United Community Banks, Inc. (NasdaqGS:UCBI) entered into a definitive agreement to acquire Three Shores Bancorporation, Inc. (OTCPK:TSHR) for approximately $140 million on March 9, 2020. Pursuant to the Merger Agreement, each outstanding share of Three Shores common stock and Series D-1, Series D-2, Series D-3, and Series D-4 preferred stock will be entitled to receive 0.33 shares of common stock of United. In addition to the United Common Stock to be issued in the Merger, United will pay approximately $24.1 million in cash to extinguish all outstanding options and follow-on rights to acquire Three Shores common stock. Pursuant to the merger, Three Shores will be merged with and into United. In addition, Seaside National Bank & Trust, a wholly-owned subsidiary of Three Shores, will merge with and into United Community Bank, a wholly-owned subsidiary of United. It is expected that United shareholders will hold approximately 90.4%, and Three Shores shareholders will hold approximately 9.6%, of the shares of the combined company outstanding immediately after the effective time of the merger.

A termination fee equal to $8.5 million will be payable by Three Shores to United upon termination of the transaction. Following completion of the acquisition, Gideon Haymaker, Founder of Three Shores and Seaside will become a key part of United's team and continue to lead the Florida market. Upon close of the transaction, the officers and directors of United as of immediately prior to closing will continue to serve as the directors and officers of the surviving entity.

The transaction is subject to customary conditions, including, the receipt of required regulatory approvals, including the approval of the Federal Reserve Board, the Federal Deposit Insurance Corporation and the Georgia Department of Banking and Finance, receipt of the Three Shores Shareholder Approval, authorization for listing on the Nasdaq of the shares of United common stock to be issued in the transaction, receipt by United and Three Shores of opinions from their respective counsel to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, the holders of no more than five percent of the aggregate outstanding shares of Three Shores shall have properly notified under the Appraisal Statutes that they intend to exercise their dissenters' rights; and effectiveness of the registration statement on Form S-4 for the United common stock to be issued in the transaction.

The transaction has been approved by the boards of directors of United. The transaction has unanimously been approved by the boards of directors of Three Shores. The special meeting of Three Shores shareholders will be held on June 16, 2020. The transaction is expected to be completed in the third quarter of 2020. The acquisition is expected to be accretive to UCBI's earnings per share by approximately $0.12 to $0.14 in the first full year of operations. Morgan Stanley & Co. LLC acted as financial advisor and Neil E. Grayson of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to United Community Banks. Piper Sandler & Co. acted as fairness opinion provider and financial advisor and John P. Greeley of Smith Mackinnon PA acted as legal advisor to Three Shores Bancorporation. Piper Sandler will receive a fee for its services in an amount equal to 1% of the aggregate merger consideration, which fee is contingent upon consummation of the merger. At the time of announcement of the merger, Piper Sandler's fee was approximately $1.8 million. Piper Sandler also received a $250,000 fee for rendering its opinion.

United Community Banks, Inc. (NasdaqGS:UCBI) completed the acquisition of Three Shores Bancorporation, Inc. (OTCPK:TSHR) on July 1, 2020. Effective July 1, 2020, Three Shores' bank subsidiary, Seaside National Bank & Trust, merged into United's bank subsidiary, United Community Bank. However, United Community Bank intends to continue to operate the Seaside locations using the Seaside Bank and Trust brand following conversion to United's operating systems, which is expected in February 2021. Gideon Haymaker, Seaside's Founder, President and Chief Executive Officer will become United's President for the State of Florida and will lead the expansion of Seaside's wealth management offering in the United footprint. Upon completion of the Merger, the officers and directors of United as of immediately prior to the closing will continue to serve as the directors and officers of the surviving entity.