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United Community (UCB) clears Peach State deal to close Aug. 3

United Community's Peach State deal is set for an Aug. 3 close after regulators signed off, with shareholders due to elect cash or stock by July 20.

By Naomi Voss3 min read
United Community (UCB) clears Peach State deal to close Aug. 3

United Community Banks (UCB) said Friday it expects to close its purchase of Peach State Bancshares on Aug. 3 after regulators cleared the transaction, putting the regional-bank merger into its final stretch while Peach State shareholders still have to approve it. The company said in an SEC filing that closing remains subject to the satisfaction or waiver of the remaining conditions. United shares traded at $35.29 in the afternoon, up 0.09 per cent and below a 52-week high of $36.77, according to Yahoo Finance.

The difference is procedural, but it is not trivial. United is no longer waiting on bank regulators for the Peach State acquisition; it is managing the last shareholder and closing mechanics. For investors following regional-bank consolidation, that moves the story from permission to execution. The deal is still not closed, and the filing says as much.

Peach State holders may elect either $31.75 in cash or 0.8978 United shares for each Peach State share. The final consideration is set to be split 50 per cent cash and 50 per cent United stock through proration, according to the filing, so a holder’s election may not be filled exactly as submitted. The election window closes at 5 p.m. Eastern on July 20, leaving the companies roughly two weeks to process elections before the expected closing date.

Size is the other point to keep in view. United had about $28.2 billion of assets at March 31, while Peach State had about $788 million, according to the same merger filing. That makes Peach State material to its own shareholders but modest against United’s balance sheet. United’s market value was about $4.23 billion, and the stock was trading close to its yearly high, which helps explain why the filing read more like a closing update than a balance-sheet rescue.

Closing steps remain

The dates now do most of the work. July 20 is the deadline for Peach State shareholders choosing between cash and stock. Aug. 3 is the expected closing date, assuming the remaining conditions are met or waived. Between the two, the companies still have election processing, shareholder approvals and customary closing work to finish. That final period can look routine from outside, but bank combinations can still slip if forms, votes or other closing items do not land in sequence.

The cash-stock mix also matters for United’s capital planning. A 50-50 structure can limit dilution compared with an all-stock acquisition while avoiding the funding strain of paying entirely in cash. The stock leg is not fixed in value for Peach State holders because it moves with UCB shares until closing. At Friday’s $35.29 price, however, United is going into the final stretch with a deal currency near the top of its recent range. If the share price weakens before completion, the economics of the stock election will look different even though the exchange ratio itself is fixed.

The filing leaves little room for overstatement. Regulatory approval has been secured, but the merger has not been completed. United did not describe clearance as the final condition or promise that the Aug. 3 date cannot move. It said the required approvals are in hand and the remaining closing conditions still have to be satisfied or waived.

If those conditions clear, the next disclosure should be completion. Until then, the Peach State deal sits in a familiar late-stage window: approved by regulators, priced for shareholders, and still dependent on the paperwork matching the date now on United’s calendar.

Peach State BancsharesUnited Community Banks

Naomi Voss

Banks and deals reporter covering bank earnings, fintech, M&A and IPOs. Reports from New York.

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