As filed with the Securities and Exchange Commission on August 5, 2021

Registration No. 333-258278​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to
FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNITED COMMUNITY BANKS, INC.

(Exact Name of Registrant as Specified in its Charter)

125 Highway 515 East
Blairsville, Georgia 30512
(706) 781-2265

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)​

Melinda Davis Lux
General Counsel and Corporate Secretary
United Community Banks, Inc.
2 West Washington Street, Suite 700
Greenville, South Carolina 29601
Telephone: (864) 241-8736

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)​

Copies to:

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective and upon completion of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The Information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities, and it is not soliciting the purchase of these securities in any jurisdiction in which such offer, solicitation, or sale is not permitted.

PRELIMINARY — SUBJECT TO COMPLETION — DATED AUGUST 5, 2021

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Aquesta Financial Holdings, Inc.:

On May 26, 2021, United Community Banks, Inc., which we refer to as United, and Aquesta Financial Holdings, Inc., which we refer to as Aquesta, entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the merger agreement, that provides for the combination of United and Aquesta. Under the merger agreement, Aquesta will merge with and into United, with United as the surviving corporation, in a transaction we refer to as the merger. Immediately following completion of the merger, Aquesta Bank, now a wholly-owned subsidiary of Aquesta, will merge with and into United Community Bank, a wholly-owned subsidiary of United, with United Community Bank as the surviving bank, in a transaction we refer to as the bank merger. The acquisition is intended to expand United’s presence in attractive North Carolina markets and strengthen its position in the state.

Pursuant to the terms and subject to the conditions set forth in the merger agreement, at the effective time of the merger, each outstanding share of Aquesta common stock (including each outstanding share of Aquesta Series A convertible perpetual preferred stock, which we refer to as Aquesta preferred stock, which will automatically convert to 100 shares of Aquesta common stock immediately prior to the merger) (except for treasury stock or shares owned by Aquesta or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by Aquesta stockholders who properly exercise dissenters’ rights) will be converted into the right to receive, without interest, at the election of the holder, one of the following: (i) 0.6386 shares of United common stock, which we refer to as the stock consideration; (ii) $21.50 in cash, which we refer to as the cash consideration; or (iii) a combination of cash and United common stock. Aquesta stockholders will have the right to elect the form of consideration paid, subject to the limitations that at least 70% of Aquesta’s outstanding shares of common stock will be exchanged for United common stock and no more than 30% of Aquesta’s outstanding shares of common stock will be exchanged for cash consideration. Cash will be paid in lieu of the issuance of fractional shares of United common stock.

Although the number of shares of United common stock that each Aquesta stockholder will receive is fixed, the market value of the merger consideration will fluctuate with the market price of United common stock and may not be known at the time Aquesta stockholders vote on the merger agreement. Based on the closing price of United common stock on the NASDAQ Global Select Market on May 26, 2021, the last trading day preceding the date of public announcement of the merger, the value of the per share merger consideration payable to holders of Aquesta common stock and Aquesta preferred stock was approximately $21.58. We urge you to obtain current market quotations for United (currently traded on The NASDAQ Global Select Market under the trading symbol “UCBI”). Aquesta common stock is quoted on the OTC Pink Open Market under the trading symbol “AQFH.” Aquesta preferred stock is not listed or quoted on any exchange.

Based on the number of shares of Aquesta common stock and Aquesta preferred stock outstanding as of July 30, 2021, if all Aquesta stockholders were to elect stock consideration and no Aquesta stockholders elected cash consideration, United would expect to issue approximately 3,514,417 shares of United common stock to Aquesta stockholders upon completion of the merger, and current Aquesta stockholders would own approximately 3.89% of United common stock immediately following the merger. On the other hand, if 70% of Aquesta’s outstanding shares of common stock were to be exchanged for United common stock and 30% of Aquesta’s outstanding shares of common stock were to be exchanged for cash consideration, United would expect to issue approximately 2,460,092 shares of United common stock to Aquesta stockholders upon completion of the merger, and current Aquesta stockholders would own approximately 2.75% of United common stock immediately following completion of the merger. Any increase or decrease in the number of outstanding shares of Aquesta common stock or Aquesta preferred stock that occurs for any reason before the completion of the merger will cause the actual number of shares of United common stock issued upon completion of the merger to change.

The annual meeting of Aquesta stockholders, which we refer to as the Aquesta annual meeting, will be held on September 15, 2021 at 5:00 p.m., Eastern Daylight Time. Among other matters, at the Aquesta annual meeting, holders of Aquesta common stock and Aquesta preferred stock will be asked to vote to adopt and approve the merger agreement as described in this proxy statement/prospectus. Aquesta stockholders will also be asked to approve a proposal to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the merger agreement, as described in this proxy statement/prospectus. Certain holders of Aquesta common stock and preferred stock have entered into voting and support agreements with United pursuant to which they have agreed to vote “FOR” the approval of the merger agreement, subject to the terms of the voting and support agreements.

Aquesta’s board of directors has determined and declared that the merger agreement, the merger, and the transactions contemplated by the merger agreement are advisable and in the best interests of Aquesta and its stockholders, has unanimously authorized, adopted and approved the merger agreement, the merger, and the transactions contemplated by the merger agreement, and unanimously recommends that Aquesta stockholders vote “FOR” the proposal to adopt and approve the merger agreement, “FOR” each of the four director nominees, “FOR” the independent auditor ratification proposal, and “FOR” the proposal to adjourn the Aquesta annual meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt and approve the merger agreement.

This document, which serves as a proxy statement for the Aquesta annual meeting and as a prospectus for the shares of United common stock to be issued in the merger to Aquesta stockholders, describes the Aquesta annual meeting, the merger, the documents related to the merger, and other related matters. Please carefully read this entire proxy statement/prospectus, including the “Risk Factors,” beginning on page 21, for a discussion of the risks relating to the proposed merger. You can also obtain information about United from documents that United has filed with the Securities and Exchange Commission.

If you have any questions concerning the merger, you should contact Kristin Couch, Aquesta’s Chief Financial Officer, at (704) 439-4343 or kcouch@aquestabank.com.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the merger or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either United or Aquesta, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [•], 2021, and it is first being mailed or otherwise delivered to the stockholders of Aquesta on or about [•], 2021.

 

AQUESTA FINANCIAL HOLDINGS, INC.
19510 Jetton Road
Cornelius, North Carolina 28031

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held September 15, 2021

NOTICE is hereby given that the annual meeting of stockholders of Aquesta Financial Holdings, Inc., which we refer to as Aquesta, will be held as follows:

The purposes of the meeting are:

1.

To consider a proposal to approve the Agreement and Plan of Merger and Reorganization, dated as of May 26, 2021, which we refer to as the merger agreement, by and between United Community Banks, Inc, which we refer to as United, and Aquesta, pursuant to which Aquesta will be merged with and into United and pursuant to which United will issue shares of its common stock as more particularly described in the accompanying proxy statement/prospectus.

​

2.

To elect four members of Aquesta’s board of directors.

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3.

To ratify the appointment of Wipfli LLP as Aquesta’s independent auditor for 2021.

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4.

To consider a proposal to authorize management to adjourn the annual meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the merger agreement.

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5.

To transact such other business as may properly be presented for action at the meeting.

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Aquesta will transact no other business at the annual meeting, except for business that may properly come before the annual meeting or any adjournment thereof in accordance with applicable law. Only Aquesta stockholders of record at the close of business on July 30, 2021 will be entitled to notice of and to vote at the meeting or any adjournment thereof. After careful consideration, Aquesta’s board of directors has determined that the merger is advisable and in the best interests of Aquesta’s stockholders and unanimously recommends that Aquesta stockholders vote “FOR” all of the proposals described in the accompanying materials.

Aquesta stockholders are entitled to assert dissenters’ rights with respect to the proposal to approve the merger agreement. Your dissenters’ rights are conditioned on your strict compliance with the requirements of Sections 92A.300 – 92A.500 of Chapter 92A of the Nevada Revised Statutes. The full text of Sections 92A.300 – 92A.500, inclusive, are attached as Annex C to this proxy statement/prospectus.

Regardless of whether you plan to attend the annual meeting, we urge you to return the enclosed proxy card in order to indicate your vote as soon as possible. Aquesta stockholders may also vote electronically by internet by following the instructions for voting provided on the enclosed proxy card. The giving of an appointment of proxy will not affect your right to revoke it or to attend the meeting and vote in person. If your stock is held in the name of a broker, bank or other fiduciary, please follow the instructions on the voting instruction card provided by such person. If you wish to attend the annual meeting and vote in person and your stock is held in the name of a broker, trust, bank or other nominee, you must bring with you a proxy or letter from the broker, trustee, bank or nominee to confirm your beneficial ownership of the stock.

By Order of the Board of Directors

Jim Engel
President and Chief Executive Officer
August [•] 2021

 

 

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-258278) filed with the SEC by United Community Banks, Inc., which we refer to as United, constitutes a prospectus of United under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of United common stock to be issued to Aquesta stockholders pursuant to the Agreement and Plan of Merger and Reorganization, dated as of May 26, 2021, which we refer to as the merger agreement. This proxy statement/prospectus incorporates important business and financial information about United from documents filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this proxy statement/​prospectus. You can obtain any of the documents filed with or furnished to the SEC by United at no cost from the SEC’s website at http://www.sec.gov. You may also request copies of these documents, including documents incorporated by reference in this proxy statement/prospectus, at no cost by contacting United at the following address:

United Community Banks, Inc.
125 Highway 515 East
Blairsville, Georgia 30512
Attention: Investor Relations
Telephone: (706) 781-2265

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, Aquesta stockholders must request them no later than five business days before the date of the Aquesta annual meeting. This means that Aquesta stockholders requesting documents must do so by September 8, 2021.

