United Bankshares, Inc. (NasdaqGS:UBSI) entered into a definitive merger agreement to acquire Carolina Financial Corporation (NasdaqCM:CARO) for approximately $1 billion on November 17, 2019. United Bankshares will issue shares for all outstanding shares of Carolina Financial with a fixed exchange ratio of 1.13 shares of United Bankshares for each share of CFC. Under the merger agreement, at the effective time of the merger each stock option of Carolina Financial that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and at each option holder's election, shall be (i) exchanged for cash in an amount equal to the product obtained by multiplying (1) the difference between (a) the volume weighted average closing price on Nasdaq of Carolina Financial common stock for the 20 full trading days ending on the second trading day immediately preceding the closing date, and (b) the exercise price (rounded to the nearest cent) for each outstanding Carolina Financial option, by (2) the number of shares of Carolina Financial common stock subject to such option or (ii) assumed by United Bankshares substantially in accordance with the terms of the agreement underlying each option, such that after the merger and without any action on the part of the holders of such option, such options shall be converted into and become stock options with respect to United Bankshares common stock, and each restricted stock grant, restricted stock unit grant and any other award in respect of a share of Carolina Financial common stock, subject to vesting, repurchase or other lapse restriction under a Carolina Financial Stock Plan that is outstanding immediately prior to the effective time of the merger (other than a Carolina Financial option) shall vest in accordance with its terms (with any performance-vesting component relating to an award granted in January 2019 being deemed to have been satisfied in full at the maximum level of performance), be cancelled and, at the election of the holder thereof, (A) converted automatically into the right to receive the merger consideration in respect of each share of Carolina Financial common stock underlying such Carolina Financial Stock award or (B) entitled to receive cash in an amount equal to the product obtained by multiplying (1) the Carolina Financial closing price by (2) the number of shares of Carolina Financial common stock underlying such Carolina Financial stock award. Upon closing, Carolina Financial will merge with and into United Bankshares so that United Bankshares is the surviving bank. CresCom Bank, a wholly- owned subsidiary of Carolina Financial, will merge with and into United Bankshares Bank, a wholly- owned subsidiary of United Bankshares. United Bank will continue to exist as a Virginia banking corporation. In case of termination of the agreement, Carolina Financial is liable to pay $39.7 million in cash to United Bankshares.

The key senior management and executives are being retained from Carolina Financial. Jerry Rexroad, President, Chief Executive Officer and Director of Carolina Financial will join United Bankshares as a board member and executive officer. Jerry Rexroad will also serve as Chairman of United Bankshares's Carolinas franchise, and will continue to serve as Chairman of CresCom's Atlanta- based Crescent Mortgage Company. The transaction is subject to approval of merger by necessary federal and state regulatory authorities, shares of United Bankshares to be issued to the holders of Carolina Financial common stock upon consummation of the merger having been authorized for listing on Nasdaq, approval by the stockholders of both United Bankshares and Carolina Financial, effectiveness of registration statement, receipt of opinions from counsel to Carolina Financial and United Bankshares that the merger will be treated as a reorganization under Section 368(a) of the Code; and that Carolina Financial and United Bankshares will each be a party to that reorganization within the meaning of Section 368(b) of the Code and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of United Bankshares and Carolina Financial. On March 12, 2020, United Bankshares and Carolina Financial Corporation received regulatory approval from the Board of Governors of the Federal Reserve System for the merger. United Bankshares and Carolina Financial previously received the necessary regulatory approval for the merger from the Virginia State Corporation Commission and the South Carolina Board of Financial Institutions. With the Federal Reserve Board approval, all requisite regulatory approvals have been received. As of April 2, 2020, the transaction was approved by the shareholders of both Carolina Financial and United Bankshares. The transaction is expected to close in the second quarter of 2020. As of March 17, 2020, the transaction is expected to close on May 1, 2020.

William Hickey, John Beckelman, Joe Regan and Matthew Murray of Sandler O'Neill & Partners, L.P. acted as financial advisors and fairness opinion providers to United Bankshares. Sandler O'Neill will receive a fee for such services in an amount equal to 0.30% of the aggregate merger consideration, which fee is contingent upon the closing of the merger. At the time of announcement of the transaction Piper Sandler's fee was approximately $3.4 million. Piper Sandler also received a $400,000 fee from United Bankshares upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee which will become payable to Piper Sandler upon closing of the transaction. Sandra M. Murphy of Bowles Rice LLP acted as legal advisor to United Bankshares. William Wagner, John Roddy, Matt Paramore and Michael Sumbs of Raymond James & Associates, Inc. acted as financial advisors and fairness opinion provider to Carolina Financial. For services rendered in connection with the delivery of its opinion, Carolina Financial paid Raymond James a fee of $1.0 million upon delivery of its opinion. Carolina Financial will also pay Raymond James a fee for advisory services in connection with the merger equal to approximately $10 million (less the fee paid upon the delivery of the opinion, the amount of which shall be deducted), which is contingent upon the closing of the merger. Neil E. Grayson and B.T. Atkinson of Nelson Mullins Riley & Scarborough LLP acted as legal advisors to Carolina Financial. Regan & Associates, Inc. acted as the proxy solicitor to Carolina Financial and Carolina Financial has agreed to pay it approximately $25,000 for these services, which includes all out of pocket expenses. Georgeson LLC acted as the information agent to United Bankshares and United Bankshares has agreed to pay $8,500 for the services rendered. Computershare Limited acted as transfer agent to United Bankshares.

United Bankshares, Inc. (NasdaqGS:UBSI) completed the acquisition of Carolina Financial Corporation (NasdaqCM:CARO) on May 1, 2020. At the effective time of the merger, Carolina Financial merged with and into United Bankshares, with United Bankshares surviving the merger. At the effective time of the merger, all of the directors and executive officers of Carolina Financial ceased serving as directors and executive officers of Carolina Financial. Jerold L. Rexroad, the former President and Chief Executive Officer of Carolina Financial, was appointed to the Board of Directors of each of United Bankshares and United Bank.