Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
February 13 2023 - 4:56PM
Edgar (US Regulatory)
Filed by United Community Banks, Inc.
Pursuant to Rule 425 under the Securities
Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: First Miami Bancorp, Inc.
Commission File No.: 001-35095
Date: February 13, 2023
![](https://content.edgar-online.com/edgar_conv_img/2023/02/13/0001104659-23-019801_image_002.jpg)
February 13, 2023
Dear Shareholder,
On February 13, 2023, First Miami Bancorp, Inc. (First Miami) signed an agreement to merge with United
Community Banks, Inc. (UCBI). First Miami’s wholly owned subsidiary, First National Bank of South Miami, will concurrently merge
into United Community Bank.
We are excited about joining the UCBI family and believe that it will create tremendous opportunities for our
business, our clients and our people. Based in Greenville, SC, with approximately $24 billion in assets, United Community Bank ranks as
one of the largest independent regional banks in the Southeast, operating across 6 states. More information can be found in the enclosed
document.
Once complete, shareholders of First Miami will be entitled to receive 40.2685 shares of UCBI common stock for each share of
First Miami common stock they own. All shares of UCBI common stock received in conjunction with the merger are expected to be freely tradable.
In addition, prior to closing, it is anticipated that a special cash dividend will be paid to each shareholder of First Miami.
More detailed
information regarding the Transaction will be forthcoming with the mailing of the S-4 registration statement.
For our team and our customers, it will remain
business as usual for the near term as we work with UCBI to obtain customary approvals. We anticipate closing the transaction in the
third quarter 2023, following the receipt of all required approvals.
Sincerely,
![](https://content.edgar-online.com/edgar_conv_img/2023/02/13/0001104659-23-019801_image_004.jpg) |
|
W. Rockwell Wirtz |
Bruce Wirtz MacArthur |
Chairman & President |
Chairman & Chief Executive Officer |
First Miami Bancorp, Inc. |
First
National Bank of South Miami |
* * *
5750 SUNSET DRIVE, SOUTH MIAMI, FL 33143
305.667.5511
WWW.FNBSM.COM
Member FDIC
![](https://content.edgar-online.com/edgar_conv_img/2023/02/13/0001104659-23-019801_image_002.jpg)
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
This communication 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 accretive value of the Merger to UCBI’s
earnings and the expected timing of the closing of 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 risk that the cost savings and any
revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (2) disruption from the Merger of
customer, supplier, employee or other business partner relationships, (3) the occurrence of any event, change or other circumstances that
could give rise to a delay in closing the Merger or the termination of the merger agreement, (4) the failure to obtain the necessary approval
by the shareholders of First Miami, (5) the possibility that the costs, fees, expenses and charges related to the Merger may be greater
than anticipated, (6) the ability of UCBI to obtain required governmental approvals of the Merger on the anticipated timeframe and without
the imposition of adverse conditions, (7) reputational risk and the reaction of the companies’ customers, suppliers, employees or
other business partners to the Merger, (8) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected
delay in closing the Merger, (9) the risks relating to the integration of First Miami’s operations into the operations of UCBI,
including the risk that such integration will be materially delayed or will be more costly or difficult than expected, (10) the risk of
potential litigation or regulatory action related to the Merger, (11) the risks associated with UCBI’s pursuit of future acquisitions,
(12) the risk of expansion into new geographic or product markets, (13) the dilution caused by UCBI’s issuance of additional shares
of its common stock in the Merger, and (14) general competitive, economic, political and market conditions. Further information regarding
additional factors which could affect the forward-looking statements contained in this communication can be found in the cautionary language
included under the headings “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in UCBI’s
most recent annual reports on Form 10-K and quarterly reports Form 10-Q, and other documents subsequently filed by UCBI with the SEC.
Many of these factors are beyond UCBI’s and First Miami’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 UCBI nor First Miami 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 UCBI or First Miami to
predict their occurrence or how they will affect UCBI or First Miami.
UCBI and First Miami qualify all forward-looking statements by these cautionary statements.
