effectuated, and (2) must not vote in favor of the merger agreement. The requirement of this written notice is in addition to and separate from the requirement that such shares not be voted in favor of the merger
 
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agreement, and the requirement of written notice is not satisfied by voting against the merger agreement either in person or by proxy. The requirement that shares not be voted in favor of the merger agreement will be satisfied if no proxy card is returned or provided online and the shares are not voted in person. Because a properly executed and delivered proxy card which is left blank will, unless revoked, be voted “FOR” approval of the merger agreement, in order to be assured that his, her or its shares are not voted in favor of the merger agreement, the dissenting stockholders who vote by proxy must not leave the proxy card blank but must (1) vote “AGAINST” the approval of the merger agreement or (2) affirmatively “ABSTAIN” from voting. Neither a vote against approval of the merger agreement nor an abstention will satisfy the requirement that a written notice of intent to demand payment be delivered to Progress before the vote on the merger agreement.
A record stockholder may assert dissenters’ appraisal rights as to fewer than all of the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies Progress in writing of the name and address of each person on whose behalf he or she asserts dissenters’ rights. A beneficial stockholder may assert dissenters’ rights as to shares held on his or her behalf only if he or she submits to Progress the record stockholder’s written consent to the dissent prior to or contemporaneously with such assertion and he or she does so with respect to all shares of which he, she or it is the beneficial stockholder or over which he, she or it has the power to vote. Where no number of shares is expressly mentioned, the notice of intent to demand payment will be presumed to cover all shares held in the name of the record holder.
No later than ten days after the merger, United, as the continuing corporation of the merger, will send a written dissenters’ notice to each dissenting stockholder of Progress who did not vote in favor of the merger and who duly filed a written notice of intent to demand payment in accordance with the foregoing procedures. The dissenters’ notice will specify, among other things, the deadline by which time United must receive a payment demand from such dissenting stockholders, the deadline for depositing the dissenter’s shares and the location for such deposit, the deadline by which time a dissenting stockholder may withdraw from the appraisal process, and United’s estimate of the fair value of the stock, and will include a form for demanding payment. The deadline for demanding payment will be no fewer than 40 days and no more than 60 days after the date the dissenters’ notice is delivered. It is the obligation of any dissenting stockholder to initiate all necessary action to perfect his or her dissenters’ rights within the time periods prescribed in Article 13 of the ABCL and the dissenters’ notice. If no payment demand is timely received from a dissenting stockholder, all dissenters’ rights of said dissenting stockholder will be lost, notwithstanding any previously submitted written notice of intent to demand payment. Each dissenting stockholder who demands payment retains all other rights of a stockholder unless and until those rights are cancelled or modified by the merger. A dissenting stockholder who demands payment in accordance with the foregoing and does not withdraw from the appraisal process before the deadline set forth in the dissenters’ notice provided by United may not thereafter withdraw that demand and accept the terms offered under the merger agreement unless United consents thereto.
On or before the stock certificate delivery deadline, which may not be before the deadline for demanding formal payment, a dissenting stockholder who has made a demand must submit his or her share certificate or certificates to United. A stockholder’s failure to submit shares for notation will, at United’s option, terminate the holder’s rights as a dissenter, unless a court of competent jurisdiction determines otherwise.
Promptly after the merger, or upon receipt of a payment demand, United shall offer to pay each dissenting stockholder who complied with Article 13 of the ABCL the amount United estimates to be the fair value of such dissenting stockholder’s shares plus accrued interest. Each dissenting stockholder who agrees to accept the offer of payment in full satisfaction of his or her demand must surrender to United the certificate or certificates representing his or her shares in accordance with the terms of the dissenters’ notice. Upon receiving the certificate or certificates, United will pay each dissenting stockholder the fair value of his or her shares, plus accrued interest. Upon receiving payment, each dissenting stockholder ceases to have any interest in the shares.
Each dissenting stockholder who has made a payment demand may notify United in writing of his or her own estimate of the fair value of his or her shares plus interest, and demand payment of his or her estimate, or reject the offer made to such stockholder as described above and demand payment of the fair value of his or her shares and interest due, if: (1) the dissenting stockholder believes that the amount offered
 
