美国社区银行美股招股说明书(2025-02-06版)

To the Shareholders of ANB Holdings, Inc.: On December 2, 2024, United Community Banks, Inc., which we refer to as United, andANB Holdings, Inc., which we refer to as ANB Holdings, entered into an Agreement and Planof Merger, which we refer to as the merger agreement, that provides for the acquisition ofANB Holdings by United. Under the merger agreement, ANB Holdings will merge with andinto United, with United as the surviving corporation, in a transaction we refer to as themerger. Immediately following completion of the merger, American National Bank, a wholly-owned subsidiary of ANB Holdings, which we refer to as ANB, will merge with and intoUnited Community Bank, a wholly-owned subsidiary of United, with United CommunityBank as the surviving bank, in a transaction we refer to as the bank merger. The transactionwill strengthen United’s presence in the greater Miami market. Pursuant to the terms and subject to the conditions set forth in the merger agreement,ANB Holdings shareholders will receive United common stock for their shares of ANBHoldings common stock (plus cash in lieu of fractional shares). At the effective time of themerger, each outstanding share of ANB Holdings common stock (except for treasury stock orshares owned by ANB Holdings or United, in each case, other than in a fiduciary or agencycapacity or as a result of debts previously contracted, and shares held by shareholders whoproperly exercise appraisal rights) will be converted into the right to receive 1.650 shares,which we refer to as the exchange ratio, of United common stock. No fractional shares ofUnited common stock will be issued in the merger, and holders of ANB Holdings commonstock will be entitled to receive cash in lieu of fractional shares. Although the number ofshares of United common stock that each ANB Holdings shareholder will receive is fixed, themarket value of the merger consideration will fluctuate with the market price of Unitedcommon stock and will not be known at the time ANB Holdings shareholders vote on themerger agreement. Based on the exchange ratio, and on the closing stock price of Unitedcommon stock of $32.53 as of February 3, 2025, the latest practicable trading day before thedate of this proxy statement/prospectus, the value of the per share merger considerationpayable to holders of ANB Holdings common stock was approximately $53.67 as of such date. We urge you to obtain current market quotations for United (currently traded on The NewYork Stock Exchange under the trading symbol “UCB”). ANB Holdings’ common stock is notlisted or quoted on any exchange. Based on the current number of shares of ANB Holdings common stock outstanding as ofthe date of the merger agreement, United expects to issue approximately 2.4 million shares ofUnited common stock to ANB Holdings shareholders upon completion of the merger, whichwill result in current ANB Holdings shareholders owning approximately 2% of Unitedcommon stock. However, any increase or decrease in the number of outstanding shares ofANB Holdings common 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 themerger to change. The merger cannot be completed unless the merger agreement is adopted and approved bythe affirmative vote of a majority of all the votes entitled to be cast thereon by the holders ofoutstanding shares of ANB Holdings common stock. The merger agreement will be voted on at a special meeting of ANB Holdingsshareholders, which will be held on March 20, 2025 at 3:00 p.m., Eastern Time, at ANBHoldings’ main office, located at 4301 North Federal Highway, Oakland Park, Florida 33308.At the special meeting, holders of ANB Holdings common stock as of the close of business onFebruary 3, 2025, the record date for the special meeting, are entitled to notice of, and to voteat, the special meeting to adopt and approve the merger agreement as described in this proxystatement/prospectus. ANB Holdings shareholders as of the record date will also be asked toapprove a proposal to adjourn the special meeting, if necessary or appropriate, to solicitadditional proxies in favor of the proposal to adopt and approve the merger agreement, asdescribed in this proxy statement/prospectus. Certain shareholders of ANB Holdings haveentered into a voting and support agreement with United pursuant to which they have agreedto vote “FOR” the adoption and approval of the merger agreement, subject to the terms of the voting and support agreement. Additional informationregarding the voting agreements and the voting process for the ANB Holdings special meetingis included in this proxy statement/prospectus. ANB Holdings’ 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 thebest interests of ANB Holdings and its shareholders, has unanimously authorized, adopted and