You should rely only on the information contained in, or incorporated by reference into, this document. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this document. This document is dated [•], 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such document. Neither the mailing of this document to Aquesta stockholders, nor the issuance by United of shares of United common stock in connection with the merger, will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding United has been provided by United and information contained in this document regarding Aquesta has been provided by Aquesta.

Please see “Where You Can Find More Information” for more details.

 

 

TABLE OF CONTENTS

 

i

 

 

ii

 

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following are some questions that you may have about the merger and the Aquesta annual meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/​prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger or the Aquesta annual meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information.”

Q:

What is the merger?

​

A:

United and Aquesta have entered into an Agreement and Plan of Merger and Reorganization, dated as of May 26, 2021, which we refer to as the merger agreement. Under the merger agreement, Aquesta will merge with and into United, with United continuing as the surviving corporation, in a transaction we refer to as the merger. Immediately following the completion of the merger, Aquesta Bank, a wholly-owned subsidiary of Aquesta, will merge with and into United Community Bank, a wholly-owned subsidiary of United, with United Community Bank continuing as the surviving bank, in a transaction we refer to as the bank merger. A copy of the merger agreement is included in this proxy statement/​prospectus as Annex A.

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The merger cannot be completed unless, among other things, Aquesta stockholders approve the merger proposal.

Q:

Why am I receiving this proxy statement/prospectus?

​

A:

We are delivering this document to you because it is a proxy statement being used by the Aquesta board of directors to solicit proxies of Aquesta stockholders in connection with approval of the merger agreement, the merger and related matters.

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Aquesta has called its annual meeting of its stockholders, at which, among other things, Aquesta stockholders will be asked to approve the merger and related matters. This document serves as the proxy statement for the Aquesta annual meeting and describes the proposals to be presented at the Aquesta annual meeting.

Finally, this document is also a prospectus that is being delivered to Aquesta stockholders because, in connection with the merger, United will be issuing to Aquesta stockholders shares of United common stock as part of the merger consideration.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the Aquesta annual meeting and important information to consider in connection with an investment in United common stock. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of Aquesta common stock voted by proxy without attending the Aquesta annual meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Q:

What are Aquesta stockholders being asked to vote on at the Aquesta annual meeting?

​

A:

Aquesta is soliciting proxies from its stockholders with respect to the following proposals:

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•

a proposal to adopt and approve the merger agreement, which we refer to as the merger proposal;

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•

a proposal to elect four members of the Aquesta board of directors;

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•

a proposal to ratify the appointment of Wipfli LLP as Aquesta’s independent auditor for 2021; and

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•

a proposal to adjourn the Aquesta annual meeting, if necessary or appropriate, for the purpose of soliciting additional proxies in favor of the merger proposal, which we refer to as the adjournment proposal.

​

Q:

What will Aquesta stockholders receive in the merger?

​

A:

If the merger closes, each share of Aquesta Series A convertible perpetual preferred stock, which we

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1

 

refer to as Aquesta preferred stock will automatically convert to 100 shares of Aquesta common stock immediately prior to the closing, and each issued and outstanding share of Aquesta common stock (including such converted shares of Aquesta preferred stock) will then be exchanged, without interest, for either (i) 0.6386 shares of United common stock, which we refer to as the stock consideration; (ii) $21.50 in cash, which we refer to as the cash consideration; or (iii) a combination of cash and United common stock (except for treasury stock or shares owned by Aquesta or United, in each case, other than in a fiduciary or agency capacity or as a result of debts previously contracted, and shares held by stockholders who properly exercise dissenters’ rights). Aquesta stockholders will have the opportunity to elect the form of consideration they would prefer to receive in the merger, subject to the limitations that at least 70% of Aquesta’s outstanding shares of common stock will be exchanged for United common stock and no more than 30% of Aquesta’s outstanding shares of common stock will be exchanged for cash consideration. United will not issue fractional shares in the merger. Instead, each Aquesta stockholder that would otherwise have been entitled to receive a fraction of a share of United common stock will received cash (without interest) in an amount equal to such fractional part of a share of United common stock multiplied by the average closing price of a share of United common stock on NASDAQ for the twenty (20) consecutive trading days ending at the trading day immediately prior to the closing date of the merger. Based on the number of shares of Aquesta common stock and Aquesta preferred stock outstanding as of July 30, 2021, if all Aquesta stockholders were to elect stock consideration and no Aquesta stockholders elected cash consideration, United would expect to issue approximately 3,514,417 shares of United common stock to Aquesta stockholders upon completion of the merger, and current Aquesta stockholders would own approximately 3.89% of United common stock immediately following the merger. On the other hand, if 70% of Aquesta’s outstanding shares of common stock were to be exchanged for United common stock and 30% of Aquesta’s outstanding shares of common stock were to be exchanged for cash consideration, United would expect to issue approximately 2,460,092 shares of United common stock to Aquesta stockholders upon completion of the merger, and current Aquesta stockholders would own approximately 2.75% of United common stock immediately following completion of the merger. Any increase or decrease in the number of outstanding shares of Aquesta common stock or Aquesta preferred stock that occurs for any reason before the completion of the merger will cause the actual number of shares of United common stock issued upon completion of the merger to change.

Q:

If I am a holder of Aquesta preferred stock, what happens to my shares as a result of the merger?

​

A:

If you are a holder of Aquesta preferred stock, each share of your Aquesta preferred stock will automatically convert, immediately prior to the closing of the merger, into 100 shares of Aquesta common stock. Holders of such newly converted shares of Aquesta common stock will then be entitled to the same merger consideration as the other holders of Aquesta common stock, as described in the immediately preceding Q&A and further detailed in the merger agreement.

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Q:

How will the merger affect Aquesta restricted stock awards?

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A:

Under the merger agreement, at the effective time, each outstanding Aquesta restricted stock award will vest and be cancelled and converted automatically into the right to receive the merger consideration in respect of each share of Aquesta common stock underlying such restricted stock award.

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Q:

How will the merger affect Aquesta stock options and warrants?

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A:

At the effective time, each outstanding option or warrant to purchase shares of Aquesta common stock will vest and (i) if the holder thereof delivers a stock option or warrant, as applicable, cash-out agreement as contemplated by the merger agreement at least 5 days prior to the closing of the merger, shall be cancelled and converted automatically into the right to receive a cash payment equal to the product of (A) the excess; if any, of (1) the product of the 0.6386 exchange ratio multiplied by the average buyer stock price (as defined in the merger agreement) over (2) the exercise price with respect to such stock option or warrant, as applicable, multiplied by (B) the number of shares of Aquesta common stock underlying such option or warrant, as applicable, or (ii) if the holder does not timely deliver such a stock option or warrant, as applicable, cash-out agreement, shall be cancelled and converted automatically into the right to receive an option or warrant, as applicable, to purchase a number of shares of United common stock equal to 0.6386 multiplied by the number of shares of

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2

 

Aquesta common stock subject to such option or warrant, as applicable, with an exercise price equal to the exercise price per share of such option or warrant, as applicable, divided by 0.6386 and an expiration date commensurate with the option being replaced.

For further information, see “The Merger Agreement — Treatment of Aquesta Restricted Stock, Stock Options and Warrants,” beginning on page 72.

Q:

What are the U.S. federal income tax consequences of the merger to Aquesta stockholders?

​

A:

It is intended that the merger qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. It is a condition to the completion of the merger that Aquesta receive a written opinion from its counsel to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a)(1)(A) of the Code. If the merger so qualifies, a U.S. holder (as defined under “Material U.S. Federal Income Tax Consequences”) of Aquesta common stock or Aquesta preferred stock generally will not recognize gain or loss for U.S. federal income tax purposes upon the exchange of shares of Aquesta common stock and Aquesta preferred stock, as applicable, for shares of United common stock pursuant to the merger, except with respect to any cash received in lieu of fractional shares of United common stock or from the exercise of dissenters’ rights. For further information, see “Material U.S. Federal Income Tax Consequences” beginning on page 84.

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Aquesta stockholders should consult their own tax advisors for a full understanding of the particular tax consequences of the merger to them.

Q:

If I am an Aquesta stockholder, should I send in my Aquesta stock certificate(s) now?

​

A:

No. Please do not send in your Aquesta stock certificate(s) with your proxy. After the merger, an exchange agent will send you instructions for exchanging Aquesta stock certificates for the merger consideration. See “The Merger Agreement — Exchange and Payment Procedures.”

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Q:

What should I do if I hold my shares of Aquesta common stock or Aquesta preferred stock in book-entry form?

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A:

You are not required to take any additional actions in connection with the conversion at the effective time of the merger of your shares of Aquesta common stock or Aquesta preferred stock into shares of United common stock if your shares of Aquesta common stock or Aquesta preferred stock are held in book-entry form. After the completion of the merger, shares of Aquesta common stock and Aquesta preferred stock held in book-entry form will automatically be exchanged for book-entry shares of United common stock.

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Q:

Will the value of the stock consideration that forms a part of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

​

A:

Yes. The value of the stock consideration that forms a part of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for United common stock. Any fluctuation in the market price of United common stock after the date of this proxy statement/prospectus will change the value of the shares of United common stock received by Aquesta stockholders who receive stock consideration in the merger.

