0001193125-20-075694.txt : 20200317 0001193125-20-075694.hdr.sgml : 20200317 20200317113135 ACCESSION NUMBER: 0001193125-20-075694 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200317 DATE AS OF CHANGE: 20200317 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAROLINA FINANCIAL CORP CENTRAL INDEX KEY: 0000870385 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 571039673 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10897 FILM NUMBER: 20719854 BUSINESS ADDRESS: STREET 1: 288 MEETING STREET CITY: CHARLESTON STATE: SC ZIP: 29401 BUSINESS PHONE: 843-723-7700 MAIL ADDRESS: STREET 1: 288 MEETING STREET CITY: CHARLESTON STATE: SC ZIP: 29401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANKSHARES INC/WV CENTRAL INDEX KEY: 0000729986 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 550641179 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 300 UNITED CTR STREET 2: 500 VIRGINIA ST E CITY: CHARLESTON STATE: WV ZIP: 25301 BUSINESS PHONE: 3044248800 MAIL ADDRESS: STREET 1: 300 UNITED CT STREET 2: 500 VIRGINIA ST E CITY: CHARLESTON STATE: WV ZIP: 25301 425 1 d911789d425.htm FORM 425 Form 425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 12, 2020

United Bankshares, Inc.

(Exact name of registrant as specified in its charter)

 

        West Virginia               No. 002-86947               55-0641179        
 

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

  

 

300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)

(304) 424-8800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

   

Trading Symbol(s)

   

Name of each exchange on which registered

Common Stock, par value $2.50 per share

    UBSI    NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01  Other Events.

On March 12, 2020, United Bankshares, Inc. (“United”) and Carolina Financial Corporation (“Carolina Financial”) received regulatory approval from the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) for the merger (the “Merger”) of Carolina Financial with and into United pursuant to the Agreement and Plan of Merger, dated as of November 17, 2019 and the merger of CresCom Bank, a wholly-owned direct subsidiary of Carolina Financial, with and into United Bank, a wholly-owned direct subsidiary of United (the “Bank Merger”). United and Carolina Financial previously received the necessary regulatory approval for the Merger from the Virginia State Corporation Commission and the South Carolina Board of Financial Institutions. With the Federal Reserve Board approval, all requisite regulatory approvals have been received. The Merger is still subject to approval by United’s and Carolina Financial’s shareholders at special meetings of shareholders to be held by each company on April 2, 2020. Consummation of the Merger also remains subject to customary closing conditions.

The parties intend for the Merger and the Bank Merger to close on May 1, 2020, subject to the receipt of all required shareholder approvals and the satisfaction of other customary closing conditions.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    UNITED BANKSHARES, INC.
Date:    March 17, 2020                     By:   /s/ W. Mark Tatterson                  
    W. Mark Tatterson, Executive Vice
    President and Chief Financial Officer