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Item 1.01
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Entry into a Material Definitive Agreement
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Transaction with Reliant Bancorp, Inc.
Agreement and Plan of Merger
On July 14, 2021, United Community Banks, Inc., a Georgia
corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)
with Reliant Bancorp, Inc., a Tennessee corporation (“Reliant”), which provides for the merger of Reliant with
and into the Company (the “Merger”). The Merger Agreement also provides for the merger of Reliant Bank, a Tennessee-chartered
commercial bank and wholly-owned subsidiary of Reliant (“Reliant Bank”) with and into United Community Bank,
a South Carolina state-chartered bank and wholly-owned subsidiary of the Company (the “Bank”). The mergers are
subject to the satisfaction or waiver of a number of conditions that are discussed below.
The Merger Agreement provides that, at the effective time
of the Merger (the “Effective Time”):
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each share of Reliant common stock (“Reliant Common Stock”) issued and outstanding
immediately prior to the Effective Time will be entitled to receive 0.9842 (the “Exchange Ratio”) shares of
common stock, $1.00 par value per share, of the Company (“Company Common Stock”);
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each outstanding share of Reliant Common Stock subject to vesting, repurchase or other lapse restrictions,
and each outstanding restricted stock unit of Reliant, will become fully vested and settle, as applicable, and be converted into the right
to receive 0.9842 shares of Company Common Stock;
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each outstanding option to purchase Reliant Common Stock will become fully vested and will, at the election
of the holder, be either (a) cancelled and exchanged for cash in an amount equal to the implied cash value of the Company Common Stock
to be issued in the Merger, less the exercise price of such option; or (b) substituted for an option to purchase a number shares of Company
Common Stock calculated based upon the Exchange Ratio at an exercise price calculated based upon the Exchange Ratio and subject to the
same expiration date as the original option;
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cash will be paid in lieu of any fractional shares of Company Common Stock; and
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each outstanding share of Company Common Stock will remain outstanding and unaffected by the Merger.
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The Merger Agreement has been approved by the boards of directors
of the Company and Reliant. The transaction is expected to close in the first quarter of 2022, subject to customary conditions, including
the approval of the holders of a majority of the outstanding shares of Reliant Common Stock (the “Reliant Shareholder Approval”).
The Merger Agreement also provides that upon completion of the Merger, the officers and directors of the Company as of immediately prior
to the Effective Time will continue to serve as the directors and officers of the surviving entity from and after the Effective Time.
The Merger Agreement contains customary representations and
warranties that each of the Company and Reliant made to each other with respect to its and its subsidiaries’
businesses, and each party also has agreed to customary covenants, including, among others, covenants relating to the conduct of
its business during the interim period between the execution of the Merger Agreement and the Effective Time. The Merger Agreement requires
Reliant to call a meeting of its shareholders for purposes of obtaining the Reliant Shareholder
Approval and, subject to certain customary exceptions, that Reliant’s board of directors recommend that its shareholders vote in
favor of the Reliant Shareholder Approval. The Merger Agreement also contains customary non-solicitation covenants on the part
of Reliant that prohibit Reliant from, subject to certain customary exceptions, soliciting proposals relating to certain alternative transaction
proposals or entering into discussions or negotiations or providing confidential information in connection with certain proposals for
an alternative transaction.
The completion of the
Merger is subject to customary conditions, including (a) receipt of the Reliant Shareholder Approval, (b) authorization for
listing on the Nasdaq Stock Market of the shares of Company Common Stock to be issued in the Merger, (c) the receipt of required
regulatory approvals, including the approval of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the South Carolina
Board of Financial Institutions, and the Tennessee Department of Financial Institutions, (d) effectiveness of the registration statement
on Form S-4 for the Company Common Stock to be issued in the Merger, and (e) the absence of any order, injunction or other
legal restraint preventing or making illegal the completion of the Merger or any of the other transactions contemplated by the Merger
Agreement. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including
(i) subject to certain qualifications, the accuracy of the representations and warranties of Reliant, in the case of the Company,
and of the Company, in the case of Reliant, (ii) performance in all material respects by Reliant, in the case of the Company, and
by the Company, in the case of Reliant, of its obligations under the Merger Agreement, and (iii) receipt by the Company and Reliant
of opinions from their respective counsel to the effect that the Merger will qualify as a “reorganization” within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Merger Agreement provides certain termination rights
for both the Company and Reliant and further provides that a termination fee equal to $18,380,000 will be payable by Reliant to the Company
upon termination of the Merger Agreement under certain circumstances, including a termination as a result of Reliant accepting a superior
transaction proposal, Reliant’s board of directors breaching its obligations to give notice of or make a recommendation in favor
of the Merger in connection with the Reliant shareholder meeting, or Reliant refraining from soliciting alternative transaction proposals.
The foregoing summary of the Merger Agreement is not complete
and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed with this Current Report on Form
8-K as Exhibits 2.1 and incorporated by reference herein.
The representations,
warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely
for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Accordingly, the representations and warranties set forth in the Merger Agreement may not describe
the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact.
In addition, such representations and warranties (i) will not survive consummation of the Merger, and (ii) were made only as
of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Merger Agreement, and that subsequent information may or
may not be fully reflected in the parties’ public disclosures. Accordingly, the inclusion of the Merger Agreement with this filing
is not intended to provide investors with any other factual information regarding the Company. Reliant, their respective affiliates or
their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the
other information regarding the Company, Reliant, their respective affiliates and their respective businesses, and the information regarding
the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4
of the Company that will include a proxy statement of Reliant and a prospectus of the Company and that will be filed with the U.S. Securities
and Exchange Commission (the “SEC”).