United Community Banks, Inc. · NYSE:UCB
United Community Banks — Merger or Acquisition (April 2015)
15 slides from United Community Banks's merger presentation, Apr 22, 2015
Slide 1: Merger of United Community Banks, Inc. and Palmetto Bancshares, Inc.
Merger of United Community Banks, Inc. and Palmetto Bancshares, Inc. → Strategic combination that accelerates growth in Upstate South Carolina markets → Financially attractive combination that is immediately accretive to earnings → Low risk transaction with identified cost savings; strong combined m
Slide 2: Forward-Looking Statements
Forward-Looking Statements Forward-Looking Statements This presentation contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will
Slide 3: Additional Information
Additional Information Additional Information and Where to Find It This communication is being made in respect of the proposed merger transaction involving United and Palmetto. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicita
Slide 4: Transaction Rationale
Transaction Rationale Enhancing a Premier Southeastern Community Bank Franchise • Consistent with United’s southeastern metro market expansion strategy • Significantly accelerates United’s Greenville expansion and leverages existing, on-the- ground, senior leadership and in-market resources • High-q
Slide 5: Transaction Terms
Transaction Terms • Option to elect $19.25 in cash or a fixed exchange ratio of 0.97 shares of United common stock for each Palmetto common share, or a Consideration combination thereof • Cash / stock election subject to proration to ensure that 30% of Palmetto shares are exchanged into cash and 70%
Slide 6: Enhancing a Premier Southeastern Community Bank Franchise
Enhancing a Premier Southeastern Community Bank Franchise Geographic Diversity (1) Contiguous Southeastern Footprint Loans Deposits INTERSTATE Nashville Knoxville 81 State ($Bn) ($Bn) INTERSTATE Tennessee 40 INTERSTATE 85 North Carolina Georgia 3.2 4.7 INTERSTATE 40 Greenville INTERSTATE 77 South Ca
Slide 7: Scalable Platform in Upstate South Carolina Markets
Scalable Platform in Upstate South Carolina Markets • United and Palmetto management teams have significant South Carolina (1) market experience and connections, which we intend to Deposits Market Share leverage to accelerate our growth in this market Rank Institution Branches $000 % 1 Wells Fargo &
Slide 8: Palmetto Overview
Palmetto Overview Palmetto Financial Highlights (3) Franchise: Assets ($MM) $1,173 Total Gross Loans ($MM) 836 • Premier deposit-gathering franchise in attractive Upstate South Carolina Deposits ($MM) 967 Tangible Common Equity ($MM) 136 • Loyal customer base given 108-year history Q1’15 ROA (%) 0.9
Slide 9: Diversified Loan and Deposit Mix
Diversified Loan and Deposit Mix UCBI Loans Palmetto Loans Combined Loans (1) Consumer & Consumer & Consumer & Other Other Auto 9% 1‐4 Family 11% 1‐4 Family 9% 1‐4 Family Commercial & 28% Commercial & 26% Commercial & 28% Industrial Industrial Industrial 15% 11% 14% Construction & Development Constr
Slide 10: Credit / Loan Portfolio Review Summary
Credit / Loan Portfolio Review Summary • Extensive loan file review by United and independent third party firm − 100% of loans exceeding $1 million reviewed − 100% of loans internally rated Monitored Credit or worse exceeding $500,000 reviewed − A majority of overall portfolio reviewed − 100% of ORE
Slide 11: Financial Assumptions and Returns
Financial Assumptions and Returns • Target Cost Savings: $15 million (~39% of non-interest expenses); realized 100% in 2016 and thereafter − Foregone expenses of approximately $5 million reflect avoidance of de novo branches and other infrastructure expenses Realistic / Conservative • Credit Mark: $
Slide 12: Value Creation for all Key Stakeholders
Value Creation for all Key Stakeholders • Highly synergistic and strategically compelling transaction with the potential to enhance value for investors Investors • Significantly increased liquidity for Palmetto shareholders • Opportunity to increase long-term shareholder returns • Shared, customer-c
Slide 13: APPENDIX
APPENDIX United COMMUNITY BANKS, . INC* ucbi.com | 13
Slide 14: Palmetto Financial Highlights
Palmetto Financial Highlights FINANCIAL HIGHLIGHTS 2011 2012 2013 2014 1Q'2015 Balance Sheet ($MM) Total Assets 1,203 1,145 1,090 1,119 1,173 (1) Total Loans 791 745 769 806 836 Company Profile Total Deposits 1,064 1,023 907 928 967 Tangible Common Equity 103 98 124 133 136 Bank Subsidiary The Palme
Slide 15: Footprint
Footprint Established and Seasoned Network of 25 Branches (coupled with 24/7/365 electronic channels) INTERSTATE Gaffney 26 NORTH CAROLINA INTERSTATE 85 Rock Hill Travelers Greer Rest Spartanburg Greenville SOUTH CAROLINA Union Easley Chester INTERSTATE 77 Simpsonville Whitmire Laurens Anderson INTE
United Community Banks — Merger or Acquisition (April 2015) on 6ix