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Q:

How does the Aquesta board of directors recommend that I vote at the Aquesta annual meeting?

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A:

The Aquesta board of directors unanimously recommends that you vote “FOR” the merger proposal “FOR” each of the four director nominees, “FOR” the independent auditor ratification proposal, and “FOR” the adjournment proposal.

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Q:

When and where is the Aquesta annual meeting?

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A:

The Aquesta annual meeting will be held on September 15, 2021 at 5:00 p.m., Eastern Daylight Time at Aquesta Bank’s corporate headquarters located at 19510 Jetton Road, Cornelius, North Carolina 28031.

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3

 

Q:

What do I need to do now?

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A:

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the Aquesta annual meeting. If you hold your shares in your name as a stockholder of record, you must complete, sign, date, and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote before the annual meeting through the Internet. Information and applicable deadlines for voting through the Internet are set forth in the enclosed proxy card instructions. If you hold your shares in “street name” through a bank or broker, you must direct your bank or broker how to vote in accordance with the instructions you have received from your bank or broker.

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Q:

What constitutes a quorum for the Aquesta annual meeting?

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A:

The presence at the Aquesta annual meeting, in person or by proxy, of a majority of the outstanding shares of Aquesta common stock and a majority of the outstanding shares of Aquesta preferred stock will constitute a quorum for the transaction of business. Abstentions will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

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Q:

What is the vote required to approve each proposal at the Aquesta annual meeting?

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A:

Merger proposal

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•

Standard:   Approval of the merger proposal requires the affirmative votes of holders of a majority of the outstanding shares of each of (i) Aquesta common stock and (ii) Aquesta preferred stock, voting as separate classes.

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•

Effect of abstentions and broker non-votes:   If you fail to vote, mark “ABSTAIN” on your proxy, or fail to instruct your bank or broker with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.

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Election of directors

•

Standard:   The four nominees receiving the greatest number of votes of Aquesta common stock will be elected.

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•

Effect of abstentions and broker non-votes:   Abstentions and broker non-votes will have no effect on the outcome of the director election proposal.

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Auditor ratification proposal

•

Standard:   Approval of the auditor ratification proposal requires that the number of votes of Aquesta common stock cast in favor of the proposal exceed the votes cast against the proposal.

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•

Effect of abstentions and broker non-votes:   Abstentions and broker non-votes will have no effect on the outcome of the auditor ratification proposal.

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Adjournment proposal

•

Standard:   Approval of the adjournment proposal requires that the number of votes of Aquesta common stock and Aquesta preferred stock, voting together as a single class, cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal.

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•

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the Aquesta annual meeting, or fail to instruct your bank or broker how to vote with respect to the adjournment proposal, you will be deemed not to have cast a vote with respect to the proposal and it will have no effect on the adjournment proposal.

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For information regarding the voting and support agreements between United and certain holders of shares of Aquesta common stock and Aquesta preferred stock, see “Information About The Aquesta Annual meeting — Shares Held by Directors and Executive Officers” beginning on page 28.

 

4

 

Q:

If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?

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A:

No. Your bank or broker cannot vote your shares without instructions from you. If your shares are held in “street name” through a bank, broker, or other holder of record, you must provide the record holder of your shares with instructions on how to vote the shares. Please follow the voting instructions provided by the bank or broker. You may not vote shares held in street name by returning a proxy card directly to Aquesta, or by voting in person at the Aquesta annual meeting, unless you provide a “legal proxy,” which you must obtain from your broker, bank, or other nominee. Further, brokers, banks, or other nominees who hold shares of Aquesta common stock or Aquesta preferred stock on behalf of their customers may not give a proxy to Aquesta to vote those shares with respect to any of the proposals without specific instructions from their customers, as brokers, banks, and other nominees do not have discretionary voting power on these matters. Failure to instruct your bank or broker how to vote will have the same effect as a vote “AGAINST” the merger proposal.

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Q:

Why is my vote important?

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A:

If you do not vote, it will be more difficult for Aquesta to obtain the necessary quorum to hold the Aquesta annual meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank or broker how to vote, or abstention will have the same effect as a vote “AGAINST” the merger proposal.

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Q:

Can I change my vote?

​

A:

Yes. If you are a holder of record of Aquesta common stock or Aquesta preferred stock, you may change your vote at any time before your shares are voted at the Aquesta annual meeting by: (1) signing and returning another valid proxy card with a later date, (2) submitting another valid proxy by the Internet with a later date, (3) prior to the annual meeting, delivering a written notice of revocation to Aquesta’s Corporate Secretary at the following address: Aquesta Financial Holdings, Inc., 19510 Jetton Road, Cornelius, North Carolina 28031

​

If you hold your shares in “street name” through a bank, broker, or other holder of record, you should contact your record holder to change your vote.

Q:

What should I do if I receive more than one set of voting materials?

​

A:

Aquesta stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of Aquesta common stock and/or Aquesta preferred stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of Aquesta common stock and/or Aquesta preferred stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this proxy statement/prospectus to ensure that you vote every share of Aquesta common stock and Aquesta preferred stock that you own.

​

Q:

Will Aquesta be required to submit the merger proposal to its stockholders even if the Aquesta board of directors has withdrawn, modified, or qualified its recommendation?

​

A:

Yes. Unless the merger agreement is terminated before the Aquesta annual meeting, Aquesta is required to submit the merger proposal to its stockholders even if the Aquesta board of directors has withdrawn, modified or qualified its recommendation that Aquesta stockholders adopt and approve the merger agreement.

​

Q:

Are Aquesta stockholders entitled to dissenters’ rights?

​

A:

Yes, Aquesta stockholders who do not vote in favor of the merger proposal and otherwise comply with all of the procedures set forth in Nevada law will be entitled to receive payment in cash for the fair value of their shares. A copy of Sections 92A.300 through 92A.500 of the Nevada Revised Statutes, which we refer to as the NRS, is attached as Annex C to this proxy statement/prospectus. The fair value,

​

 

5

 

as determined under the statute, could be more than the merger consideration but could also be less. The provisions of Nevada law governing dissenters’ rights are complex, and you should study them carefully if you wish to exercise these rights. Multiple steps must be taken to properly exercise and perfect such rights. For further information, see “The Merger — Dissenters’ rights in the Merger.”

Q:

When do you expect to complete the merger?

​

A:

United and Aquesta expect to complete the merger in the fourth quarter of 2021. However, neither United nor Aquesta can assure you of when or if the merger will be completed. United and Aquesta must obtain the approval of the merger agreement by the Aquesta stockholders at the Aquesta annual meeting, and also must obtain necessary regulatory approvals in addition to satisfying certain other closing conditions.

​

Q:

What happens if the merger is not completed?

​

A:

If the merger is not completed, Aquesta stockholders will not receive any consideration for their shares of Aquesta common stock in connection with the merger. Instead, Aquesta will remain an independent company and Aquesta common stock will continue to be quoted on the OTC Pink Open Market. In addition, if the merger agreement is terminated in certain circumstances, a termination fee may be required to be paid by Aquesta to United. See “The Merger Agreement — Termination Fee” for a complete discussion of the circumstances under which any such termination fee will be required to be paid.

​

Q:

Whom should I call with questions?

​

A:

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need help voting your shares of Aquesta common stock or Aquesta preferred stock, please contact Kristin Couch, Aquesta’s Chief Financial Officer, at (704) 439-4343 or kcouch@aquestabank.com, or by mail to Aquesta Financial Holdings, Inc., 19510 Jetton Road, Cornelius, North Carolina 28031.

​

 

6

 

​

​

​

United Common Stock

​

​

Aquesta Common Stock

​

​

Implied Value of One Share of Aquesta Common Stock

​

May 26, 2021

​

​

​

$

33.79

​

​

​

​

$

12.95

​

​

​

​

$

21.58

​

​

August 4, 2021

​

​

​

$

28.65

​

​

​

​

$

19.35

​

​

​

​

$

18.29

​

​

7

 

8

 

9

 

10

 

​

11

 

12

 

13

 

in thousands, except per share data)

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

INCOME SUMMARY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest revenue

​

​

​

$

557,996

​

​

​

​

$

552,706

​

​

​

​

$

500,080

​

​

​

​

$

389,720

​

​

​

​

$

335,020

​

​

Interest expense

​

​

​

​

56,237

​

​

​

​

​

83,312

​

​

​

​

​

61,330

​

​

​

​

​

33,735

​

​

​

​

​

25,236

​

​

Net interest revenue

​

​

​

​

501,759

​

​

​

​

​

469,394

​

​

​

​

​

438,750

​

​

​

​

​

355,985

​

​

​

​

​

309,784

​

​

Provision for credit losses

​

​

​

​

80,434

​

​

​

​

​

13,150

​

​

​

​

​

9,500

​

​

​

​

​

3,800

​

​

​

​

​

(800)