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is less than the fair value of the shares or that the interest due is incorrectly calculated; or (2) United fails to make an offer as required by Article 13 of the ABCL within 60 days after the date set for demanding payment; provided, however, that a dissenting stockholder waives the right to demand payment different from that offered unless he or she notifies United of his or her demand in writing within 30 days after United offered payment for the shares.
If a demand for payment remains unsettled, United will commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the proceeding is not commenced within the 60-day period, each dissenting stockholder whose demand remains unsettled shall be entitled to receive the amount demanded plus interest. Such a proceeding will be filed in the Circuit Court of Madison County, Alabama. Each dissenting stockholder made a party to the proceeding is entitled to judgment for the amount the court finds to be the fair value of the shares, plus accrued interest. The court’s finding may set a value above or below the value the stockholder believes is appropriate. Upon payment of the judgment and surrender to United of the certificate or certificates representing the judicially appraised shares, a dissenting stockholder will cease to have any interest in the shares. The Court may assess costs incurred in such a proceeding against United or may assess the costs against all or some of the dissenting stockholders, in amounts the court finds equitable, to the extent the Court finds that such dissenting stockholders acted arbitrarily, vexatiously or not in good faith in demanding payment different from that initially offered by United. The Court may also assess the reasonable fees and expenses of counsel and experts against United, if the Court finds that it did not substantially comply with its requirements regarding providing notice of dissenters’ rights and the procedures associated therewith under Article 13 of the ABCL or against either United or all or some of the dissenting stockholders if the Court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided in Article 13 of the ABCL. If the Court finds that services of counsel for any dissenter were of substantial benefit to other similarly situated dissenters, and that fees for such services should not be assessed against United, then the Court may award reasonable fees to such counsel that will be paid out of the amounts awarded to dissenters who benefited from such services.
BECAUSE OF THE COMPLEXITY OF THE PROVISIONS OF ALABAMA LAW RELATING TO DISSENTERS’ APPRAISAL RIGHTS, STOCKHOLDERS WHO ARE CONSIDERING DISSENTING FROM THE MERGER ARE URGED TO CONSULT THEIR OWN LEGAL ADVISORS.
Regulatory Approvals Required for the Merger
Completion of the merger is subject to the receipt of all approvals, consents and waivers required to complete the transactions contemplated by the merger agreement from applicable governmental and regulatory authorities, and the expiration of any applicable statutory waiting periods, in each case, without the imposition of a condition or requirement that would reasonably be expected to have a material adverse effect on the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger. Subject to the terms and conditions of the merger agreement, United and Progress have agreed to use their reasonable best efforts and cooperate to promptly prepare and file, or cause to be prepare and filed, all necessary documentation, to obtain as promptly as practicable all regulatory approvals necessary or advisable to complete the transactions contemplated by the merger agreement, and to comply with the terms and conditions of all such approvals. United and Progress have filed all necessary applications and notifications to obtain the required regulatory approvals, consents and waivers.
Federal Reserve Board
The transactions contemplated by the merger agreement require approval by the Federal Reserve Board pursuant to Section 3 of the Bank Holding Company Act of 1956, as amended, which we refer to as the BHC Act, unless the Federal Reserve Board waives that requirement. United does not intend to request such a waiver. The Federal Reserve Board takes into consideration a number of factors when acting on applications under Section 3 of the BHC Act (12 U.S.C. § 1842(c)) and Section 225.13 of Regulation Y (12 C.F.R. § 225.13). These factors include the financial condition of the holding companies and banks involved and the future prospects of the combined organization (including consideration of the current and projected capital positions and the levels of indebtedness) and the managerial resources (including the competence, experience, and integrity of the officers, directors, and principal shareholders, as well as their
 
