The $24
billion-asset United agreed
in May to buy the $1.9 billion-asset Progress for $271.5 million in stock.
Progress,
however, has United on a list of potential “upstream partners” well before David
Nast, it’s president and CEO, first met with Lynn Harton, United’s chairman and CEO, last September,
according to a
regulatory filing tied to the merger.
While
the executives’ first meeting was informal, they “quickly developed a strong
relationship and determined the two banks would be able to serve clients better
and provide shareholders an opportunity for a good return” if the merged, the
filing said.
The banks have similar
business lines and each saw a strategic geographic fit because United had yet
to enter Alabama or the Florida Panhandle.
The companies signed a nondisclosure
agreement on Feb. 4, and Progress began to send United due diligence
information four days later.
United
sent its initial nonbinding letter of intent on March 9. The initial draft of
the merger agreement was sent to Progress on April 1. The filing gave no
details on the financials of either document.
“Progress bankers and their customers will
benefit from the expanded products and resources that we are able to bring to
the table,” Harton said in a press release announcing the deal.
"Our M&A focus has continued to be on
high-growth markets in the Southeast with attractive demographics and strong
in-migration,” Harton added. “Progress’ footprint will complement our existing
markets and be accretive to our franchise value.”
The deal should be 2% accretive to United’s 2023
earnings per share, excluding merger-related costs. The company expects to
incur $25.4 million of merger-related expenses.
United plans to cut a quarter of Progress'
annual noninterest expenses, or roughly $13.5 million.
Nast, who will become United's state president for Alabama and the Florida Panhandle, will receive a $443,000 annual salary and is eligible for a bonus that could be as high as $177,200.
Nash is also set to receive a lump sum of nearly $2.9 million as part of the change of control, along with a $150,000 cash retention award.
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