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United Community Banks, First Miami Bancorp Announce Merger Agreement

February 14, 2023, 07:05 AM
Filed Under: Mergers & Acquisitions

United Community Banks, Inc. and First Miami Bancorp, Inc. (First Miami) announced the execution of a definitive merger agreement pursuant to which United will acquire First Miami, and its wholly owned subsidiary, First National Bank of South Miami (FNBSM), in an all-stock transaction with an aggregate value of approximately $115.9 million, or $1,330 per share of First Miami common stock, based on United’s 10-day average closing stock price of $33.02 as of Feb. 10, 2023. Additionally, First Miami shareholders will receive a special cash dividend at closing from net proceeds of the sale of certain investment securities held by First Miami.

FNBSM is headquartered in South Miami, FL, and operates three offices in the high-growth Miami metropolitan area. As of Dec. 31, 2022, FNBSM had total assets of $1.0 billion, total loans of $594 million, and total deposits of $867 million. In addition to traditional banking services, FNBSM offers private banking, trust and wealth management services and has approximately $310 million in assets under management. FNBSM is well-known in its local communities and has focused on steady, high-quality growth by hiring and developing a skilled banking team.

“We are extremely pleased to join forces with FNBSM to expand our presence in Miami. I know firsthand the strength and vibrancy of the Miami market from my past career experience. I look forward to working with the leadership team of FNBSM to continue to grow in one of the most attractive metropolitan areas in the country,” said Lynn Harton, Chairman and Chief Executive Officer of United.

Harton continued, “We believe FNBSM’s culture is a great fit with our culture at United. We are focused on building talented, service-minded teams who are empowered to build communities one customer at a time. We also appreciate FNBSM’s strong credit focus and their ability to maintain a solid core deposit base despite a very competitive market.”

W. Rockwell “Rocky” Wirtz, Chairman and President of First Miami, said, “The success of the bank since its founding over 70 years ago has far exceeded our expectations and it is thanks to the dedicated employees who have made it the best community-focused, service-oriented bank in the Miami area. We are extremely proud of the company we have built together and believe that a partnership with United represents an excellent opportunity for us to continue to serve our customers at the highest level. We value United’s commitment to its employees, customers and communities because that has always been what we stand for.”

Under the terms of the merger agreement, First Miami shareholders will receive 40.2685 shares of United common stock for each share of First Miami common stock outstanding. The merger is expected to be accretive to United’s earnings per share, excluding transaction costs, by approximately 9 cents per share, or 3 percent in 2024. The estimated transaction returns are consistent with United’s stated acquisition criteria pertaining to tangible book value and targeted internal rates of return. The merger agreement was unanimously approved by the boards of directors of First Miami and United. The Merger is expected to be completed in the third quarter of 2023 and is subject to customary conditions, including regulatory approval as well as the approval of First Miami’s shareholders.

Stephens Inc. and Morgan Stanley & Co. LLC acted as financial advisors to United, and Wachtell, Lipton, Rosen & Katz served as United’s legal advisor. D.A. Davidson & Co. served as financial advisor to First Miami, and Barack Ferrazzano Kirschbaum & Nagelberg LLP and Gozdecki, Del Giudice, Americus, Farkas & Brocato LLP served as First Miami’s legal advisors.

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