United Community Banks, Inc. (NasdaqGS:UCBI) executed a non-binding letter of intent to acquire First Miami Bancorp, Inc. (OTCPK:FMIA) on November 18, 2022. United Community Banks, Inc. entered into a definitive merger agreement to acquire First Miami Bancorp, Inc. (OTCPK:FMIA) for approximately $110 million on February 13, 2023. UCBI will acquire First Miami in an all-stock transaction with an aggregate value of approximately $115.9 million or $1,330 per share of First Miami common stock. 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. 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. The Merger Agreement further provides that a termination fee of $4.5 million will be payable by First Miami upon termination of the Merger Agreement under certain customary circumstances.

The completion of the Mergers is subject to the satisfaction or waiver of customary conditions, including: (i) the receipt of First Miami Stockholder Approval; (ii) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the South Carolina Board of Financial Institutions, without such approvals having resulted in the imposition of a materially burdensome regulatory condition; (iii) the effectiveness of the registration statement on Form S-4 relating to the shares of United Common Stock to be issued in the Mergers; (iv) the approval for listing on the Nasdaq Global Select Market of the shares of United Common Stock to be issued in the Mergers; the holders of no more than 7.5% of the aggregate outstanding shares of FMIA Common Stock having properly notified First Miami that they intend to exercise their dissenters? rights and other customary closing conditions. The merger agreement was unanimously approved by the boards of directors of First Miami and United. As of April 24, 2023, the registration statement was declared effective. As of May 30, 2023, the Federal Deposit Insurance Corporation approved the transaction. The transaction has also received approval from the Federal Reserve Bank of Richmond and the South Carolina Board of Financial Institutions. As of May 30, 2023, the Shareholders of First Miami Bancorp approved the transaction at its annual meeting. The transaction is expected to be completed in the third quarter of 2023. As of May 30, 2023, the transaction is expected to be completed on July 1, 2023. The transaction is expected to be accretive to United?s earnings per share, excluding transaction costs, by approximately $0.09 per share, or 3% in 2024.

Stephens Inc. and Morgan Stanley & Co. LLC acted as financial advisors to United and Brandon C. Price of Wachtell, Lipton, Rosen & Katz served as United?s legal advisor. D.A. Davidson & Co. served as financial advisor to First Miami and Robert M. Fleetwood, Joseph T. Ceithaml, Michael J. Towne and Alice Lin of Barack Ferrazzano Kirschbaum & Nagelberg LLP and Rick Del Giudice of Gozdecki, Del Giudice, Americus, Farkas & Brocato LLP served as First Miami?s legal advisors. D.A. Davidson & Co. acted as fairness opinion provider to the board of directors of FMIA. First Miami agreed to pay D.A. Davidson a cash fee of $0.1 million concurrently with the rendering of its opinion and will pay to D.A. Davidson at the time of closing of the merger a contingent cash fee equal to 1% of the aggregate consideration.

United Community Banks, Inc. (NasdaqGS:UCBI) completed the acquisition of First Miami Bancorp, Inc. (OTCPK:FMIA) for approximately $110 million on June 30, 2023. As part of the acquisition, United Community issued 3.51 million shares and paid $0.002 million cash to First Miami?s shareholders.