​

​

Noninterest income

​

​

​

​

156,109

​

​

​

​

​

104,713

​

​

​

​

​

92,961

​

​

​

​

​

88,260

​

​

​

​

​

93,697

​

​

Total revenue

​

​

​

​

577,434

​

​

​

​

​

560,957

​

​

​

​

​

522,211

​

​

​

​

​

440,445

​

​

​

​

​

404,281

​

​

Expenses

​

​

​

​

367,989

​

​

​

​

​

322,245

​

​

​

​

​

306,285

​

​

​

​

​

267,611

​

​

​

​

​

241,289

​

​

Income before income tax expense

​

​

​

​

209,445

​

​

​

​

​

238,712

​

​

​

​

​

215,926

​

​

​

​

​

172,834

​

​

​

​

​

162,992

​

​

Income tax expense

​

​

​

​

45,356

​

​

​

​

​

52,991

​

​

​

​

​

49,815

​

​

​

​

​

105,013

​

​

​

​

​

62,336

​

​

Net income

​

​

​

​

164,089

​

​

​

​

​

185,721

​

​

​

​

​

166,111

​

​

​

​

​

67,821

​

​

​

​

​

100,656

​

​

Merger-related and other charges

​

​

​

​

7,018

​

​

​

​

​

7,357

​

​

​

​

​

7,345

​

​

​

​

​

14,662

​

​

​

​

​

8,122

​

​

Income tax benefit of merger-related and other charges

​

​

​

​

(1,340)

​

​

​

​

​

(1,695)

​

​

​

​

​

(1,494)

​

​

​

​

​

(3,745)

​

​

​

​

​

(3,074)

​

​

Impact of remeasurement of deferred tax asset resulting from 2017 Tax Cuts and Jobs Act

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

38,199

​

​

​

​

​

—

​

​

Impairment of deferred tax asset on cancelled non-qualified stock options

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

976

​

​

Release of disproportionate tax effects lodged in OCI

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

3,400

​

​

​

​

​

—

​

​

Net income – operating(1)*

​

​

​

$

169,767

​

​

​

​

$

191,383

​

​

​

​

$

171,962

​

​

​

​

$

120,337

​

​

​

​

$

106,680

​

​

PERFORMANCE MEASURES

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Per common share:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diluted net income – GAAP

​

​

​

$

1.91

​

​

​

​

$

2.31

​

​

​

​

$

2.07

​

​

​

​

$

0.92

​

​

​

​

$

1.40

​

​

Diluted net income – operating(1)*

​

​

​

​

1.98

​

​

​

​

​

2.38

​

​

​

​

​

2.14

​

​

​

​

​

1.63

​

​

​

​

​

1.48

​

​

14

 

in thousands, except per share data)

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Common stock cash dividends declared

​

​

​

​

0.72

​

​

​

​

​

0.68

​

​

​

​

​

0.58

​

​

​

​

​

0.38

​

​

​

​

​

0.30

​

​

Book value

​

​

​

​

21.90

​

​

​

​

​

20.53

​

​

​

​

​

18.24

​

​

​

​

​

16.67

​

​

​

​

​

15.06

​

​

Tangible book value(3)*

​

​

​

​

17.56

​

​

​

​

​

16.28

​

​

​

​

​

14.24

​

​

​

​

​

13.65

​

​

​

​

​

12.95

​

​

Key performance ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on common equity – GAAP(2)

​

​

​

​

9.25%

​

​

​

​

​

11.89%

​

​

​

​

​

11.60%

​

​

​

​

​

5.67%

​

​

​

​

​

9.41%

​

​

Return on common equity – operating(1)(2)*

​

​

​

​

9.58

​

​

​

​

​

12.25

​

​

​

​

​

12.01

​

​

​

​

​

10.07

​

​

​

​

​

9.98

​

​

Return on tangible common equity – operating(1)(2)(3)*

​

​

​

​

12.24

​

​

​

​

​

15.81

​

​

​

​

​

15.69

​

​

​

​

​

12.02

​

​

​

​

​

11.86

​

​

Return on assets – GAAP

​

​

​

​

1.04

​

​

​

​

​

1.46

​

​

​

​

​

1.35

​

​

​

​

​

0.62

​

​

​

​

​

1.00

​

​

Return on assets – operating(1)*

​

​

​

​

1.07

​

​

​

​

​

1.51

​

​

​

​

​

1.40

​

​

​

​

​

1.09

​

​

​

​

​

1.06

​

​

Dividend payout ratio – GAAP

​

​

​

​

37.70

​

​

​

​

​

29.44

​

​

​

​

​

28.02

​

​

​

​

​

41.30

​

​

​

​

​

21.43

​

​

Dividend payout ratio – operating(1)*

​

​

​

​

36.36

​

​

​

​

​

28.57

​

​

​

​

​

27.10

​

​

​

​

​

23.31

​

​

​

​

​

20.27

​

​

Net interest margin (fully taxable equivalent)

​

​

​

​

3.55

​

​

​

​

​

4.07

​

​

​

​

​

3.91

​

​

​

​

​

3.52

​

​

​

​

​

3.36

​

​

Efficiency ratio – GAAP

​

​

​

​

55.71

​

​

​

​

​

55.77

​

​

​

​

​

57.31

​

​

​

​

​

59.95

​

​

​

​

​

59.80

​

​

Efficiency ratio – operating(1)*

​

​

​

​

54.64

​

​

​

​

​

54.50

​

​

​

​

​

55.94

​

​

​

​

​

56.67

​

​

​

​

​

57.78

​

​

Equity to total assets

​

​

​

​

11.29

​

​

​

​

​

12.66

​

​

​

​

​

11.59

​

​

​

​

​

10.94

​

​

​

​

​

10.05

​

​

Tangible common equity to tangible assets(3)*

​

​

​

​

8.81

​

​

​

​

​

10.32

​

​

​

​

​

9.29

​

​

​

​

​

9.14

​

​

​

​

​

8.77

​

​

ASSET QUALITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nonperforming loans

​

​

​

$

61,599

​

​

​

​

$

35,341

​

​

​

​

$

23,778

​

​

​

​

$

23,658

​

​

​

​

$

21,539

​

​

Foreclosed properties

​

​

​

​

647

​

​

​

​

​

476

​

​

​

​

​

1,305

​

​

​

​

​

3,234

​

​

​

​

​

7,949

​

​

Total NPAs

​

​

​

​

62,246

​

​

​

​

​

35,817

​

​

​

​

​

25,083

​

​

​

​

​

26,892

​

​

​

​

​

29,488

​

​

ACL – loans

​

​

​

​

137,010

​

​

​

​

​

62,089

​

​

​

​

​

61,203

​

​

​

​

​

58,914

​

​

​

​

​

61,422

​

​

Net charge-offs

​

​

​

​

18,316

​

​

​

​

​

12,216

​

​

​

​

​

6,113

​

​

​

​

​

5,998

​

​

​

​

​

6,766

​

​

ACL – loans to loans

​

​

​

​

1.20%

​

​

​

​

​

0.70%

​

​

​

​

​

0.73%

​

​

​

​

​

0.76%

​

​

​

​

​

0.89%

​

​

Net charge-offs to average loans

​

​

​

​

0.17

​

​

​

​

​

0.14

​

​

​

​

​

0.07

​

​

​

​

​

0.08

​

​

​

​

​

0.11

​

​

NPAs to loans and foreclosed properties

​

​

​

​

0.55

​

​

​

​

​

0.41

​

​

​

​

​

0.30

​

​

​

​

​

0.35

​

​

​

​

​

0.43

​

​

NPAs to total assets

​

​

​

​

0.35

​

​

​

​

​

0.28

​

​

​

​

​

0.20

​

​

​

​

​

0.23

​

​

​

​

​

0.28

​

​

AVERAGE BALANCES ($ in millions)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

​

​

$

10,467

​

​

​

​

$

8,708

​

​

​

​

$

8,170

​

​

​

​

$

7,150

​

​

​

​

$

6,413

​

​

Investment securities

​

​

​

​

2,752

​

​

​

​

​

2,647

​

​

​

​

​

2,899

​

​

​

​

​

2,847

​

​

​

​

​

2,691

​

​

Earning assets

​

​

​

​

14,226

​

​

​

​

​

11,609

​

​

​

​

​

11,282

​

​

​

​

​

10,162

​

​

​

​

​

9,257

​

​

Total assets

​

​

​

​

15,467

​

​

​

​

​

12,687

​

​

​

​

​

12,284

​

​

​

​

​

11,015

​

​

​

​

​

10,054

​

​

Deposits

​

​

​

​

13,135

​

​

​

​

​

10,579

​

​

​

​

​

10,000

​

​

​

​

​

8,950

​

​

​

​

​

8,177

​

​

Shareholders’ equity

​

​

​

​

1,821

​

​

​

​

​

1,556

​

​

​

​

​

1,380

​

​

​

​

​

1,180

​

​

​

​

​

1,059

​

​

Common shares – basic (thousands)

​

​

​

​

83,184

​

​

​

​

​

79,700

​

​

​

​

​

79,662

​

​

​

​

​

73,247

​

​

​

​

​

71,910

​

​

Common shares – diluted (thousands)

​

​

​

​

83,248

​

​

​

​

​

79,708

​

​

​

​

​

79,671

​

​

​

​

​

73,259

​

​

​

​

​

71,915

​

​

AT PERIOD END ($ in millions)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Loans

​

​

​

$

11,371

​

​

​

​

$

8,813

​

​

​

​

$

8,383

​

​

​

​

$

7,736

​

​

​

​

$

6,921

​

​

Investment securities

​

​

​

​

3,645

​

​

​

​

​

2,559

​

​

​

​

​

2,903

​

​

​

​

​

2,937

​

​

​

​

​

2,762

​

​

Total assets

​

​

​

​

17,794

​

​

​

​

​

12,916

​

​

​

​

​

12,573

​

​

​

​

​

11,915

​

​

​

​

​

10,709

​

​

Deposits

​

​

​

​

15,232

​

​

​

​

​

10,897

​

​

​

​

​

10,535

​

​

​

​

​

9,808

​

​

​

​

​

8,638

​

​

Shareholders’ equity

​

​

​

​

2,008

​

​

​

​

​

1,636

​

​

​

​

​

1,458

​

​

​

​

​

1,303

​

​

​

​

​

1,076

​

​

Common shares outstanding (thousands)

