Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of Merger with Progress Financial Corporation
Effective January 3, 2023 (the "Effective Time"), United Community Banks, Inc.
("United") completed its previously-announced merger with Progress Financial
Corporation ("Progress"), pursuant to an Agreement and Plan of Merger, dated as
of May 3, 2022, by and between United and Progress (the "Merger Agreement").
Pursuant to the Merger Agreement, at the Effective Time, Progress merged with
and into United (the "Merger"), with United as the surviving entity in the
Merger. Immediately following the Merger, Progress's wholly-owned subsidiary
bank, Progress Bank and Trust, merged with and into United Community Bank, with
United Community Bank as the surviving bank subsidiary of United.
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each
share of Progress common stock, $1.00 par value per share ("Progress Common
Stock"), issued and outstanding immediately prior to the Effective Time was
converted into the right to receive 0.770 shares of common stock, $1.00 par
value per share, of United ("United Common Stock"), and (ii) each award in
respect of a share of Progress Common Stock subject to vesting, repurchase or
other lapse restrictions outstanding as of immediately prior to the Effective
Time became fully vested and settled, as applicable, and was canceled and
converted into the right to receive 0.770 shares of United Common Stock, with
cash to be paid in lieu of any fractional shares of United Common Stock.
Also, at the Effective Time, each outstanding and unexercised option to purchase
shares of Progress Common Stock vested, and at the option holder's election was
cancelled and converted automatically into the right to receive either (a) a
cash payment equal to the product of (i) the excess, if any, of (x) the product
of the 0.770 exchange ratio multiplied by $33.76 over (y) the per share exercise
price with respect to such stock option, multiplied by (ii) the number of shares
of Progress Common Stock underlying such option, or (b) an option to purchase a
number of shares of United Common Stock equal to 0.770 multiplied by the number
of shares of Progress Common Stock subject to such option, with an exercise
price equal to the exercise price per share of such stock option divided by
0.770. As a result of the elections made by holders of options to acquire shares
of Progress Common Stock, United (1) paid approximately $443,000 to extinguish
outstanding options to acquire Progress Common Stock, and (2) issued
approximately 643,000 stock options with respect to United Common Stock.
The Merger Agreement also provides that upon completion of the Merger, the
officers and directors of United as of immediately prior to the Effective Time
will continue to serve as the directors and officers of the surviving entity
from and after the Effective Time. Additionally, effective January 3, 2023,
David L. Nast became and will serve as United Community Bank's State President,
Alabama and Florida Panhandle.
In connection with the Merger, United issued approximately 8,771,000 shares of
United Common Stock, which had a value of approximately $296.4 million based on
the closing price of United Common Stock on December 30, 2022. Each share of
United Common Stock outstanding prior to the Merger remained outstanding and
unaffected by the Merger.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
which is incorporated herein by reference to Exhibit 2.1.
Item 8.01 Other Events.
On January 3, 2023, United issued a press release announcing the closing of the
Merger. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K, and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibit index lists the exhibits that are either
filed or furnished with this Current Report on Form 8-K.
© Edgar Online, source Glimpses