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 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 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 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
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.
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 Granite's 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 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 Granite's 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 Granite's 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 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.
Media Contacts: Mark Brock 704-926-1305 Email Contact
John Mader 704-926-1316 Email Contact
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