​

​

​

​

86,675

​

​

​

​

​

79,014

​

​

​

​

​

79,234

​

​

​

​

​

77,580

​

​

​

​

​

70,899

​

​

15

 

(in thousands, except per share data)

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Expense reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Expenses (GAAP)

​

​

​

$

367,989

​

​

​

​

$

322,245

​

​

​

​

$

306,285

​

​

​

​

$

267,611

​

​

​

​

$

241,289

​

​

Merger-related and other charges

​

​

​

​

(7,018)

​

​

​

​

​

(7,357)

​

​

​

​

​

(7,345)

​

​

​

​

​

(14,662)

​

​

​

​

​

(8,122)

​

​

Expenses – operating

​

​

​

$

360,971

​

​

​

​

$

314,888

​

​

​

​

$

298,940

​

​

​

​

$

252,949

​

​

​

​

$

233,167

​

​

Net income reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income (GAAP)

​

​

​

$

164,089

​

​

​

​

$

185,721

​

​

​

​

$

166,111

​

​

​

​

$

67,821

​

​

​

​

$

100,656

​

​

Merger-related and other charges

​

​

​

​

7,018

​

​

​

​

​

7,357

​

​

​

​

​

7,345

​

​

​

​

​

14,662

​

​

​

​

​

8,122

​

​

Income tax benefit of merger-related and other charges

​

​

​

​

(1,340)

​

​

​

​

​

(1,695)

​

​

​

​

​

(1,494)

​

​

​

​

​

(3,745)

​

​

​

​

​

(3,074)

​

​

Impact of tax reform on remeasurement of deferred tax asset

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

38,199

​

​

​

​

​

—

​

​

Impairment of deferred tax asset on canceled non-qualified stock options

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

976

​

​

Release of disproportionate tax effects lodged in other comprehensive income

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

3,400

​

​

​

​

​

—

​

​

Net income – operating

​

​

​

$

169,767

​

​

​

​

$

191,383

​

​

​

​

$

171,962

​

​

​

​

$

120,337

​

​

​

​

$

106,680

​

​

16

 

(in thousands, except per share data)

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Diluted income per common share reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Diluted income per common share (GAAP)

​

​

​

$

1.91

​

​

​

​

$

2.31

​

​

​

​

$

2.07

​

​

​

​

$

0.92

​

​

​

​

$

1.40

​

​

Merger-related and other charges

​

​

​

​

0.07

​

​

​

​

​

0.07

​

​

​

​

​

0.07

​

​

​

​

​

0.14

​

​

​

​

​

0.07

​

​

Impact of tax reform on remeasurement of deferred tax asset

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.52

​

​

​

​

​

—

​

​

Impairment of deferred tax asset on canceled non-qualified stock options

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.01

​

​

Release of disproportionate tax effects lodged in other comprehensive income

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.05

​

​

​

​

​

—

​

​

Diluted income per common share – operating

​

​

​

$

1.98

​

​

​

​

$

2.38

​

​

​

​

$

2.14

​

​

​

​

$

1.63

​

​

​

​

$

1.48

​

​

Book value per common share reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Book value per common share (GAAP)

​

​

​

$

21.90

​

​

​

​

$

20.53

​

​

​

​

$

18.24

​

​

​

​

$

16.67

​

​

​

​

$

15.06

​

​

Effect of goodwill and other intangibles

​

​

​

​

(4.34)

​

​

​

​

​

(4.25)

​

​

​

​

​

(4.00)

​

​

​

​

​

(3.02)

​

​

​

​

​

(2.11)

​

​

Tangible book value per common share

​

​

​

$

17.56

​

​

​

​

$

16.28

​

​

​

​

$

14.24

​

​

​

​

$

13.65

​

​

​

​

$

12.95

​

​

Return on tangible common equity reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on common equity (GAAP)

​

​

​

​

9.25%

​

​

​

​

​

11.89%

​

​

​

​

​

11.60%

​

​

​

​

​

5.67%

​

​

​

​

​

9.41%

​

​

Merger-related and other charges

​

​

​

​

0.33

​

​

​

​

​

0.36

​

​

​

​

​

0.41

​

​

​

​

​

0.92

​

​

​

​

​

0.48

​

​

Impact of tax reform on remeasurement of deferred tax asset

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

3.20

​

​

​

​

​

—

​

​

Impairment of deferred tax asset on canceled non-qualified stock options

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.09

​

​

Release of disproportionate tax effects lodged in other comprehensive income

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.28

​

​

​

​

​

—

​

​

Return on common equity – operating

​

​

​

​

9.58

​

​

​

​

​

12.25

​

​

​

​

​

12.01

​

​

​

​

​

10.07

​

​

​

​

​

9.98

​

​

Effect of goodwill and other intangibles

​

​

​

​

2.66

​

​

​

​

​

3.56

​

​

​

​

​

3.68

​

​

​

​

​

1.95

​

​

​

​

​

1.88

​

​

Return on tangible common equity – operating

​

​

​

​

12.24%

​

​

​

​

​

15.81%

​

​

​

​

​

15.69%

​

​

​

​

​

12.02%

​

​

​

​

​

11.86%

​

​

Return on assets reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return on assets (GAAP)

​

​

​

​

1.04%

​

​

​

​

​

1.46%

​

​

​

​

​

1.35%

​

​

​

​

​

0.62%

​

​

​

​

​

1.00%

​

​

Merger-related and other charges

​

​

​

​

0.03

​

​

​

​

​

0.05

​

​

​

​

​

0.05

​

​

​

​

​

0.09

​

​

​

​

​

0.05

​

​

Impact of tax reform on remeasurement of deferred tax asset

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.35

​

​

​

​

​

—

​

​

Impairment of deferred tax asset on canceled non-qualified stock options

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.01

​

​

Release of disproportionate tax effects lodged in other comprehensive income

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

0.03

​

​

​

​

​

—

​

​

Return on assets – operating

​

​

​

​

1.07%

​

​

​

​

​

1.51%

​

​

​

​

​

1.40%

​

​

​

​

​

1.09%

​

​

​

​

​

1.06%

​

​

​

17

 

(in thousands, except per share data)

​

​

2020

​

​

2019

​

​

2018

​

​

2017

​

​

2016

​

Dividend payout ratio reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dividend payout ratio (GAAP)

​

​

​

​

37.70%

​

​

​

​

​

29.44%

​

​

​

​

​

28.02%

​

​

​

​

​

41.30%

​

​

​

​

​

21.43%

​

​

Merger-related and other charges

​

​

​

​

(1.34)

​

​

​

​

​

(0.87)

​

​

​

​

​

(0.92)

​

​

​

​

​

(5.65)

​

​

​

​

​

(1.02)

​

​

Impact of tax reform on remeasurement of deferred tax asset

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(11.61)

​

​

​

​

​

—

​

​

Impairment of deferred tax asset on canceled non-qualified stock options

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(0.14)

​

​

Release of disproportionate tax effects lodged in other comprehensive income

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

(0.73)

​

​

​

​

​

—

​

​

Dividend payout ratio – operating

​

​

​

​

36.36%

​

​

​

​

​

28.57%

​

​

​

​

​

27.10%

​

​

​

​

​

23.31%

​

​

​

​

​

20.27%

​

​

Efficiency ratio reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Efficiency ratio (GAAP)

​

​

​

​

55.71%

​

​

​

​

​

55.77%

​

​

​

​

​

57.31%

​

​

​

​

​

59.95%

​

​

​

​

​

59.80%

​

​

Merger-related and other charges

​

​

​

​

(1.07)

​

​

​

​

​

(1.27)

​

​

​

​

​

(1.37)

​

​

​

​

​

(3.28)

​

​

​

​

​

(2.02)

​

​

Efficiency ratio – operating

​

​

​

​

54.64%

​

​

​

​

​

54.50%

​

​

​

​

​

55.94%

​

​

​

​

​

56.67%

​

​

​

​

​

57.78%

​

​

Tangible common equity to tangible assets reconciliation

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Equity to assets (GAAP)

​

​

​

​

11.29%

​

​

​

​

​

12.66%

​

​

​

​

​

11.59%

​

​

​

​

​

10.94%

​

​

​

​

​

10.05%

​

​

Effect of goodwill and other intangibles

​

​

​

​

(1.94)

​

​

​

​

​

(2.34)

​

​

​

​

​

(2.30)

​

​

​

​

​

(1.80)

​

​

​

​

​

(1.28)

​

​

Effect of preferred equity

​

​

​

​

(0.54)

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

​

​

​

—

​

​

Tangible common equity to tangible assets

​

​

​

​

8.81%

​

​

​

​

​

10.32%

​

​

​

​

​

9.29%

​

​

​

​

​

9.14%

​

​

​

​

​

8.77%

​

​

​

18

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this proxy statement/prospectus are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 giving United’s or Aquesta’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “projections,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements include, but are not limited to, statements about the benefits of the merger or the bank merger, including future financial and operating results of United, Aquesta or the combined company following the merger, the combined company’s plans, objectives, expectations and intentions, the expected timing of the completion of the merger, the likelihood of success, and impact of litigation and other statements that are not historical facts. These statements are only predictions based on United’s and Aquesta’s current expectations and projections about future events. There are important factors that could cause United’s and Aquesta’s actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in the section entitled “Risk Factors” beginning on page 21.

