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EX-2.1 - EX-2.1 - BANK OF GRANITE CORP | g26995exv2w1.htm |
8-K - FORM 8-K - BANK OF GRANITE CORP | g26995e8vk.htm |
Exhibit 99.1
NEWS |
Media Contacts: |
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Mark Brock
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John Mader | |
704-926-1305
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704-926-1316 | |
mbrock@wrayward.com
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jmader@wrayward.com |
NEWS FOR IMMEDIATE RELEASE: | April 27, 2011 |
FNB United Corp. and Bank of Granite Corp. to Merge
The Carlyle Group and Oak Hill Capital to Invest $155 Million in FNB United Corp.
Brian Simpson and Bob Reid to lead new management team
GRANITE FALLS, NORTH CAROLINA Bank of Granite Corp. (NASDAQ: GRAN), parent company of Bank of
Granite, and FNB United Corp. (NASDAQ: FNBN), parent company of CommunityOne Bank,
N.A., today announced plans to merge, contingent on shareholder, regulatory and other approvals,
the successful recapitalization of FNB United and other conditions. The merger of these
100-year-old institutions will create a North Carolina community banking organization with
approximately $2.9 billion in assets, $2.4 billion in deposits and 63 full-service banking offices
located in some of the states most robust markets. The combined parent company will be called FNB
United Corp., and will be operated by new management, led by Brian Simpson as Chief Executive
Officer and Bob Reid as President. FNB United will be headquartered in Asheboro, N.C. The
transaction is expected to close during the third quarter of 2011. Thereafter, the two bank
subsidiaries (CommunityOne and Bank of Granite) will be operated as separate entities
until a future date, after which the merged bank will be named CommunityOne
BANK, N.A.
As part of this transaction, The Carlyle Group and Oak Hill Capital Partners, two
private equity firms with a history of successful investing in the financial services sector, have
each entered into definitive agreements with FNB United to invest $77.5 million in the common
stock of FNB United subject to the conditions set forth in the agreements as part of a $310
million private placement of FNB Uniteds common stock. The Carlyle Group and Oak Hill Capital
P.O. Box 128 Granite Falls, NC 28630 |
www.bankofgranite.com |
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Partners will each receive approximately 484 million shares of common stock at the closing
not to exceed 24.9 percent of the then-outstanding shares of common stock, valued at $0.16 a
share.
John Bray, Chairman of Bank of Granite, said, Bank of Granite and
CommunityOne share many synergies, including the top priority of providing excellent
and reliable banking services to our local communities. Both institutions have enjoyed great
successes and weathered challenging times for more than a century, and the announcements today
will help position both companies for the future.
Jim Campbell, Chairman of FNB United, said, The past few years have presented FNB
United with significant challenges, and through this proposed merger we will embrace a new way
forward from a position of strength. We are excited that the prospective management team is led
by native North Carolinians, Brian Simpson as Chief Executive Officer and Bob Reid as President,
who will provide exceptional leadership for this new institution.
New Management
Mr. Simpson is a former senior executive and Operating Committee member at First Union
Corporation with 17 years of banking experience. During his career, he was responsible for
leading segments of First Unions capital markets activities. Mr. Simpson was also responsible
for balance sheet management, including interest rate sensitivity, funding and liquidity
management.
Mr. Reid has 30 years of financial services experience with extensive leadership roles in
community banking, retail banking, corporate banking, commercial banking, business banking, real
estate finance, capital management and wealth management at Wachovia Corporation and its
predecessor, First Union. Mr. Reid held numerous regional leadership positions throughout his
career with Wachovia and First Union in Pennsylvania, Delaware, New Jersey, New York, Connecticut,
Tennessee and North Carolina.
New Board
The prospective management team will be supported by a new board of directors that
includes Austin Adams (Chief Information Officer, JP Morgan Chase, BankOne and First Union); Jerry
Licari (national banking practice leader, KPMG LLP); Chan Martin (retired treasurer and senior
risk executive, Bank of America); and Jerry Schmitt (former asset/liability committee chairman,
First Union). The new board will also include one representative each from
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The Carlyle Group and Oak Hill Capital Partners, and two FNB United and one Bank of
Granite legacy board members.
The Transaction
The merger agreement provides that Bank of Granite shareholders will receive 3.375 shares
of FNBs common stock in exchange for each share of Bank of Granite common stock they own
immediately prior to completion of the merger.
Completion of the merger and The Carlyle Group and Oak Hill Capital Partners investments are
dependent on each other and the satisfactory completion of a number of other conditions including
the exchange of FNB preferred stock held by the U.S. Treasury for FNB common stock on the terms
specified in the merger and investment agreements, receipt of regulatory approvals, the approval
of the shareholders of both FNB and Bank of Granite, FNB United raising $310 million inclusive of
The Carlyle Group and Oak Hill Capital Partners investments, the board and management structure
referenced in the agreements, receipt of advice that the private placement investments will not
impair FNB Uniteds existing net operating loss deferred tax asset, FNB United and Bank of Granite
meeting specified financial condition requirements and not having experienced material adverse
effects and events, and other customary closing conditions. The U.S. Treasury has issued a letter,
dated April 6, 2011, indicating its agreement to exchange FNB Uniteds preferred stock held by the
U.S. Treasury for FNB common stock having a value equal to the terms specified in the merger and
investment agreements, subject to the execution of a definitive agreement with the U.S. Treasury,
the completion of the capital raise, and the completion of certain other matters.