5750 SUNSET DRIVE, SOUTH MIAMI, FL 33143
305.667.5511
WWW.FNBSM.COM
Member FDIC
![](https://content.edgar-online.com/edgar_conv_img/2023/02/13/0001104659-23-019801_image_002.jpg)
IMPORTANT INFORMATION FOR SHAREHOLDERS AND
INVESTORS
In connection with the Merger, UCBI intends to file
with the SEC a registration statement on Form S-4 that will include a proxy statement of First Miami to be sent to First Miami’s
shareholders seeking their approval of the merger agreement. The registration statement also will contain the prospectus of UCBI to register
the shares of UCBI common stock to be issued in connection with the Merger. INVESTORS AND SHAREHOLDERS OF FIRST MIAMI ARE ENCOURAGED
TO READ THE REGISTRATION STATEMENT, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE A PART OF THE REGISTRATION STATEMENT WHEN IT
BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY UCBI OR FIRST MIAMI WITH THE SEC, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
TO THE REGISTRATION STATEMENT AND THOSE OTHER DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UCBI, FIRST MIAMI AND
THE MERGER.
The registration statement and other documents filed with the SEC may be obtained for free at the SEC’s website (www.sec.gov). You
will also be able to obtain these documents, free of charge, from UCBI at the “Investor Relations” section of UCBI’s
website at www.ucbi.com [or from First Miami at the “Investor Relations” section of First Miami’s website at www.fnbsm.com].
Copies of the definitive proxy statement/prospectus will also be made available, free of charge, by contacting United Community Banks,
Inc., P.O. Box 398, Blairsville, GA 30514, Attn: Jefferson Harralson, Telephone: (864) 240-6208, or First Miami Bancorp, Inc., 5750 Sunset
Drive, South Miami, FL 33143, Attn: Pablo Rodriguez, Telephone: (305) 662-5473.
PARTICIPANTS IN THE TRANSACTION
UCBI and First Miami, and certain of their respective directors and executive officers, under the rules
of the SEC may be deemed to be participants in the solicitation of proxies from First Miami’s shareholders in favor of the approval
of the merger agreement. Information about the directors and officers of UCBI and their ownership of UCBI common stock can be found in
UCBI’s definitive proxy statement in connection with its 2022 annual meeting of shareholders, as filed with the SEC on March 25,
2022, and other documents subsequently filed by UCBI with the SEC. Additional information regarding the interests of these participants
will also be included in the proxy statement/prospectus pertaining to the transaction if and when it becomes available. Free copies of
this document may be obtained as described above.
5750 SUNSET DRIVE, SOUTH MIAMI, FL 33143
305.667.5511
WWW.FNBSM.COM
Member FDIC
![](https://content.edgar-online.com/edgar_conv_img/2023/02/13/0001104659-23-019801_image_001.jpg)
Overview
Accolades • Proudly serving customers in Alabama, Florida, Georgia, North Carolina, South Carolina, and Tennessee, along with a
national SBA lending franchise and a national equipment lending subsidiary (Navitas) • Offers a full range of banking, wealth management,
and mortgage services for consumers and businesses • $24.0 billion in assets, $15.3 billion in total loans, and $19.9 billion in
total deposits 2 • Publicly traded on Nasdaq (UCBI) 4Q22 Financial Highlights2 • GAAP net income of $81.5 million • Operating
net income of $82.6 million3 • GAAP ROA of 1.33%; Operating ROA of 1.35%2,3 • Loan growth of 12%, annualized for the quarter
• Common dividend of $0.22 per share; up 10% YOY • Tier 1 risk-based capital 12.8% (Holding Company) United At A Glance T h
e B a n k T h a t S E R V I C E B u i l t ® With more than 70 years of proven performance and the best bankers in the industry, United
Community Bank is one of the strongest and most secure banks in the Southeast. We operate on the philosophy of providing exceptional
banking service while caring deeply for the communities we serve. NUMBER OF STATES1 6 TOTAL BANKING OFFICES1 206 TOTAL EMPLOYEES1 3,082
#1 in Customer Satisfaction with Consumer Banking in the Southeast, 8 out of the last 9 years4 - J.D. Power 100 Best Banks in America
in 2022 for the ninth consecutive year - Forbes Best Banks to Work For in 2022 for the sixth consecutive year - American Banker Award-Winning
in Small Business and Middle Market Banking Received ten Greenwich Excellence Awards in 2021 - Greenwich 1Reported as of 01/17/2023.
2Reported as of 12/31/2022. 3Excludes merger-related and other non-operating charges. 4For J.D. Power 2022 award information, visit jdpower.com/awards
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