These forward-looking statements are subject to numerous assumptions, risks, and uncertainties which change over time. In addition to factors previously disclosed in United’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from forward-looking statements:

•

the inability to close the merger and the bank merger in a timely manner;

​

•

the failure to complete the merger due to the failure of Aquesta stockholders to approve the merger proposal;

​

•

failure to obtain applicable regulatory approvals and meet other closing conditions to the merger on the expected terms and schedule;

​

•

the potential impact of announcement or consummation of the merger on relationships with third parties, including customers, employees, and competitors;

​

•

business disruption following the merger;

​

•

difficulties and delays in integrating the businesses of United and Aquesta or fully realizing cost savings and other benefits;

​

•

United’s potential exposure to unknown or contingent liabilities of Aquesta;

​

•

the challenges of integrating, retaining, and hiring key personnel;

​

•

failure to attract new customers and retain existing customers in the manner anticipated;

​

•

the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future, including litigation related to the merger;

​

•

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

​

•

changes in United’s stock price before closing, including as a result of the financial performance of Aquesta prior to closing;

​

•

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which United and Aquesta are highly dependent;

​

•

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, which we refer to as the “CARES Act,” the Dodd-Frank Wall Street Reform and Consumer Protection Act, which we refer to as the “Dodd-Frank Act,” and other changes

​

 

19

 

pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection, and insurance, and the ability to comply with such changes in a timely manner;

•

changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Federal Reserve Board;

​

•

changes in interest rates, which may affect United’s and Aquesta’s net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of United’s or Aquesta’s assets, including its investment securities;

​

•

changes in accounting principles, policies, practices, or guidelines;

​

•

changes in United’s credit ratings or in United’s ability to access the capital markets;

​

•

the negative impacts and disruptions and lingering effects resulting from the outbreak of the novel coronavirus, or COVID-19, on the economies and communities served by United and Aquesta, which may have an adverse impact on their respective business, operations and performance, and could have a negative impact on their respective credit portfolios, share prices, borrowers, and on the economy as a whole, both domestically and globally;

​

•

natural disasters, war, or terrorist activities;

​

•

United’s inability to complete its previously-announced merger with Reliant Bancorp, Inc.; and

​

•

other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting United’s or Aquesta’s operations, pricing, and services.

​

Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond United’s or Aquesta’s control.

For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, United and Aquesta claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this proxy statement/prospectus or the date of the applicable document incorporated by reference in this proxy statement/prospectus. Except to the extent required by applicable law, United and Aquesta do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions, or events that occur after the date the forward-looking statements are made. All written and oral forward-looking statements concerning the merger or other matters addressed in this proxy statement/prospectus and attributable to United, Aquesta, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus.

 

20

 

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the section “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote for the proposals presented in this proxy statement/prospectus. You should also read and consider the risk factors relating to the business of United and ownership of United common stock described in Part I, Item 1A of United’s Annual Report on Form 10-K for the year ended December 31, 2020 that has been filed with the SEC, as well as any subsequent documents filed by United with the SEC, which are incorporated into this proxy statement/prospectus by reference. See “Where You Can Find More Information” beginning on page 102.

Risks Relating to the Merger

Because the market price of United common stock will fluctuate, Aquesta stockholders cannot be certain of the market value of the stock consideration they may receive.

Upon completion of the merger, each outstanding share of Aquesta common stock will be converted into the merger consideration consisting of cash, shares of United common stock, or a combination of cash and shares of United common stock. Immediately preceding the merger, each outstanding share of Aquesta preferred stock will automatically be converted into 100 shares of Aquesta common stock. If an Aquesta stockholder receives only cash as merger consideration, the value of the merger consideration that such Aquesta stockholder receives will be independent of any fluctuations in the market price of United common stock. If an Aquesta stockholder receives United common stock as part or all of the merger consideration, the value of such shares of United common stock will vary from the closing price of United common stock on the date United and Aquesta announced the merger, on the date that this proxy statement/prospectus is mailed to Aquesta stockholders, on the date of the Aquesta annual meeting, and on the date the merger is completed. Any change in the market price of United common stock prior to the completion of the merger will affect the market value of the merger consideration that some Aquesta stockholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of shares of United common stock, Aquesta common stock, or Aquesta preferred stock, provided that Aquesta may terminate the merger agreement in certain circumstances relating to a decline in the price of United common stock relative to such price as of the date of the merger agreement or to a bank stock index, provided that United will have a right to increase the merger consideration as set forth in the merger agreement to prevent such termination. See “The Merger  — Termination of the Merger Agreement.”

The market price of United’s common stock could be subject to significant fluctuations due to changes in sentiment in the market regarding United’s operations or business prospects, including market sentiment regarding United’s entry into the merger agreement, as well as changes in general market and economic conditions, changes in geopolitical conditions and changes in the values and perceptions of financial services stocks generally. These risks may be affected by:

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operating results that vary from the expectations of United’s management or of securities analysts and investors;

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•

developments in United’s business or in the financial services sector generally;

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•

the economic consequences of the COVID-19 pandemic, which has resulted, and may continue to result, in significant market volatility, including volatility in the price of United common stock, as well as the market for financial institutions stocks generally and the broader debt and equity markets;

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•

regulatory or legislative changes affecting United’s industry generally or its business and operations;

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•

operating and securities price performance of companies that investors consider to be comparable to United;

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•

changes in estimates or recommendations by securities analysts or rating agencies;

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•

announcements of strategic developments, acquisitions, dispositions, financings, and other material events by United or its competitors; and

​

•

changes in global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity, credit or asset valuations or volatility.

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Therefore, at the time of the Aquesta annual meeting, you will not know the precise market value of the consideration you will receive at the effective time. You should obtain current market quotations for shares of United common stock and for shares of Aquesta common stock.

Because Aquesta common stock is traded infrequently, it is difficult to determine how the fair value of Aquesta common stock compares with the merger consideration.

Aquesta common stock is quoted on the OTC Pink Open Market. The market for Aquesta common stock has historically been illiquid and irregular. This lack of liquidity makes it difficult to determine the fair value of Aquesta common stock. In addition, the Aquesta preferred stock is not listed or quoted on any exchange. Because the merger consideration was determined based on negotiations between the parties, it may not be indicative of the fair value of shares of Aquesta common stock or Aquesta preferred stock.

The market price of United common stock after the merger may be affected by factors different from those affecting the shares of United common stock or Aquesta common stock currently.

Upon completion of the merger, holders of Aquesta common stock and Aquesta preferred stock will become holders of United common stock. United’s business differs in important respects from that of Aquesta, and, accordingly, the results of operations of the combined company and the market price of United common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of United and Aquesta. For a discussion of the businesses of United and Aquesta and of some important factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information.”

Regulatory approvals may not be received, may take longer than expected, or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.

Before the merger and the bank merger may be completed, United and Aquesta must obtain all necessary approvals or waivers from the Federal Reserve Board, the FDIC, the SCBFI and the NCCOB. Other approvals, waivers or consents from regulators may also be required. In determining whether to grant these approvals the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the merger or the bank merger or require changes to the terms of the merger or the bank merger. Such conditions or changes could have the effect of delaying or preventing completion of the merger or the bank merger or imposing additional costs on or limiting the revenues of the combined company following the merger and the bank merger, any of which might have an adverse effect on the combined company following the merger. See “The Merger — Regulatory Approvals Required for the Merger.”

The success of the merger and integration of United and Aquestaand, after the merger, of United and Reliant, will depend on a number of uncertain factors.

The success of the merger will depend on a number of factors, including, without limitation:

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United’s ability to integrate the branches acquired from Aquesta in the merger, which we refer to as the acquired branches, into United’s current operations;

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United’s ability to limit the outflow of deposits held by its new customers in the acquired branches and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the merger;

​

•

United’s ability to control the incremental non-interest expense from the acquired branches in a manner that enables it to maintain a favorable overall efficiency ratio;

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•

United’s ability to retain and attract the appropriate personnel to staff the acquired branches; and

​

•

United’s ability to earn acceptable levels of interest and non-interest income, including fee income, from the acquired branches.

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Integrating the acquired branches will be an operation of substantial size and expense, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert United’s management’s attention and resources. No assurance can be given that United will be able to integrate the acquired branches successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures and policies that adversely affect United’s ability to maintain relationships with clients, customers, depositors, and employees, or to achieve the anticipated benefits of the merger. United may also encounter unexpected difficulties or costs during the integration that could adversely affect its earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect United’s existing profitability, that United will be able to achieve results in the future similar to those achieved by its existing banking business, or that United will be able to manage any growth resulting from the merger effectively.

In addition, United can provide no assurance that the merger with Reliant will be consummated, and the closing of the merger with Reliant is not a condition to the closing of the merger. The successful integration of United and Reliant will depend on a number of factors, including factors similar to those outlined above with respect to the merger.

Combining United and Aquesta may be more difficult, costly, or time consuming than expected and the anticipated benefits and cost savings of the merger may not be realized.

