M&A - UNITED COMMUNITY BANKS INC

Form Type: DEF 14A

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925030925

Filing Summary: On April 2, 2025, United Community Banks, Inc. filed its Definitive Proxy Statement for the 2025 Annual Meeting of Shareholders scheduled for May 14, 2025. The company reported a solid financial performance for 2024 with a growth of 1% in deposits and loans. Key highlights include a 9% increase in operating earnings per share and recognition as the top bank for customer satisfaction in the Southeast for the tenth consecutive year. A significant point of emphasis was the announcement of a merger with American National Bank, aimed at strengthening their presence and expanding their market footprint in Florida. The company has also made strides in board enhancement by adding Sally Pope Davis, a respected bank investor. Shareholders are invited to vote on key proposals, including the election of 12 board nominees, advisory proposals on executive compensation, and the ratification of the appointment of PricewaterhouseCoopers as the independent accounting firm for the fiscal year ending December 31, 2025. The document stresses the importance of shareholder participation in the upcoming virtual annual meeting, providing details on voting methods.

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Form Type: 425

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000085785525000069

Filing Summary: United Community Banks, Inc. has filed a corporate action related to a merger with ANB Holdings, Inc., indicating key dates in the transaction timeline including a legal close date set for May 1, 2025, subject to regulatory approval. A comprehensive payroll schedule update was also provided, which outlines the payroll processing for both American National Bank and United Community Bank following the merger's legal close. Furthermore, important information for shareholders and investors is included, detailing the filing of a registration statement on Form S-4 with the SEC on January 24, 2025, that was declared effective on February 6, 2025. This statement contains a proxy statement seeking shareholder approval for the merger as well as a prospectus for shares of United common stock to be issued in connection with the merger. Shareholders are encouraged to review this documentation for pertinent details regarding the merger and the involved parties.

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Form Type: 425

Filing Date: 2025-03-07

Corporate Action: Merger

Type: New

Accession Number: 000085785525000061

Filing Summary: United Community Banks, Inc. has announced key transaction milestone dates concerning the merger with ANB Holdings, Inc. The legal close is scheduled for May 1, 2025, subject to regulatory approval, with a conversion of payroll and HR processes set to occur concurrently. Transition details for ANB employees have been outlined, indicating that payroll will shift to United's systems, with specific pay date schedules established. The benefits, including insurance and 401(k) plans, will also transfer to United's offerings effective May 1, 2025. Additionally, relevant information regarding the merger and proxy statement details have been provided for shareholders and investors, highlighting the importance of reviewing the registration statement filed with the SEC. The merger aims to enhance United's service capabilities and offerings.

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Form Type: 425

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000085785525000049

Filing Summary: United Community Banks Inc. announced a merger agreement with ANB Holdings, Inc. Key transaction milestone dates include a legal close on May 1, 2025, and conversion scheduled for July 14, 2025, pending regulatory approval. The communication plan for customers is under review, to be communicated soon. In relation to the merger, a registration statement on Form S-4 was filed with the SEC on January 24, 2025, and was declared effective on February 6, 2025. This statement includes a proxy statement of ANB Holdings for shareholder approval of the merger agreement, as well as a prospectus for shares of United to be issued in connection with the merger. Shareholders of ANB Holdings are encouraged to read the registration statement and relevant documents for important information regarding the merger. The announcement also notes participants in the transaction include directors and executive officers from both companies, whose interests and compensations are outlined in previous filings with the SEC.

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Form Type: 425

Filing Date: 2025-02-06

Corporate Action: Merger

Type: New

Accession Number: 000085785525000011

Filing Summary: On February 6, 2025, United Community Banks, Inc. filed a Rule 425 document in connection with its merger with ANB Holdings, Inc. The document outlines key transaction milestones including a planned legal close in Q2 of 2025, with a conversion date set for July 14, 2025, pending regulatory approval. It also details the introduction of United Community Wealth, which offers two service lines: United Community Private Wealth and United Community Advisors. Special provisions for employees of ANB Holdings regarding their 401(k) retirement plan were also outlined, including options for rolling over existing balances, automatic enrollment features, employee contribution details, and employer matching contributions. The filing informs shareholders of ANB Holdings about a registration statement filed by United with the SEC on January 24, 2025, which was declared effective on the filing date. This registration statement includes a proxy statement to be sent to ANB shareholders for their approval of the merger agreement, as well as a prospectus for the shares of United common stock to be issued.

