United Bankshares, Inc. · NASDAQ:UBSI
United Bankshares — Merger or Acquisition (November 2019)
13 slides from United Bankshares's merger presentation, Nov 18, 2019
Slide 1: United Bankshares, Inc. to Acquire Carolina Financial Corporation
Richard M. Adams Chairman of the Board & Chief Executive Officer W. Mark Tatterson Chief Financial Officer & Executive Vice President United Bankshares, Inc. to Acquire Carolina Financial Corporation Combining to Form Leading Community Bank in the Southeast and Mid-Atlantic November 18, 2019 www.UBS
Slide 2: Forward Looking Statements
Forward Looking Statements This presentation and statements made by United Bankshares, Inc. (“United”) and its management 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 s
Slide 3: Creates Significant Strategic and Financial Value
Creates Significant Strategic and Financial Value ï,§ Provides increased scale to drive growth, investment and innovation Meaningfully ïƒ~ ~$25.1 Billion in pro forma total assets Enhances ï,§ Complementary market presence across the Mid-Atlantic and Southeast regions Franchise Value ï,§ More compre
Slide 4: Overview of the Carolina Financial Corp. Franchise
Overview of the Carolina Financial Corp. Franchise Company Profile Company Overview Branch network is pro forma for pending acquisition of Carolina Trust BancShares, Inc. Note: Financial data as of September 30, 2019 and does not include pending acquisition of Carolina Trust BancShares, Inc. (NASDAQ
Slide 5: Pro Forma Franchise Overview
Pro Forma Franchise Overview Pro Forma Highlights Pro Forma Franchise Footprint Total Deposits Total Assets Net Loans Tangible Equity ~$17.8 Billion ~$25.1 Billion ~$17.5 Billion ~$2.3 Billion UBSI 156 Locations CARO 73 Branches Note: Information is estimated pro forma for pending acquisition of Car
Slide 6: Transaction Overview
Transaction Overview Fixed exchange ratio of 1.13x 100% stock consideration Exchange Ratio and Consideration CARO and UBSI shareholder approval Customary regulatory approvals Anticipated closing in 2Q 2020 (Anticipated closing of CART acquisition in 4Q 2019) Timing and Approvals Transaction Value¹²
Slide 7: Carolina Financial Corporation Market Overview
Carolina Financial Corporation Market Overview Charleston, S.C. Top 30 best in the country for business and careers (Forbes 2018) Recent expansions of Boeing, Volvo, and Mercedes facilities Charlotte, N.C. Charlotte is the largest metropolitan area in the Carolinas with total population in excess of
Slide 8: Meaningful Presence in High Growth Markets
Meaningful Presence in High Growth Markets Projected Population Growth (2020 – 2025) | Southeast Region 9.2% 7.8% 7.7% 7.1% 7.0% 6.2% 6.1% 6.1% 5.5% United States 3.3% Projected Population Growth (%) Myrtle Beach, SC-NC MASA Raleigh, NC MASA Charleston, SC MASA Wilmingron, NC MASA Charlotte, NC-SC M
Slide 9: Attractive Loan and Deposit Mix
Attractive Loan and Deposit Mix UBSI CARO¹ Pro Forma Loan Mix Deposit Mix Pro forma for the pending acquisition of Carolina Trust BancShares, Inc. excluding purchase accounting adjustments Note: UBSI and CARO loan and deposit composition as of September 30, 2019 per holding company regulatory filing
Slide 10: Key Merger Assumptions
Key Merger Assumptions Earnings ï,§ Projections based on Median Consensus estimates Estimates ï,§ Cost savings: 25% of CARO’s non-interest expense base Synergies ï,§ Revenue enhancements identified but not modeled Core Deposit ï,§ 2.5% of CARO’s non-time deposits amortized sum of the years digits ov
Slide 11: Proven Track Record of Successful Acquisitions
Proven Track Record of Successful Acquisitions Proven track record of successful acquisitions… …while remaining focused on providing strong returns for their shareholders Estimated pro forma for the pending acquisition of Carolina Trust BancShares, Inc. Proxy peers as defined in the 2019 Proxy State
Slide 12: Identifiable Opportunity in the Carolinas
Identifiable Opportunity in the Carolinas Source: S&P Global Market Intelligence, FDIC Over the last 10 years, the number of commercial banks in the Carolinas has declined by over 50% as a result of consolidation among community banks Significant scarcity value of Carolina Financial Corporation give
Slide 13: Transaction Highlights
Transaction Highlights Continues United’s history of successful bank M&A transactions Carolina Financial Corporation will be UBSI’s 32nd Acquisition Acquisition of a high-performing bank that provides geographic diversification Continuation of the strategic expansion into high growth markets in the
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