United and Aquesta have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on United’s ability to successfully combine and integrate the businesses of United and Aquesta in a manner that permits growth opportunities and does not materially disrupt the existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses, or inconsistencies in standards, controls, procedures, and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. The loss of key employees could adversely affect United’s ability to successfully conduct its business, which could have an adverse effect on United’s financial results and the value of the United common stock. If United experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause United and/or Aquesta to lose customers or cause customers to remove their accounts from United and/or Aquesta and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of United and Aquesta during this transition period and for an undetermined period after completion of the merger on the combined company. In addition, the actual cost savings of the merger could be less than anticipated.

The combined company may be unable to retain Aquesta personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Aquesta. It is possible that these employees may decide not to remain with Aquesta while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Aquesta to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, United may not be able to locate suitable replacements for any key employees who leave the combined company, or to offer employment to potential replacements on reasonable terms.

 

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Aquesta’s directors and executive officers have interests in the merger that may differ from the interests of Aquesta stockholders.

Aquesta stockholders should be aware that some of Aquesta’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Aquesta stockholders generally. The Aquesta board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the merger agreement, and in recommending that Aquesta stockholders vote in favor of approving the merger agreement.

For a more complete description of these interests, please see “The Merger — Interests of Aquesta’s Directors and Executive Officers in the Merger.”

Termination of the merger agreement could negatively impact United or Aquesta.

If the merger agreement is terminated, there may be various consequences. For example, United’s or Aquesta’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of United common stock or Aquesta common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Aquesta may be required to pay to United a termination fee of $5.2 million.

Aquesta will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Aquesta and, consequently, the combined company. These uncertainties may impair Aquesta’s ability to attract, retain, and motivate key personnel until the merger is completed, and could cause customers and others that deal with Aquesta to seek to change existing business relationships with Aquesta. Retention of certain employees by Aquesta may be challenging while the merger is pending, as certain employees may experience uncertainty about their future roles with the combined company. If key employees depart because of issues relating to the uncertainty and difficulty of integration, or a desire not to remain with Aquesta and, ultimately, the combined company, the combined company’s business could be harmed. In addition, subject to certain exceptions, Aquesta has agreed to operate its business in the ordinary course and use commercially reasonable efforts to preserve its business organization, employees and advantageous business relationships prior to closing. See “The Merger Agreement — Covenants and Agreements” for a description of the restrictive covenants applicable to Aquesta.

If the merger is not completed, United and Aquesta will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of United and Aquesta has incurred and will continue to incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing, and mailing this proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, United and Aquesta would have to recognize these expenses without realizing the expected benefits of the merger.

The merger agreement limits Aquesta’s ability to pursue acquisition proposals and requires Aquesta to pay a termination fee of $5.2 million under limited circumstances, including circumstances relating to acquisition proposals.

The merger agreement prohibits Aquesta from initiating, soliciting, knowingly encouraging, or knowingly facilitating certain third-party acquisition proposals. See “The Merger Agreement — Agreement Not to Solicit Other Offers.” The merger agreement also provides that Aquesta will be required to pay a termination fee in the amount of $5.2 million in the event that the merger agreement is terminated under certain circumstances, including an adverse recommendation change by the Aquesta board of directors. See “The Merger Agreement — Termination Fee.” These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of Aquesta from considering or proposing such an acquisition.

 

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The shares of United common stock to be received by Aquesta stockholders as a result of the merger will have different rights from the shares of Aquesta common stock and Aquesta preferred stock.

Upon completion of the merger, Aquesta stockholders will become United shareholders and their rights as shareholders will be governed by the Georgia Business Corporation Code, which we refer to as the GBCC, and the United articles of incorporation and bylaws. The rights associated with Aquesta common stock and Aquesta preferred stock are different from the rights associated with United common stock. Please see “Comparison of Stockholders’ and Shareholders’ Rights” beginning on page 93 for a discussion of the different rights associated with United common stock.

Aquesta stockholders will have a reduced ownership and voting interest in the combined company after the merger and, if consummated, the merger of United and Reliant, and will exercise less influence over management, as compared to their ownership and voting interests in Aquesta.

Aquesta stockholders currently have the right to vote in the election of the board of directors and on other matters affecting Aquesta. Upon completion of the merger, each Aquesta stockholder who receives shares of United common stock will become a United shareholder, with a percentage ownership of United that is much smaller than such stockholder’s percentage ownership of Aquesta. Based on the number of shares of Aquesta common stock and Aquesta preferred stock outstanding as of July 30, 2021, if all Aquesta stockholders were to elect stock consideration and no Aquesta stockholders elected cash consideration, United would expect to issue approximately 3,514,417 shares of United common stock to Aquesta stockholders upon completion of the merger, and current Aquesta stockholders would own approximately 3.89% of United common stock immediately following the merger. On the other hand, if 70% of Aquesta’s outstanding shares of common stock were to be exchanged for United common stock and 30% of Aquesta’s outstanding shares of common stock were to be exchanged for cash consideration, United would expect to issue approximately 2,460,092 shares of United common stock to Aquesta stockholders upon completion of the merger, and current Aquesta stockholders would own approximately 2.75% of United common stock immediately following completion of the merger. Because of this, Aquesta stockholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Aquesta. United will also issue additional shares of United common stock pursuant to the definitive merger agreement between United and Reliant. As a result, if United’s merger with Reliant is consummated, Aquesta stockholders will own a smaller percentage of United common stock after the merger with Reliant than immediately following the completion of the merger.

The opinion received by the Aquesta board of directors from Piper Sandler has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of such opinion.

The opinion of Piper Sandler to the effect that, as of the date thereof, the consideration to be received in the merger by holders of Aquesta common stock was fair, from a financial point of view, to such holders, was rendered to Aquesta’s board of directors on May 26, 2021. Changes in the operations and prospects of Aquesta, general market and economic conditions, and other factors which may be beyond the control of Aquesta (including, but not limited to, the lingering effects of the COVID-19 pandemic) may have altered the value of Aquesta or the sale prices of shares of Aquesta common stock or Aquesta preferred stock as of the date of this proxy statement/prospectus, or may alter such value and sale prices by the time the merger is completed. The opinion from Piper Sandler, dated May 26, 2021, does not speak as of any date other than the date of such opinion.

United and United Community Bank have not previously operated in many of Aquesta and Aquesta Banks’s market areas.

Aquesta and Aquesta Bank’s primary market area consists of the greater Charlotte, North Carolina area. The banking business in these markets is extremely competitive, and the level of competition may increase further in the future. While United Community Bank has a loan production office in Charlotte, it has not previously had a branch presence in such market area, and there may be unexpected challenges and difficulties in doing so that could adversely affect United Community Bank following the completion of the merger.

 

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There is no assurance that United will continue paying dividends at the current rate.

United’s board of directors has adopted a current dividend practice for the payment of a quarterly cash dividend. This practice can be changed at any time at the discretion of United’s board of directors, and United’s common shareholders will have no contractual or other legal right to dividends. In addition, the other risk factors described in this section could materially reduce the cash available from operations, and these outcomes could cause capital not to be available when needed in an amount sufficient to support United’s dividend practice. The amount of dividends that United may distribute will also be subject to restrictions under Georgia law and applicable bank regulatory provisions. If United’s board of directors were to adopt a change to United’s current dividend practice that resulted in a reduction in the amount of dividends, such change could have a material and adverse effect on the market price of United’s common stock.

Risks Relating to United’s Business

You should read and consider the risk factors specific to United’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in United’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and in other documents incorporated by reference into this proxy statement/prospectus. Please see “Where You Can Find More Information” beginning on page 102 for the location of information incorporated by reference into this proxy statement/prospectus.

 

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INFORMATION ABOUT THE AQUESTA ANNUAL MEETING

This proxy statement/prospectus is being furnished to holders of Aquesta common stock and Aquesta preferred stock for use at an annual meeting of Aquesta stockholders and any adjournments or postponements thereof.

Date, Time, and Place of Meeting

The Aquesta annual meeting will be held on September 15, 2021, at 5:00 p.m., Eastern Daylight Time, at Aquesta Bank’s corporate headquarters located at 19510 Jetton Road, Cornelius, North Carolina 28031.

Matters to be Considered

At the annual meeting, Aquesta stockholders will be asked to consider and vote on:

•

a proposal to adopt and approve the merger agreement;

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•

a proposal to elect four members of the Aquesta board of directors;

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•

a proposal to ratify the appointment of Wipfli LLP as Aquesta’s independent auditor for 2021; and

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•

a proposal to adjourn the Aquesta annual meeting, if necessary or appropriate, for the purpose of soliciting additional proxies in favor of the merger proposal.

​

At this time, the Aquesta board of directors is unaware of any other matters that may be presented for action at the annual meeting. If any other matters are properly presented, however, and you have completed, signed and submitted your proxy, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters. A copy of the merger agreement is included in this proxy statement/prospectus as Annex A, and we encourage you to read it carefully in its entirety.

Recommendation of Aquesta’s Board of Directors

The Aquesta board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” each of the four director nominees, “FOR” the independent auditor ratification proposal, and “FOR” the adjournment proposal. See “The Merger — Aquesta’s Reasons for the Merger; Recommendation of Aquesta’s Board of Directors.”

Aquesta Record Date and Quorum

July 30, 2021 has been fixed as the record date for the determination of Aquesta stockholders entitled to notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. At the close of business on the record date, there were 4,319,915 shares of Aquesta common stock outstanding and entitled to vote at the annual meeting, held by approximately 278 holders of record, and 11,834 shares of Aquesta preferred stock outstanding and entitled to vote at the annual meeting, held by 1 holder of record.

