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
FNB United Corp. (Nasdaq:FNBN), parent company of CommunityOne
Bank, N.A., and Bank of Granite Corp. (Nasdaq:GRAN), parent company
of Bank of Granite, 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 state's 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 United's common stock. The Carlyle Group and Oak
Hill Capital 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 Union's 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 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 FNB's 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 United preferred stock held by the U.S.
Treasury for FNB United common stock on the terms specified in the
merger and investment agreements, receipt of regulatory approvals,
the approval of the shareholders of both FNB United 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
United's 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 United's preferred stock held by the U.S.
Treasury for FNB United 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 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.
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 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 contains forward-looking statements concerning FNB
United's plans for raising capital, the conditions necessary for
closing on proposed capital investments, concerning plans and
objectives of management for future operations, concerning future
economic performance, or concerning any of the assumptions
underlying or relating to any of the
foregoing. Forward-looking statements can be identified by the
fact that they do not relate strictly to historical or current
facts, and may include the words "believes", "plans", "intends",
"expects", "anticipates", "forecasts" or words of similar
meaning. While we believe that our forward-looking statements
and the assumptions underlying them are reasonably based, such
statements and assumptions are by their nature subject to risks and
uncertainties, and thus could later prove to be inaccurate or
incorrect. Accordingly, actual results could materially
differ from projections for a variety of reasons, to include, but
not limited to: the impact of local, national, and international
economies and events, including natural disasters, on FNB United's
business and operations and on tourism, the military, and other
major industries operating within the North Carolina market in
which FNB United does business; the impact of regulatory actions on
FNB United and its bank subsidiary, including the Consent Order
agreed to by CommunityOne Bank, N.A, with the Office of the
Comptroller of the Currency and the Written Agreement agreed to by
FNB United with the Federal Reserve Bank of Richmond; the impact of
legislation affecting the banking industry including the Emergency
Economic Stabilization Act of 2008 and the Dodd-Frank Act Wall
Street Reform and Consumer Protection Act; the impact of
competitive products, services, pricing, and other competitive
forces; movements in interest rates; loan delinquency rates and
changes in asset quality generally; the price of FNB United's
stock; volatility in the financial markets and uncertainties
concerning the availability of debt or equity financing; and the
impact of regulatory supervision. For further information on
factors that could cause actual results to materially differ from
projections, please see FNB United's publicly available Securities
and Exchange Commission filings, including FNB United's 8-K filed
on April 27, 2011. FNB United does not update any of its
forward-looking statements.
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 SEC's 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 United's 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.
CONTACT: Media Contacts:
Mark Brock
704-926-1305
mbrock@wrayward.com
John Mader
704-926-1316
jmader@wrayward.com
Bank OF Granite (NASDAQ:GRAN)
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