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record of compliance with laws and regulations). The Federal Reserve Board also considers the effectiveness of the applicant in combating money laundering, the convenience and needs of the communities to be served, as well as the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve Board may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market.
Federal Deposit Insurance Corporation
The prior approval of the FDIC will be required under the Bank Merger Act to merge Progress Bank with and into United Community Bank. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers: (1) the competitive impact of the transaction, (2) financial and managerial resources of the banks party to the bank merger, (3) the convenience and needs of the community to be served and the record of the banks under the Community Reinvestment Act, which we refer to as the CRA, including their CRA ratings, (4) the banks’ effectiveness in combating money-laundering activities, and (5) the extent to which the bank merger would result in greater or more concentrated risks to the stability of the U.S. banking or financial system.
South Carolina Board of Financial Institutions and Alabama State Banking Department
To complete the merger, United Community Bank is required to submit an application to, and receive approval from, the SCBFI and the ASBD. The SCBFI and the ASBD will review the application to determine whether the merger and the bank merger comply with South Carolina law and Alabama law, respectively. The criteria considered by the SCBFI and the ASBD are similar to those considered by the Federal Reserve Board and the FDIC.
Public Notice and Comments
Furthermore, the BHC Act, the Bank Merger Act, the SCBFI, the ASBD, and applicable regulations require published notice of, and the opportunity for public comment on, these applications, and authorize the Federal Reserve Board and the FDIC to hold a public hearing or meeting if either agency determines that a hearing or meeting would be appropriate. The Federal Reserve Board, the FDIC, the SCBFI, and the ASBD take into account the views of third party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their respective communities, and any hearing, meeting or comments provided by third parties could prolong the period during which the applications are under review by these agencies.
Waiting Periods
Transactions approved under Section 3 of the BHC Act or the Bank Merger Act generally may not be completed until 30 days after the approval of the applicable federal agency is received, during which time the Department of Justice, which we refer to as the DOJ, may challenge the transaction on antitrust grounds. With the approval of the applicable federal agency and the concurrence of the DOJ, the waiting period may be reduced to no less than 15 days. The commencement of an antitrust action would stay the effectiveness of such an approval unless a court specifically ordered otherwise. In reviewing the merger, the DOJ could analyze the merger’s effect on competition differently than the Federal Reserve Board or the FDIC, and thus it is possible that the DOJ could reach a different conclusion than the Federal Reserve Board or the FDIC regarding the merger’s effects on competition. A determination by the DOJ not to object to the merger may not prevent the filing of antitrust actions by private persons or state attorneys general. There can be no assurance if and when DOJ clearance will be obtained, or as to the conditions or limitations that such DOJ approval may contain or impose.
Additional Regulatory Approvals and Notices
Notifications and/or applications requesting approval may be submitted to various other federal and state regulatory authorities and self-regulatory organizations, including the Alabama State Banking Department and certain state insurance departments.
 
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Based on information available to United and Progress as of the date hereof, United and Progress believe that the merger does not raise substantial antitrust or other significant regulatory concerns and that United and Progress will be able to obtain all requisite regulatory approvals. However, neither United nor Progress can assure you that all of the regulatory approvals described above will be obtained and, if obtained, we cannot assure you as to the timing of any such approvals, United’s ability to obtain the approvals on satisfactory terms, or the absence of any litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or requirements that would reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets, or business of the surviving corporation and its subsidiaries, taken as a whole, after giving effect to the merger. There can likewise be no assurances that U.S. federal or state regulatory authorities will not attempt to challenge the merger on antitrust grounds or for other reasons, or if such a challenge is made, as to the result of such challenge.
Neither United nor Progress is aware of any material governmental approvals or actions that are required for completion of the merger other than those described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
The processing time for obtaining regulatory approvals for bank mergers, particularly for larger institutions, has increased since the financial crisis. Specifically, the Dodd-Frank Act requires bank regulators to consider financial stability concerns when evaluating a proposed bank merger. If there is an adverse development in either party’s regulatory standing, United may be required to withdraw some or all of the applications for approval of the proposed mergers and, if possible, resubmit it after the applicable supervisory concerns have been resolved.
 