A quorum is necessary to transact business at the annual meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Aquesta common stock and a majority of the outstanding shares of Aquesta preferred stock entitled to vote at the meeting is necessary to constitute a quorum. Shares of Aquesta common stock or Aquesta preferred stock represented at the annual meeting but not voted, including shares that a stockholder abstains from voting, will be counted for purposes of establishing a quorum. Once a share of Aquesta common stock or Aquesta preferred stock is represented at the annual meeting, it will be counted for the purpose of determining a quorum not only at the annual meeting but also at any adjournment or postponement of the annual meeting. In the event that a quorum is not present at the annual meeting, it is expected that the annual meeting will be adjourned or postponed.

Vote Required; Treatment of Abstentions and Failure to Vote

In order for the merger proposal to be approved, it must receive the affirmative votes of a majority of the outstanding shares of each of (i) Aquesta common stock and (ii) Aquesta preferred stock, voting as

 

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separate classes. If you fail to vote, mark “ABSTAIN” on your proxy, or fail to instruct your bank or broker with respect to the merger proposal, it will have the same effect as a vote “AGAINST” the merger proposal.

In the election of directors, the four nominees receiving the greatest number of votes of Aquesta common stock will be elected. Abstentions and broker non-votes will have no effect on the outcome of the director election proposal.

Approval of the auditor ratification proposal requires that the number of votes of Aquesta common stock cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will have no effect on the outcome of the auditor ratification proposal.

Approval of the adjournment proposal requires that the number of votes of Aquesta common stock and Aquesta preferred stock, voting together as a single class, cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. If you mark “ABSTAIN” on your proxy card, fail to submit a proxy card or vote in person at the Aquesta annual meeting, or fail to instruct your bank or broker how to vote with respect to the adjournment proposal, you will be deemed not to have cast a vote with respect to the proposal and it will have no effect on the adjournment proposal.

Each share of Aquesta common stock and Aquesta preferred stock you own as of the record date for the annual meeting entitles you to one vote at the annual meeting on all matters properly presented at the meeting.

Shares Held by Officers and Directors

As of the record date, directors and executive officers of Aquesta and their affiliates beneficially owned and were entitled to vote 1,306,932 shares of Aquesta common stock and no shares of Aquesta preferred stock, representing approximately 27% of the outstanding shares of Aquesta common stock and 0% of the Aquesta preferred stock entitled to vote on that date.

A total of 2,761,332 shares of Aquesta common stock, representing approximately 52.7% of the outstanding shares of Aquesta common stock entitled to vote at the Aquesta annual meeting, and a total of 11,834 shares of Aquesta preferred stock, representing 100% of the outstanding shares of Aquesta preferred stock entitled to vote at the Aquesta annual meeting, are subject to voting and support agreements between United and the holders of such shares. Pursuant to the voting and support agreements, each such holder of Aquesta common stock and Aquesta preferred stock has agreed, at any meeting of Aquesta stockholders, however called, or any adjournment or postponement thereof (and subject to certain exceptions), to:

•

vote (or cause to be voted) all shares of Aquesta common stock and Aquesta preferred stock beneficially owned by such holder, or with respect to which such holder has the right to vote, in favor of the merger proposal;

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•

not vote or grant any proxies to any third party, except where such proxies are directed to vote in favor of the merger proposal; and

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•

vote (or cause to be voted) such holder’s shares against any competing transaction.

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Pursuant to the voting and support agreements, without the prior written consent of United, each holder has further agreed not to sell or otherwise transfer any shares of Aquesta common stock or Aquesta preferred stock.

For more information about the beneficial ownership of Aquesta common stock and Aquesta preferred stock by each 5% or greater beneficial owner, each director and executive officer, and directors and executive officers as a group, see “Security Ownership of Certain Beneficial Owners and Management of Aquesta.”

Voting of Proxies; Incomplete Proxies

If you sign and return your proxy without instruction on how to vote your shares, your shares will be voted “FOR” the merger proposal, “FOR” each of the four director nominees, “FOR” the independent auditor ratification proposal, and “FOR” the adjournment proposal. At this time, the Aquesta board of directors is unaware of any other matters that may be presented for action at the annual meeting. If any other

 

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matters are properly presented, however, and you have returned your proxy, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters. Please do not send in your stock certificates with your proxy card. Unless a different timing is agreed to by United and Aquesta, no later than two business days after the effective time of the merger, United will mail, or cause to be mailed, separate written instructions for use in effecting the surrender and cancellation of those certificates in exchange for cash and/or United common stock, which will be issued in uncertificated “book entry” form.

Shares Held in “Street Name”; Broker Non-Votes

If you hold shares through a broker, bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your broker, bank or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Aquesta or by voting via the Internet unless you have a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Please also note that brokers, banks or other nominees who hold shares of Aquesta common stock or Aquesta preferred stock on behalf of their customers may not give a proxy to Aquesta to vote those shares without specific instructions from their customers. Without specific instructions, your broker, bank or other nominee may not vote your shares on any of the proposals to be considered at the Aquesta annual meeting and a broker non-vote will result. A broker non-vote will have the same effect as a vote “AGAINST” the merger proposal.

Revocability of Proxies and Changes to an Aquesta Stockholder’s Vote

You can revoke your proxy at any time before your shares are voted. If you are a shareholder of record, then you can revoke your proxy by:

•

signing and returning another valid proxy card with a later date;

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•

submitting another valid proxy;

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•

by the Internet with a later date;

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•

prior to the annual meeting, delivering a written notice of revocation to Aquesta’s Chief Financial Officer at the following address: Aquesta Financial Holdings, Inc., 19510 Jetton Road, Cornelius, North Carolina 28031; or

​

•

attending the annual meeting and voting in person.

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If you submit a valid proxy bearing a later date or a notice of revocation, the new proxy or notice of revocation must be received before the beginning of the annual meeting. Participation in the annual meeting will not, in and of itself, constitute revocation of a proxy. If you hold your shares in street name with a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote. Your last vote will be the vote that is counted.

Solicitation of Proxies

The proxy for the annual meeting is being solicited on behalf of the Aquesta board of directors. Aquesta will bear the entire cost of soliciting proxies from you. Aquesta will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Aquesta common stock and Aquesta preferred stock. Proxies will be solicited principally by mail, but may also be solicited by the directors, officers, and other employees of Aquesta in person or by telephone, facsimile or other means of electronic communication. Directors, officers and employees will receive no compensation for these activities in addition to their regular compensation, but may be reimbursed for out-of-pocket expenses in connection with such solicitation.

 

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Attending the Aquesta Annual Meeting

If you hold your shares of Aquesta common stock or Aquesta preferred stock in your name as a stockholder of record and you wish to attend the Aquesta annual meeting, please bring your proxy card and evidence of your stock ownership, such as your most recent account statement, to the Aquesta annual meeting. You should also bring valid picture identification.

If your shares of Aquesta common stock or Aquesta preferred stock are held in “street name” in a stock brokerage account or by a bank or broker and you wish to attend the Aquesta annual meeting, you need to bring a copy of a bank or brokerage statement to the Aquesta annual meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

Delivery of Proxy Materials to Stockholders Sharing an Address

Only one copy of this proxy statement/prospectus may be delivered to multiple Aquesta stockholders sharing an address unless Aquesta has previously received contrary instructions from one or more such stockholders. This is referred to as “householding.” Aquesta stockholders who hold their shares in “street name” can request further information on householding through their banks or brokers. On written or oral request to Kristin Couch, Aquesta’s Chief Financial Officer, at Aquesta’s offices at 19510 Jetton Road, Cornelius, North Carolina 28031 or by telephone at (704) 439-4343, Aquesta will promptly deliver a separate copy of this proxy statement/prospectus to a stockholder at a shared address to which a single copy of the document was delivered.

Assistance

If you need assistance in completing your proxy card or voting via the Internet, have questions regarding Aquesta’s annual meeting or would like additional copies of this proxy statement/prospectus, please contact Kristin Couch at the following address: 19510 Jetton Road, Cornelius, North Carolina 28031 or by telephone at (704) 439-4343.

 

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AQUESTA PROPOSALS

Proposal No. 1 — Merger Proposal

At the Aquesta annual meeting, the Aquesta stockholders will be asked to adopt and approve the merger agreement. Holders of Aquesta common stock and Aquesta preferred stock should read this proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this proxy statement/prospectus as Annex A.

After careful consideration, the Aquesta board of directors unanimously adopted the merger agreement, authorized and approved the merger and the transactions contemplated by the merger agreement and determined the merger agreement and the merger to be advisable and in the best interests of Aquesta and its stockholders. Please see “The Merger  —  Aquesta’s Reasons for the Merger; Recommendation of Aquesta’s Board of Directors” included elsewhere in this proxy statement/prospectus for a more detailed discussion of the Aquesta board of directors’ recommendation.

The Aquesta board of directors unanimously recommends that Aquesta stockholders vote “FOR” the merger proposal.

Proposal No. 2 — Election of Directors

Nominees

Aquesta’s board has set the number of directors of the company at twelve and recommends that stockholders vote for each of the nominees listed below for a term of three years or until such time as the merger is completed. Directors serve until their successors are elected and qualified to serve.

Please note that if the merger with United is completed, all of Aquesta’s directors in office at the time of closing of the merger will resign, and the directors of United immediately prior to the merger will continue as directors of the surviving entity.