United Community Banks, Inc. (NasdaqGS:UCBI) (‘United’) entered into an agreement and plan of merger to acquire Four Oaks Fincorp, Inc. (OTCPK:FOFN) (‘Four Oaks’) from Kenneth Lehman and other shareholders for approximately $130 million on June 26, 2017. Four Oaks shareholders will receive merger consideration consisting of approximately 90% stock, with a fixed exchange ratio of 0.6178 shares of United common stock and 10% cash or $1.90 for each share of Four Oaks. At the effective time, each award of shares of Four Oaks common stock shall be converted automatically into the right to receive the merger consideration in respect of each share of Four Oaks common stock underlying such restricted share award. At the effective time, each outstanding warrant to acquire shares of Four Oaks common stock shall be cancelled without consideration. All of Four Oaks deferred tax assets of approximately $18 million are expected to carry over to United. Upon consummation of the merger, the separate corporate existence of Four Oaks shall cease, and United shall survive and continue to exist as a corporation incorporated under the Georgia Code and shall continue under the name United Community Banks Inc. In case the transaction gets terminated, Four Oaks may be required to pay a fee of $4 million to United. Robert Blalock, Cathy Cox, Kenneth L. Daniels, H. Lynn Harton, W.C. Nelson, Thomas A. Richlovsky, David C. Shaver, Jimmy C. Tallent, Tim Wallis and David H. Wilkins will continue as Directors of Four Oaks until the next annual meeting of the shareholder and until their successors are elected. Closing of the merger is subject to approval by majority of Four Oaks shareholders, requisite regulatory approvals including, but not limited to the Federal Reserve, the Federal Deposit Insurance Corporation, the Georgia Department of Banking and Finance and the North Carolina Office of the Commissioner of Banks, the effectiveness of the registration statement to be filed by United with respect to United stock to be issued in the merger and other customary closing conditions. The transaction is also subject to tax opinion obtained by United from Troutman Sanders LLP and by Four Oaks from Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP. The merger agreement has been unanimously approved by the Boards of Directors of each of Four Oaks and United. In connection with entering into the merger agreement, Kenneth Lehman, a member of the Board, entered into a support agreement with United pursuant to which Kenneth Lehman agreed to vote certain of his shares to approve the merger agreement. On September 19, 2017, the registration statement was declared effective. Four Oaks shareholders approved the transaction at a special shareholders meeting held on October 23, 2017. The transaction is expected to close during the fourth quarter of 2017. As per an announcement made on September 22, 2017, the transaction is expected to close by November 1, 2017. The transaction is expected to be less than 1% dilutive to United’s tangible book value per share, including one-time transaction costs and 2% or $0.04 per share accretive to United’s fully diluted earnings per share for 2018, excluding one-time transaction costs. Continental Stock Transfer & Trust Company, Inc. acted as exchange agent to United in the transaction. Scott M. Clark, Tom Sullivan and Matthew Murray of Sandler O'Neill + Partners, LP acted as financial advisors and provided fairness opinion to Four Oaks. Sandler O’Neill will receive a fee equal to 1% of the aggregate purchase price or $1.2 million. However, if the purchase price of Four Oaks common stock exceeds $20 per share then Sandler O’Neill shall receive an additional 1.5% of the difference between the aggregate purchase price and the aggregate amount computed based on a $20 per share purchase price, subject to the fee shall not exceed 1.5% of the aggregate purchase price. Sandler O’Neill has received additional $0.2 million for rendering its fairness opinion. Banks Street Partners, LLC acted as financial advisor to United. James W. Stevens, JEFF BANISH, MARK GOLDSMITH, MICHAEL WALL, BRENDAN THOMAS, LIBBY BARWICK, JOEL POST, GREG MATISOFF, WHITNEY GARRETT SMITH, MARY MARSHALL MEREDITH, COT EVERSOLE of Troutman Sanders LLP acted as legal advisor to United. Geoffrey W. Adams of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP acted as legal advisor to Four Oaks.