RELIANT BANCORP, INC. Item 1.01 Entry into a Material Definitive Agreement
On
The Merger Agreement provides that, at the effective time of the Merger (the "Effective Time"):
• each share of Reliant common stock,
Stock"), issued and outstanding immediately prior to the Effective Time will be cancelled and converted into the right to receive 0.9842 (the "Exchange Ratio") shares of common stock,$1.00 par value per share, of UCBI ("UCBI Common Stock");
• 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 UCBI Common Stock;
• 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 UCBI Common Stock to be issued in the Merger, less the exercise price of such option; or (b) cancelled with there to be substitution therefor an option to purchase a number shares of UCBI 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;
• cash will be paid in lieu of any fractional shares of UCBI Common Stock; and
• each outstanding share of UCBI Common Stock will remain outstanding and
unaffected by the Merger.
The Merger Agreement has been unanimously approved by the boards of directors of Reliant and UCBI. The Mergers are expected to close in the first quarter of 2022, subject to customary conditions, including the approval of the Merger Agreement by the shareholders of Reliant (the "Reliant Shareholder Approval").
The Merger Agreement also provides that, upon completion of the Merger, the officers and directors of UCBI 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 Reliant and UCBI makes to the 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 Merger Agreement. 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
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The Merger Agreement provides certain termination rights for both Reliant and
UCBI and further provides that a termination fee equal to
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 . . .
Item 2.02 Results of Operations and Financial Condition.
Reference is made to Item 7.01 of this Current Report on Form 8-K and to the
joint press release furnished thereunder as Exhibit 99.1 issued jointly by
Reliant and UCBI on
Item 7.01 Regulation FD Disclosure.
On
In addition, on
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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 in this Current Report on Form 8-K includes
a statement regarding the expected closing date of the Merger. Although Reliant
believes that its expectations with respect to forward-looking statements are
based upon reliable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results,
performance or events will occur when expected or that they will not differ
materially from any the results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking statements involve a
number of risks and uncertainties. For details on other factors that could
affect expectations, see the risk factors and other cautionary language included
in Reliant's annual report on Form 10-K, quarterly reports on Form 10-Q and
other filings with the
Factors that could cause or contribute to such differences include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the inability to satisfy the conditions to consummation of the Merger, including the failure to obtain the Reliant Shareholder Approval, (3) the ability of UCBI to obtain required governmental approvals for the Merger, and (4) the risk of potential litigation or regulatory action that could delay or prohibit the Merger.
Many of these factors are beyond Reliant's and UCBI'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 Reliant nor UCBI 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 Reliant or UCBI to predict their occurrence or how they will affect Reliant or UCBI.
Reliant and UCBI qualify all forward-looking statements by these cautionary statements.
IMPORTANT INFORMATION FOR SHAREHOLDERS AND INVESTORS
In connection with the proposed Merger, UCBI intends to file a registration
statement on Form S-4 with the
Investors are urged to review carefully and consider all public filings by
Reliant and UCBI with the
This communication is for informational purposes only and 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
Reliant and UCBI and certain of their respective directors and executive
officers, under the rules of the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits The following exhibit index lists the exhibits that are either filed
or furnished with this Current Report on Form 8-K.
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