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Item 7.01
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Regulation
FD Disclosure
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On May 27, 2021, United Community
Banks, Inc. (the “Company”) and Aquesta Financial Holdings, Inc. (“Aquesta”) announced
that they had entered into a definitive merger agreement. The agreement provides for the acquisition of Aquesta and Aquesta Bank, Aquesta’s
wholly-owned bank subsidiary, by the Company and United Community Bank, the Company’s wholly-owned bank subsidiary, respectively.
The transaction is expected
to close in the fourth quarter of 2021, subject to the receipt of regulatory approvals and the approval of Aquesta’s stockholders.
Under the terms of the agreement,
Aquesta stockholders will be entitled to elect to receive, in respect of each share of Aquesta common stock held by them, either 0.6386
shares of common stock of the Company or $21.50 in cash, provided that the aggregate consideration issued by the Company will be prorated
as necessary to ensure that no more than 30% of the aggregate consideration is issued in cash.
A copy of the joint press
release issued by the Company and Aquesta is furnished as Exhibit 99.1 to this Current Report on Form 8-K. In addition, the Company has
posted on the “Investor Relations—Presentations” page of its website (ir.ucbi.com/events-and-presentations) an investor
presentation related to its acquisition of Aquesta. A copy of the investor presentation is furnished as Exhibit 99.2 to this Current
Report on Form 8-K.
Cautionary Statements
Regarding Forward-Looking Information.
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In general, forward-looking statements usually
may be identified through use of words such as “may,” “believe,” “expect,” “anticipate,”
“intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue”
and “potential” or the negative of these terms or other comparable terminology, and include statements related to the expected
timing of the closing of the merger of Aquesta with and into the Company (the “Merger”). Forward-looking statements
are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made,
with regard to the matters addressed; they are not guarantees of future performance. Actual
results may prove to be materially different from the results expressed or implied by the forward-looking statements. Forward-looking
statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial
condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or
contribute to such differences include, but are not limited to (1) the failure to obtain the necessary approval by the stockholders of
Aquesta, (2) the ability of the Company to obtain required governmental approvals of the Merger, (3) the failure of the closing conditions
in the definitive merger agreement to be satisfied, or any unexpected delay in closing the Merger, and (4) the risk of potential litigation
or regulatory action related to the Merger. Further information regarding additional factors which could affect the forward-looking statements
can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward-Looking Statements”
and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and other documents
subsequently filed by the Company with the SEC.
Many
of these factors are beyond the Company’s and Aquesta’s ability to control or predict. If one or more events related to these
or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially
from the forward-looking statements. Accordingly, shareholders and investors should not place undue reliance on any such forward-looking
statements. Any forward-looking statement speaks only as of the date of this communication, and neither the
Company nor Aquesta undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible
for the Company or Aquesta to predict their occurrence or how they will affect the Company or Aquesta. The Company and Aquesta qualify
all forward-looking statements by these cautionary statements.
IMPORTANT
INFORMATION FOR SHAREHOLDERS AND INVESTORS
In connection with the proposed
Merger, the Company intends to file a registration statement on Form S-4 with the SEC to register the shares of the Company’s common
stock that will be issued to Aquesta’s shareholders in connection with the Merger. The registration statement will include a proxy
statement/prospectus and other relevant materials in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS, PRIOR TO MAKING
ANY INVESTMENT OR VOTING DECISION, ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE
(AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE
INTO THE PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER. Investors
and security holders may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.
Investors and security holders may also obtain free copies of the documents filed with the SEC by the Company on its website at www.ucbi.com.
This
communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.
PARTICIPANTS
IN THE SOLICITATION
The Company, Aquesta and certain
of their directors and executive officers may be deemed participants in the solicitation of proxies from Aquesta shareholders in connection
with the proposed Merger. Information regarding the directors and executive officers of the Company and Aquesta and other persons who
may be deemed participants in the solicitation of the shareholders of Aquesta in connection with the Merger will be included in the proxy
statement/prospectus for Aquesta’s special meeting of shareholders, which will be filed by the Company with the SEC. Information
about the directors and officers of the Company and their ownership of the Company’s common stock can also be found in the Company’s
definitive proxy statement in connection with its 2021 annual meeting of shareholders, as filed with the SEC on March 30, 2021, and other
documents subsequently filed by the Company with the SEC. Additional information regarding the interests of such participants will be
included in the proxy statement/prospectus and other relevant documents regarding the Merger filed with the SEC when they become available.