Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of Merger with Reliant Bancorp, Inc.
Effective January 1, 2022 (the "Effective Time"), United Community Banks, Inc.
("United") completed its previously-announced merger with Reliant Bancorp, Inc.
("Reliant"), pursuant to an Agreement and Plan of Merger, dated as of July 14,
2021, by and between United and Reliant (the "Merger Agreement"). Pursuant to
the Merger Agreement, at the Effective Time, Reliant merged with and into United
(the "Merger"), with United as the surviving entity in the Merger. Immediately
following the Merger, Reliant's wholly-owned subsidiary bank, Reliant Bank,
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 Reliant common stock, $1.00 par value per share ("Reliant Common
Stock"), issued and outstanding immediately prior to the Effective Time was
converted into the right to receive 0.9842 shares of common stock, $1.00 par
value per share, of United ("United Common Stock"), and (ii) each share of
Reliant 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 0.9842 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 Reliant 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 0.9842 exchange ratio multiplied by $33.71 over (y) the per share
exercise price with respect to such stock option, multiplied by (ii) the number
of shares of Reliant Common Stock underlying such option, or (b) an option to
purchase a number of shares of United Common Stock equal to 0.9842 multiplied by
the number of shares of Reliant Common Stock subject to such option, with an
exercise price equal to the exercise price per share of such stock option
divided by 0.9842. As a result of the elections made by holders of options to
acquire shares of Reliant Common Stock, United (1) paid approximately $574,650
to extinguish outstanding options to acquire Reliant Common Stock, and (2)
issued approximately 48,244 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 1, 2022,
DeVan D. Ard, Jr. became and will serve as United Community Bank's State
President, Tennessee.
In connection with the Merger, United issued approximately 16,560,221 shares of
United Common Stock, which had a value of approximately $595.2 million based on
the closing price of United Common Stock on December 31, 2021. 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, 2022, 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.
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