United Community Banks Inc. and First Miami Bancorp Inc. have reached a definitive merger agreement for Greenville-based United Community Bank to purchase First Miami in an all-stock transaction valued at almost $116 million.
First Miami shareholders will receive a special cash dividend at closing from net proceeds of the sale of certain investment securities held by the bank, according to a news release. First Miami Bancorp Inc. is headquartered in South Miami, Fla., and operates First National Bank of South Miami in three offices in the Miami metro area. The company’s assets Dec. 31, 2022 included $1 billion, total loans of $594 million, and total deposits of $867 million.
In addition to traditional banking services, FNBSM offers private banking, trust and wealth management services and has approximately $310 million in assets under management, the news release said.
“We are extremely pleased to join forces with FNBSM to expand our presence in Miami,” Lynn Harton, chairman and CEO of United, said in the release. “I know firsthand the strength and vibrancy of the Miami market from my past career experience. I look forward to working with the leadership team of FNBSM to continue to grow in one of the most attractive metropolitan areas in the country.”
Under the terms of the merger agreement, First Miami shareholders will receive 40.2685 shares of United common stock for each share of First Miami common stock outstanding.
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“We believe FNBSM’s culture is a great fit with our culture at United” Harton said in the release. “We are focused on building talented, service-minded teams who are empowered to build communities one customer at a time. We also appreciate FNBSM’s strong credit focus and their ability to maintain a solid core deposit base despite a very competitive market.”
The merger agreement was unanimously approved by the boards of directors of First Miami and United. The Merger is expected to be completed in the third quarter of 2023 and is subject to customary conditions, including regulatory approval as well as the approval of First Miami’s shareholders.
“The success of the bank since its founding over 70 years ago has far exceeded our expectations and it is thanks to the dedicated employees who have made it the best community-focused, service-oriented bank in the Miami area,” W. Rockwell “Rocky” Wirtz, chairman and president of First Miami, said in the release. “We are extremely proud of the company we have built together and believe that a partnership with United represents an excellent opportunity for us to continue to serve our customers at the highest level. We value United’s commitment to its employees, customers and communities because that has always been what we stand for.”
Stephens Inc. and Morgan Stanley & Co. LLC acted as financial advisers to United, and Wachtell, Lipton, Rosen & Katz served as United’s legal adviser. D.A. Davidson & Co. served as financial adviser to First Miami, and Barack Ferrazzano Kirschbaum & Nagelberg LLP and Gozdecki, Del Giudice, Americus, Farkas & Brocato LLP served as First Miami’s legal advisers.