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THE MERGER AGREEMENT
The following describes certain aspects of the merger, including certain material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.
Explanatory Note Regarding the Merger Agreement
The merger agreement is included to provide you with information regarding its terms. Neither the merger agreement nor the summary of its material terms included in this section is intended to provide any factual information about United or Progress. Factual disclosures about United and Progress contained in this proxy statement/prospectus and/or in the public reports of United filed with the SEC (as described in the section entitled “Where You Can Find More Information” beginning on page [•]) may supplement, update or modify the disclosures about United contained in the merger agreement. The merger agreement contains representations and warranties and covenants of the parties customary for transactions of this nature. The representations and warranties contained in the merger agreement were made only for purposes of the merger agreement as of the specific dates therein; were made 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. Investors are not third-party beneficiaries under the merger agreement and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in United’s public disclosures. Accordingly, the representations and warranties in the merger agreement should not be relied on by any person as characterizations of the actual state of facts about United or Progress at the time they were made or otherwise.
Structure of the Merger
Each of the United board of directors and the Progress board of directors has approved the merger agreement. The merger agreement provides for the merger of Progress with and into United, with United continuing as the surviving corporation. Immediately following the completion of the merger, Progress Bank and Trust, an Alabama state-chartered bank and wholly-owned subsidiary of Progress, will merge with and into United Community Bank, a South Carolina state-chartered bank and wholly-owned subsidiary of United, with United Community Bank continuing as the surviving entity.
Merger Consideration
Each share of Progress common stock issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.770 shares, which we refer to as the exchange ratio, of validly issued, fully paid and nonassessable shares of United common stock (except for treasury stock or shares owned by Progress or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by stockholders who properly exercise dissenters’ rights).
If the number of outstanding shares of United common stock or Progress common stock is increased, decreased, changed into, or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there is any extraordinary dividend or distribution, an appropriate and proportionate adjustment will be made to the exchange ratio.
Fractional Shares
United will not issue any fractional shares of United common stock in the merger. Instead, a Progress stockholder who otherwise would have received a fraction of a share of United common stock will instead
 
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receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger.
Governing Documents; Directors and Officers; Governance Matters
At the effective time, the United articles of incorporation and bylaws in effect immediately prior to the effective time will be the articles of incorporation and bylaws of the surviving corporation until thereafter amended in accordance with applicable law, and the directors and officers of United as of immediately prior to the effective time will continue to serve as the directors of the surviving entity from and after the effective time.
Treatment of Progress Restricted Stock and Stock Options
Progress Restricted Stock
At the effective time, each outstanding Progress restricted stock award will vest and be cancelled and converted automatically into the right to receive the merger consideration in respect of each share of Progress common stock underlying such restricted stock award. The surviving corporation will issue the merger consideration in respect of Progress restricted stock awards within five business days following the closing date of the merger.
Progress Stock Options
Prior to the effective time, each holder of an option to acquire shares of Progress common stock, whether vested or unvested, will have the opportunity to enter into an option cash-out agreement with United, pursuant to which such holder’s option will be cancelled and converted automatically into the right to receive cash in an amount, which we refer to as the option cash-out amount, equal to the product of (i) the excess, if any, of (A) the product of (1) 0.770, multiplied by (2) the average closing sale price of United common stock on the five full trading days immediately preceding the closing date of the merger, over (B) the exercise price of such option, multiplied by (ii) the number of shares of Progress common stock subject to such option.
The number of options converted into a right to receive the option cash-out amount will not exceed 25% of the total number of options outstanding as of immediately prior to the effective, which we refer to as the option cash-out limit. If holders of options deliver option cash-out agreements that represent an aggregate number of options that exceeds the option cash-out limit, then immediately prior to the effective time, each option cash-out agreement will, without any further action on the part of the holder of the underlying options, be automatically amended to entitle such holder to (i) receive a cash payment equal to the product of (A) the option cash-out amount multiplied by (B) the quotient of (x) the option cash-out limit divided by (y) the total number of options subject to option cash-out agreements and (ii) retain and have assumed by United the options which are not converted into the right to receive a cash payment.
As of the effective time, each outstanding option other than any option cancelled in exchange for cash pursuant to the above, will be assumed by United. From and after the effective time, (i) each assumed option may be exercised solely for shares of United common stock, (ii) the number of shares of United common stock subject to such assumed option will be equal to (A) the number of shares of Progress common stock subject to such option immediately prior to the effective time multiplied by (B) 0.770 (rounded down to the nearest whole share), and (iii) the per share exercise price under each such option will be adjusted to equal the quotient of (x) the exercise price per share of such option immediately prior to the effective time divided by (y) 0.770 (rounded up to the nearest whole cent).
Closing and Effective Time of the Merger
The merger will be completed only if all conditions to the merger discussed in this proxy statement/prospectus and set forth in the merger agreement are either satisfied or waived (subject to applicable law). Please see “— Conditions to Complete the Merger.”
 
