Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2021, Community Bankers Trust Corporation ("Community Bankers Trust")
entered into an Agreement and Plan of Reorganization (the "Agreement") with
United Bankshares, Inc. ("United"). In accordance with the Agreement, Community
Bankers Trust will merge with and into United (the "Merger"). Community Bankers
Trust will cease to exist and United will survive and continue to exist as a
West Virginia corporation.
The Agreement provides that, upon consummation of the Merger, each outstanding
share of common stock of Community Bankers Trust will be converted into the
right to receive 0.3173 shares of United common stock, par value $2.50 per
share.
Pursuant to the Agreement, at the effective time of the Merger, each outstanding
Community Bankers Trust stock option granted under a Community Bankers Trust
stock plan, whether vested or unvested as of the date of the Agreement, shall
vest only as provided pursuant to the terms of such Community Bankers Trust
stock plan and convert into an option to acquire United common stock adjusted
based on the 0.3173 exchange ratio. Also, at the effective time of the Merger,
each restricted stock unit granted under a Community Bankers Trust stock plan
that is outstanding immediately prior to the effective time of the Merger shall
vest only in accordance with the formula and other terms of the Community
Bankers Trust stock plan and convert into the right to receive shares of United
common stock based on the 0.3173 exchange ratio.
Also at the effective time of the Merger, Essex Bank, a wholly-owned subsidiary
of Community Bankers Trust, will merge with and into United Bank, a wholly-owned
subsidiary of United (the "Bank Merger"). United Bank will survive the Bank
Merger and continue to exist as a Virginia banking corporation.
Rex L. Smith, III, President and Chief Executive Officer of Community Bankers
Trust, will be appointed as a Regional Market President of United Bank upon
completion of the Merger.
Consummation of the Merger is subject to approval of the shareholders of
Community Bankers Trust, the receipt of all required regulatory approvals, as
well as other customary conditions. The Agreement provides certain termination
rights for both Community Bankers Trust and United and further provides that a
termination fee of $12,132,000 will be payable by Community Bankers Trust in the
event that the Agreement is terminated under certain circumstances.
Furthermore, in connection with the execution of the Agreement, each of the
current directors of Community Bankers Trust has entered into certain Support
Agreements pursuant to which the director, as a shareholder party to a Support
Agreement, has agreed, among other things, to vote shares of Community Bankers
Trust's common stock over which such shareholder has sole voting power in favor
of the Agreement and the transactions contemplated thereby.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement, a
copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference. The Agreement has been attached as an
exhibit to provide investors and security holders with information regarding its
terms. It is not intended to provide any other financial information about
Community Bankers Trust or its subsidiaries or affiliates. The representations,
warranties and covenants contained in the Agreement were made only for purposes
of that agreement and as of specific dates, are solely for the benefit of the
parties to the Agreement, may be subject to limitations agreed upon by the
parties, including being qualified by confidential disclosures made for the
purposes of allocating contractual risk between the parties to the Agreement
instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the parties that differ from those applicable to
investors. Investors should not rely on the representations, warranties, or
covenants or any description thereof as characterizations of the actual state of
facts or condition of Community Bankers Trust or any of its subsidiaries or
affiliates. Moreover, information concerning the subject matter of the
representations, warranties, and covenants may change after the date of the
Agreement, which subsequent information may or may not be fully reflected in
public disclosures by Community Bankers Trust. The Agreement should not be read
alone, but should instead be read in conjunction with the other information
regarding Community Bankers Trust, United, their respective affiliates or their
respective businesses, the Agreement and the Merger that will be contained in,
or incorporated by reference into, the Registration Statement on Form S-4 that
will include a proxy statement of Community Bankers Trust and a prospectus of
United, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings
that each of Community Bankers Trust and United make, as applicable, with the
U.S. Securities and Exchange Commission (the "SEC").
Item 8.01 Other Events.
On June 3, 2021, Community Bankers Trust and United issued a joint press release
concerning the transaction. A copy of the press release is attached hereto as
Exhibit 99.1 and is being furnished to the SEC and shall not be deemed "filed"
for any purpose.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
2.1 Agreement and Plan of Reorganization, dated as of June 2, 2021, by and
between United Bankshares, Inc. and Community Bankers Trust Corporation
(listed disclosure schedules have been omitted pursuant to Regulation S-K
Item 601(b)(2). Community Bankers Trust Corporation agrees to furnish a
supplemental copy of such schedule upon request of the SEC).
99.1 Joint Press Release, dated June 3, 2021.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
Forward Looking Statements
This Form 8-K and the joint press release contain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements are
intended to be covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, but are not limited to, statements
about (i) the benefits of the Merger between Community Bankers Trust and United,
including future financial and operating results, cost savings enhancements to
revenue and accretion to reported earnings that may be realized from the Merger;
(ii) United's and Community Bankers Trust's plans, objectives, expectations and
intentions and other statements contained in this press release that are not
historical facts; and (iii) other statements identified by words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"targets," "projects," "will," or words of similar meaning generally intended to
identify forward-looking statements. These forward-looking statements are based
upon the current beliefs and expectations of the respective managements of
Community Bankers Trust and United and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many of
which are beyond the control of Community Bankers Trust and United. In addition,
these forward-looking statements are subject to assumptions with respect to
future business strategies and decisions that are subject to change. Actual
results may differ materially from the anticipated results discussed in these
forward-looking statements because of possible uncertainties.
