United Community Banks and Three Shores Bancorporation, Parent of Seaside National Bank & Trust, Announce Merger Agreement
Mar 09, 2020 08:02PM
By David Dykes
United Community Banks, Inc. (NASDAQ: UCBI), and Three Shores Bancorporation, Inc., announced a definitive agreement for UCB to acquire Three Shores, including its wholly owned subsidiary, Seaside National Bank & Trust.
Headquartered in Orlando, Seaside is a commercial lender with a wealth management platform for high net worth individuals and middle-market businesses through a network of 14 branches located in key Florida metro markets.
As of Dec. 31, Seaside reported outstanding loans totaling approximately $1.4 billion, comprised of a diversified group of small business borrowers operating in multiple industries in Florida. Additionally, Seaside operates a wealth management platform with more than $900 million of client assets.
Three Shores and Seaside were founded in 2006 by Gideon Haymaker, who continues to lead the company as president and chief executive officer. Haymaker has worked as executive vice president of private client services for SunTrust Banks for the state of Florida. Overall, he has more than 38 years of executive experience in regional banking. Following completion of the acquisition, he will become a key part of United’s team and continue to lead the Florida market.
“This transaction is consistent with our commitment to grow our commercial lending business and to deepen our client offerings,” said Lynn Harton, chairman and chief executive officer of UCB. “Seaside adds the ability to supplement our traditional retail branch and commercial model with a “branch lite” C&I focus. Our larger balance sheet and low cost funding brings capital needed to continue to grow Seaside’s business and relationships.
"Additionally, the financial returns of the transaction are not reliant on high cost savings or on revenue synergies. However, we do believe these opportunities will exist as we will be able to offer expanded products and services through our combined franchise. The business will continue to be run by Seaside’s experienced and proven management team, and our cultural compatibility and shared relationship-based approach makes this a great fit.”
Said Haymaker: “Since its inception, Seaside has focused on developing a business model with the right products, services and delivery methods that fit our target markets and client base. We believe that we have been successful at that. However, to continue growing and to become more profitable, we needed to access more permanent capital and lower cost funding.
"Our partnership with the United team provides just that, as well as the opportunity to expand the products and services that both United and Seaside bring to the partnership. I believe that the synergies that exist between our commercial lending businesses will result in tremendous success for both sides.”
The transaction is estimated to total approximately $180 million, including approximately $25 million being paid to holders of options and follow-on rights to acquire Three Shores common stock. The stock portion of the merger consideration is based upon .3300 shares of UCBI common stock being issued in exchange for each share of Three Shores common stock.
The acquisition is expected to be accretive to UCB’s earnings per share by approximately 12 cents to 14 cents in the first full year of operations and is consistent with UCB’s acquisition criteria pertaining to tangible book value and targeted internal rates of return.
The transaction is expected to be completed in the third quarter of 2020 and is subject to customary conditions, including regulatory approval as well as the approval of Three Shores’ shareholders.
“I am excited to work with Gideon as we have developed a relationship over the past few years and have been looking for an opportunity to enter the Florida markets. This is an exceptional opportunity for us, and we look forward to what the future holds together,” Harton said.
United Community Banks is a bank holding company headquartered in Blairsville, GA., with executive offices in Greenville, S.C.
United is one of the Southeast's largest financial institutions with $12.9 billion in assets and 149 offices in Georgia, North Carolina, South Carolina and Tennessee.
It operates principally through United Community Bank, its bank subsidiary, which offers community banking services for individuals, small businesses and companies. Those include consumer and commercial banking products, including mortgage, advisory, and treasury management.
Three Shores Bancorporation, Inc. is a bank holding company that operates Seaside National Bank & Trust and its subsidiaries Seaside Insurance and Seaside Capital Management, a registered investment adviser. Seaside National Bank & Trust is a nationally chartered commercial bank headquartered in Orlando, that operates in 14 cities located throughout North Florida, Central Florida, West Florida, South Florida, and the Greater Miami Area.
Through its affiliated companies, Three Shores Bancorporation, Inc. offers its clients financial services including private banking, commercial banking, wealth management, trust services, and insurance.
As of Dec. 31, Three Shores had consolidated assets of $1.9 billion, deposits of $1.5 billion, loans of $1.4 billion and stockholders’ equity of $169 million.