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The merger will become effective as set forth in the articles of merger to be filed with the Secretary of State of the State of Georgia and the articles of merger to be filed with the Secretary of State of the State of Alabama on the closing date of the merger. The closing of the transactions contemplated by the merger will occur on a date no later than 15 days after the satisfaction or waiver (subject to applicable law) of the last to occur of the conditions set forth in the merger agreement, unless extended by mutual agreement of the parties. It currently is anticipated that the completion of the merger will occur in the fourth quarter of 2022 subject to the receipt of Progress stockholder approval, regulatory approvals and other customary closing conditions, but neither United nor Progress can guarantee when or if the merger will be completed.
Conversion of Shares; Exchange of Certificates
The conversion of Progress common stock into the right to receive the merger consideration will occur automatically at the effective time. After completion of the merger, an exchange agent designated by United and reasonably acceptable to Progress, which we refer to as the exchange agent, will exchange certificates representing shares of Progress common stock for the merger consideration to be received pursuant to the terms of the merger agreement.
Letter of Transmittal
As promptly as practicable after the completion of the merger, and in any event within five days thereafter, United will cause the exchange agent to mail to each holder of record of Progress common stock immediately prior to the effective time a letter of transmittal and instructions on how to surrender shares of Progress common stock in exchange for the merger consideration the holder is entitled to receive under the merger agreement.
If a certificate for Progress common stock has been lost, stolen, or destroyed, the exchange agent will issue the merger consideration upon receipt of (1) an affidavit of that fact by the claimant and (2) if required by United, the posting of a bond in an amount as United may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.
After completion of the merger, there will be no further transfers on the stock transfer books of Progress of shares of Progress common stock that were issued and outstanding immediately prior to the effective time.
Withholding
United and the exchange agent will be entitled to deduct and withhold from any consideration payable under the merger agreement the amounts they are required to deduct and withhold under the Code or any provision of state, local, or foreign tax law. If any such amounts are withheld and paid over to the appropriate governmental authority, these amounts will be treated for all purposes of the merger agreement as having been paid to such person from whom they were withheld.
Dividends and Distributions
No dividends or other distributions declared with respect to United common stock will be paid to the holder of any unsurrendered certificates of Progress common stock until the holder surrenders such certificate in accordance with the merger agreement. After the surrender of a certificate in accordance with the merger agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole shares of United common stock that the shares of Progress common stock represented by such certificate have been converted into the right to receive under the merger agreement.
Representations and Warranties
The merger agreement contains customary representations and warranties of each of United and Progress relating to their respective businesses. The representations and warranties of each of United and Progress have been made solely for the benefit of the other party, and these representations and warranties should not be relied on by any other person. In addition, these representations and warranties:
 
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have been qualified by information set forth in confidential disclosure schedules in connection with signing the merger agreement, which information modifies, qualifies, and creates exceptions to the representations and warranties in the merger agreement;

will not survive consummation of the merger;

may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the merger agreement if those statements turn out to be inaccurate;

are in some cases subject to a materiality standard described in the merger agreement which may differ from what may be viewed as material by you; and

were made only as of the date of the merger agreement or such other date as is specified in the merger agreement.
The merger agreement contains representations and warranties made by each of United and Progress relating to a number of matters. With respect to Progress, these representations and warranties include the following:

corporate matters, including due organization and qualification and subsidiaries;

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

capitalization;

financial statements, internal controls, and books and records;

absence of undisclosed liabilities;

absence of certain changes or events;

compliance with applicable laws;

legal proceedings;

required governmental and other regulatory filings and consents and approvals in connection with the merger;

reports to regulatory authorities;

tax matters;

employee and employee benefit plan matters;

certain material contracts;

real property and title to assets;

environmental matters;

intellectual property;

related-party transactions;

loan matters;

mortgage banking matters;

allowance for loan losses;

interest rate risk management instruments;

deposits;

investment securities;

BSA, AML, OFAC, and CRA compliance;

insurance matters;
 
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fiduciary and investment advisory activities;

broker’s fees payable in connection with the merger and fairness opinion;

inapplicability of takeover statutes;

absence of action or circumstance that would prevent the merger from qualifying as a “reorganization” under Section 368(a) of the Code; and

the accuracy of information supplied for inclusion in this proxy statement/prospectus and other similar documents.
United’s representations and warranties in the merger agreement include the following:

corporate matters, including due organization and qualification and subsidiaries;

authority relative to execution and delivery of the merger agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the merger;

capitalization;

required governmental and other regulatory filings and consents and approvals in connection with the merger;

reports to regulatory authorities;

legal proceedings;

financial statements, internal controls, books and records, and SEC filings;

broker’s fees payable in connection with the merger;

compliance with applicable laws;

tax matters;