The following factors, among others, could cause actual results to differ
materially from the anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Community Bankers Trust and
United may not be combined successfully, or such combination may take longer, be
more difficult, time-consuming or costly to accomplish than expected; (2) the
expected growth opportunities or cost savings from the Merger may not be fully
realized or may take longer to realize than expected; (3) deposit attrition,
operating costs, customer losses and business disruption following the Merger,
including adverse effects on relationships with employees, may be greater than
expected; (4) the regulatory approvals required for the Merger may not be
obtained on the proposed terms or on the anticipated schedule; (5) the
shareholders of Community Bankers Trust may fail to approve the Merger;
(6) legislative or regulatory changes, including changes in accounting
standards, may adversely affect the businesses in which Community Bankers Trust
and United are engaged; (7) the interest rate environment may further compress
margins and adversely affect net interest income; (8) results may be adversely
affected by continued diversification of assets and adverse changes to credit
quality; (9) competitive pressures on product pricing and services;
(10) success, impact, and timing of Community Bankers Trust's or United's
business strategies, including market acceptance of any new products or
services; (11) disruption from the Merger making it more difficult to maintain
relationships with employees, customers or other parties with whom Community
Bankers Trust and United have business relationships; (12) diversion of
management time on Merger-related issues; (13) risks relating to the potential
dilutive effect of the shares of United common stock to be issued in the Merger;
(14) the reaction to the proposed transaction from the companies' customers,
employees and counterparties; (15) the occurrence of any event, change or other
circumstances that could give rise to the right of one or both of the parties to
terminate the Agreement between Community Bankers Trust and United; (16) the
outcome of any legal proceedings that may be instituted against Community
Bankers Trust or United; (17) changes in general economic, political, or
industry conditions; (18) uncertainty as to the extent of the duration, scope
and impacts of the COVID-19 pandemic on Community Bankers Trust, United and the
Merger; (19) uncertainty in U.S. fiscal and monetary policy, including the
interest rate policies of the Federal Reserve Board; (20) volatility and
disruptions in global capital and credit markets; (21) reform of LIBOR; and (22)
the nature, extent, timing, and results of governmental actions, examinations,
reviews, reforms, regulations, and interpretations, those involving the OCC,
Federal Reserve, FDIC, and CFPB. Additional factors, that could cause actual
results to differ materially from those expressed in the forward-looking
statements are discussed in Community Bankers Trust's and United's reports (such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K) filed with the SEC and available on the SEC's Internet site
(http://www.sec.gov).
Community Bankers Trust and United caution that the foregoing list of factors is
not exclusive. All subsequent written and oral forward-looking statements
concerning the proposed transaction or other matters attributable to Community
Bankers Trust or United or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. Community
Bankers Trust and United do not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statements are made.
Additional Information About the Merger and Where to Find It
Shareholders of Community Bankers Trust and United and other investors are urged
to read the proxy statement/prospectus that will be included in the registration
statement on Form S-4 that United will file with the SEC in connection with the
proposed Merger because it will contain important information about United,
Community Bankers Trust, the Merger, the persons soliciting proxies in the
Merger and their interests in the Merger and related matters. The Merger will be
submitted to Community Bankers Trust's shareholders for their consideration.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval in
favor of the Merger, nor shall there be any sale of 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. Investors will be able to obtain all documents filed with the SEC
by United free of charge at the SEC's Internet site (http://www.sec.gov). In
addition, documents filed with the SEC by United will be available free of
charge from the Corporate Secretary of United Bankshares, Inc., 514 Market
Street, Parkersburg, West Virginia 26101, telephone (304) 424-8800, and
documents filed with the SEC by Community Bankers Trust will be available free
of charge from the Corporate Secretary of Community Bankers Trust Corporation,
9954 Mayland Drive, Suite 2100, Richmond, Virginia 23233, telephone (804)
934-9999. The proxy statement/prospectus (when it is available) and the other
documents may also be obtained for free by accessing United's website at
www.ubsi-inc.com under the tab "Investor Relations" and then under the heading
"SEC Filings" or by accessing Community Bankers Trust's website at
www.cbtrustcorp.com under the tab "SEC Filings" and then under the heading
"Documents". You are urged to read the proxy statement/prospectus carefully,
once it becomes available, before making a decision concerning the Merger.
Participants in the Transactions
Community Bankers Trust, United and their respective directors, executive
officers and certain other members of management and employees may be deemed
"participants" in the solicitation of proxies from Community Bankers Trust's
shareholders in favor of the Merger. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the solicitation of
the Community Bankers Trust's shareholders in connection with the proposed
Merger will be set forth in the proxy statement/prospectus when it is filed with
the SEC.
You can find information about the executive officers and directors of United in
its Annual Report on Form 10-K for the year ended December 31, 2020 and in its
definitive proxy statement filed with the SEC on March 30, 2021. You can find
information about Community Bankers Trust's executive officers and directors in
its Annual Report on Form 10-K for the year ended December 31, 2020 and in its
definitive proxy statement filed with the SEC on April 23, 2021. You can obtain
free copies of these documents from United, or Community Bankers Trust using the
contact information above.
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