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Form Type: S-4/A

Filing Date: 2025-02-04

Corporate Action: Merger

Type: Update

Accession Number: 000110465925009093

Filing Summary: On February 4, 2025, United Community Banks, Inc. filed an amendment to their registration statement under the Securities Act of 1933 regarding the proposed merger with ANB Holdings, Inc. The merger agreement dated December 2, 2024, outlines that ANB Holdings will merge into United, with United as the surviving corporation. Post-merger, American National Bank, a subsidiary of ANB Holdings, will also merge into United Community Bank. Shareholders of ANB Holdings will receive approximately 1.650 shares of United common stock for each share of ANB Holdings stock they hold. The estimated value of the merger consideration, based on United’s stock price of $32.53 as of February 3, 2025, is about $53.67 per share for ANB Holdings shareholders. The merger is conditional upon approval by a majority of ANB Holdings’ shareholders at a special meeting scheduled for March 20, 2025. The document emphasizes the importance of shareholder votes and includes voting and support agreements from certain shareholders committing their votes in favor of the merger. It highlights appraisal rights available to shareholders who do not agree with the merger, providing them the right to receive cash for their shares instead.

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Form Type: 425

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000085785525000006

Filing Summary: United Community Bank and American National Bank are merging, with plans to complete the merger in the 2nd quarter of 2025, pending regulatory approvals. The merger is expected to enhance customer service and provide a wider range of banking products and services. Clients will continue to experience the same high level of service they have come to expect during the transition. ANB will initially maintain its brand, transitioning to the United Community name by the 3rd quarter of 2025. Shareholders of ANB Holdings will be asked to approve the merger through a proxy statement to be filed with the SEC. United Community Banks, Inc. operates with significant assets and a strong reputation in customer satisfaction and employee relations. The merger aims to combine both banks' strengths, capitals, and operational synergies to better serve clients in South Florida and beyond.

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Form Type: S-4

Filing Date: 2025-01-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925006010

Filing Summary: On December 2, 2024, United Community Banks, Inc. entered into a merger agreement with ANB Holdings, Inc. The merger will see ANB Holdings merge into United Community Banks, with United as the surviving entity. Following this, American National Bank, a subsidiary of ANB Holdings, will merge into United Community Bank, also a subsidiary of United. Shareholders of ANB Holdings will receive United common stock in exchange for their shares at an exchange ratio of 1.650 shares of United for each share of ANB Holdings, along with cash for any fractional shares. The merger is expected to enhance United's presence in the Miami market and will require the approval of a majority of ANB Holdings shareholders for completion, necessitating a special meeting for the vote. A voting and support agreement has been reached with certain shareholders committing to vote in favor of the merger proposal. The document serves as both a proxy statement for the ANB Holdings shareholder meeting and a prospectus for United’s common stock to be issued as part of the merger.

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Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925005185

Filing Summary: On January 22, 2025, United Community Banks, Inc. conducted a quarterly earnings conference call in which the proposed merger with ANB Holdings, Inc. was a key topic. The call, led by Chairman and CEO Lynn Harton, included discussions on the bank's financial performance, with an earnings report of $0.61 for the quarter and $2.04 for the full year. Highlights included a notable 11% growth in operating earnings from the previous quarter and a 9% increase year-over-year, alongside a 9% rise in tangible book value. Loan growth was reported at a 5% annualized rate, driven by various product types, and deposit growth reached nearly 4%. The efficiency ratio improved to 55%, and liquidity levels remained high, positioning the bank well for future growth opportunities, including the expansion of its South Florida footprint with the American National Bank acquisition. The call reflected optimism about the bank's capacity for further mergers and acquisitions in the current environment, indicating a potential pickup in M&A activity following the election.

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Form Type: 425

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000085785525000002

Filing Summary: On January 10, 2025, United Community Banks, Inc. filed a document related to the proposed merger of ANB Holdings, Inc. with and into United Community Banks. The document serves as an internal newsletter detailing health, financial, and overall quality of life benefits that will be available to employees of ANB Holdings following the merger. Key benefits include medical coverage options like HDHP, EPO, and PPO plans, dental benefits through Cigna, vision benefits through VSP, life insurance, short and long-term disability coverage, health savings accounts, flexible spending accounts, and a comprehensive retirement plan. Employees would also have access to various wellness benefits, an employee assistance program, and generous paid time off policies. This filing is in preparation for a registration statement on Form S-4 that includes a proxy statement for ANB’s shareholders to approve the merger, and it encourages shareholders to stay informed about relevant information regarding the merger.

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Form Type: 425

Filing Date: 2024-12-12

Corporate Action: Merger

Type: New

Accession Number: 000085785524000128

Filing Summary: United Community Banks, Inc. has filed a Form 425 in connection with the proposed merger of ANB Holdings, Inc. with United Community Banks, Inc. The merger is subject to regulatory approval, with an anticipated legal closing date in early Q2 and a conversion date scheduled for July 14, 2025. The document outlines an internal newsletter for ANB employees, highlighting updates on merger news, HR topics such as compensation specifics and benefits, and customer communication plans. It encourages ANB shareholders to read the forthcoming registration statement on Form S-4, which will contain important information regarding the merger and the proxy statement of ANB Holdings. Shareholders are advised to review the definitive proxy statement and other relevant documents as they become available.

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