United Bankshares and Carolina Financial, the parent company of CresCom Bank, have entered into a definitive merger agreement.
The combined organization will have approximately $25 billion in assets and will rank in the top 35 largest banks in the U.S. based on market capitalization. The transaction will result in a combined company with more than 200 locations in some of the most desirable banking markets in the nation.
United will acquire 100% of the outstanding shares of Carolina Financial in exchange for common shares of United. The exchange ratio will be fixed at 1.13 of United’s shares for each share of Carolina Financial, resulting in an aggregate transaction value of approximately $1.1 billion.
“We are excited about our partnership with Carolina Financial Corporation and the opportunities it affords both organizations. Our companies share complementary cultures, a commitment to our customers, and a focus on serving our communities. This transaction represents a significant step towards continuing to grow United’s presence in the Carolinas,” said Richard M. Adams, United’s chairman and CEO.
United, with locations in seven states plus the District of Columbia, entered the North and South Carolina markets in 2017.
Carolina Financial CEO Jerry Rexroad will join United as a board member and executive officer. He will also serve as chairman of United’s Carolinas franchise, and will continue to serve as chairman of CresCom’s Atlanta-based Crescent Mortgage Company.
The merger agreement has been unanimously approved by the boards of directors of both companies. Carolina Financial will merge into United, and CresCom will merge into United Bank, with United and United Bank being the surviving entities. Carolina Financial’s pending acquisition of North Carolina-based Carolina Trust BancShares is expected to close prior to year-end 2019.
Sandler O’Neill & Partners served as financial advisor, and Bowles Rice provided legal counsel to United.
Raymond James. served as financial advisor, and Nelson Mullins Riley & Scarborough served as legal counsel to Carolina Financial.
Carolina Financial is headquartered in Charleston, SC and is the parent company of CresCom Bank.
Carolina Trust BancShares, which is being acquired by Carolina Financial, is a bank holding company and the parent company of Carolina Trust Bank with approximately $623 million in assets as of September 30, 2019.