About Bank of Granite Corporation
Bank of Granite Corporation is the parent company of Bank of Granite. Founded in 1906, Bank of
Granite operates 18 full-service banking offices in seven North Carolina counties Burke,
Caldwell, Catawba, Iredell, Mecklenburg, Watauga and Wilkes.
About FNB United Corp.
FNB United Corp. is the Asheboro, N.C.-based bank holding company for CommunityOne
Bank, N.A. Opened in 1907, CommunityOne Bank operates 45 offices in 38 communities
throughout central, southern and western North Carolina, and offers a complete line of consumer,
mortgage and business banking services, including loan, deposit, cash management, wealth
management and internet banking services.
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About The Carlyle Group
The Carlyle Group is a global alternative asset manager with $106.7 billion of
assets under management committed to 84 funds as of December 31, 2010. The Carlyle
Group invests across three asset classes corporate private equity, real assets and
global market strategies in Africa, Asia, Australia, Europe, North
America and South America focusing on aerospace & defense, consumer & retail, energy
& power, financial services, healthcare, industrial, infrastructure, technology &
business services, telecommunications & media and transportation. Since 1987, the
firm has invested $68.7 billion of equity in 1,035 transactions. The Carlyle Group
employs more than 990 people in 19 countries. Web: www.carlyle.com; Case
Studies: www.carlylegroupcreatesvalue.com; Video:www.youtube.com/OneCarlyle
About Oak Hill Capital Partners
Oak Hill Capital Partners is a private equity firm with more than $8.2 billion
of committed capital from leading entrepreneurs, endowments, foundations,
corporations, pension funds and global financial institutions. Robert M. Bass is the
lead investor. Over a period of more than 24 years, the professionals at Oak Hill
Capital Partners and its predecessors have invested in more than 60 significant
private equity transactions. Oak Hill Capital Partners is one of several Oak Hill
partnerships, each of which has a dedicated and independent management team. These
Oak Hill partnerships comprise over $30 billion of investment capital across multiple
asset classes. For more information about Oak Hill Capital Partners, please visit
www.oakhillcapital.com.
Cautionary Statement
The issuance of the securities by FNB United pursuant to the investment agreements
have not been and will not be registered under the Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws. This
document shall not constitute an offer to sell or the solicitation of an offer to
buy the securities, nor shall there be any sale of the securities in any
jurisdiction or state in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction or state.
Forward-Looking Statements
This document may contain statements that may be deemed forward looking
statements within the meaning of the Private Securities Litigation Act of 1995,
including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933, including statements concerning Bank of Granites plans for
the transaction, the conditions necessary for closing on the transaction, the plans
and objectives of management for future operations, the future economic performance
of Bank of Granite or any of the assumptions underlying or relating to any of the
foregoing. Such statements involve known and unknown risks, uncertainties and other
factors that may cause actual results to differ materially from these statements.
Such statements are often characterized by the use of qualifying words such as
expects, anticipates, believes, estimates, plans, projects, or other
statements concerning opinions or judgments of Bank of Granite and its management
about future events. There can be no assurance that Bank of Granite will be able to
close on the transaction, or that other actual results, performance or achievements
of Bank of Granite will not differ materially
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from those expressed or implied by forward looking statements. The accuracy of such
forward looking statements could be affected by certain factors, including but not limited to,
Bank of Granites ability to complete the transaction announced today. For additional factors
that could affect the matters discussed in forward looking statements, see the Risk Factors
section in Bank of Granites most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission.
Important Information for Investors and Shareholders
This communication shall not constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. The proposed transaction will be
submitted to the stockholders of FNB United and Bank of Granite. FNB United and Bank of Granite
will file a registration statement on Form S-4, a joint proxy statement/prospectus and other
relevant documents concerning the proposed transaction with the SEC. FNB United and Bank of
Granite will each provide the final joint proxy statement/prospectus to its respective
stockholders. Investors and security holders are urged to read the registration statement and the
joint proxy statement/prospectus and any other relevant documents filed with the SEC when they
become available, as well as any amendments or supplements to those documents, because they will
contain important information about FNB United, Bank of Granite and the proposed transaction.
Investors and security holders will be able to obtain a free copy of the registration statement
and joint proxy statement/prospectus, as well as other filings containing information about FNB
United and Bank of Granite free of charge at the SECs web site at http://www.sec.gov. In
addition, the joint proxy statement/prospectus, and other documents filed with the SEC by FNB
United may be obtained free of charge by directing such request to: Investor Relations, FNB
United, P O Box 1328, Asheboro, N. C. 27204 or from FNB Uniteds Investor Relations page on its
corporate web site at www.MyYesBank.com, and the joint proxy statement/prospectus and the other
documents filed with the SEC by Bank of Granite be obtained free of charge by directing such
request to www.bankofgranite.com.
FNB United, Bank of Granite and their respective directors, executive officers, and certain other
members of management and employees may be deemed to be participants in the solicitation of
proxies in favor of the proposed transactions from the shareholders of FNB United and from the
shareholders of Bank of Granite, respectively. Information about the directors and executive
officers of FNB United and Bank of Granite, respectively, will be set forth in the joint proxy
statement/prospectus on Form S-4. Additional information regarding participants in the proxy
solicitation may be obtained by reading the joint proxy statement/prospectus regarding the
proposed transaction when it becomes available.
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