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United Bank president pitched deal to Carolina Financial CEO during 3rd meeting


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United Bank president pitched deal to Carolina Financial CEO during 3rd meeting

Charleston, S.C.-based Carolina Financial Corp. President and CEO Jerold Rexroad met Charleston, W.Va.-based United Bankshares Inc. unit United Bank President Richard Adams Jr. in July and August 2019, but it was not until their third meeting in September 2019 that Adams expressed an interest in buying Carolina Financial.

During that meeting, Adams indicated that United Bankshares may offer a premium of approximately 20% above the then-current trading price of Carolina Financial's common stock. Meanwhile, Raymond James, Carolina Financial's adviser, chalked up a list of 20 potential buyers, five of which were classified as tier 1 due to their size and recent, general expressions of interest in pursuing a business combination transaction with Carolina Financial. Two financial institutions, identified as Bank A and Bank B, executed confidentiality and nondisclosure agreements Oct. 10, 2019, but soon decided to withdraw from the process for various reasons.

United Bankshares submitted a written indication of interest Oct. 31, 2019, providing for an all-stock transaction with an exchange ratio of 1.11 shares of United Bankshares common stock for each share of Carolina Financial common stock, which represented a 17.3% premium based upon the closing price of each company's common stock on Oct. 30, 2019. Following further discussions with Raymond James, United Bankshares verbally increased the proposed exchange ratio to 1.13.

Over the next weeks, the parties worked to finalize the deal's terms, and an announcement was made Nov. 18, 2019.