FNB United Corp. (Nasdaq:FNBN), parent company of CommunityONE
Bank, N.A., today announced that it has received regulatory
approvals for its proposed acquisition of Bank of Granite
Corporation (Nasdaq:GRAN), parent company of Bank of Granite.
The Federal Reserve Bank of Richmond has approved FNB's proposed
acquisition of Bank of Granite Corporation through a merger and the
exchange of preferred stock issued to the U.S. Treasury for common
stock. FNB's primary bank subsidiary, CommunityONE Bank, has also
received approval from the Office of the Comptroller of the
Currency (OCC) of its capital restoration plan and settlement of
certain debt and preferred stock securities held by SunTrust
Bank.
Additionally, the proposed management team for FNB has received
clearance from the Federal Reserve to assume their new positions
with the company. These approvals were required in order to
consummate FNB's proposed $310 million capital raise and the
proposed acquisition of Bank of Granite
Corporation.
The merger and recapitalization remain subject to approval by
FNB shareholders and Bank of Granite Corporation stockholders, who
were issued a joint proxy statement in September. The Bank of
Granite Corporation's special meeting of stockholders is scheduled
for Tuesday, October 18, 2011 and the FNB United Corp. annual
meeting of shareholders is scheduled for Wednesday, October 19,
2011.
The proposed acquisition of Bank of Granite Corporation by FNB
will unite two 100-year-old institutions, creating a North Carolina
community banking organization with approximately $2.8 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 merged organization will be led by Brian Simpson as CEO and
Bob Reid as president, with headquarters in Asheboro, N.C. Simpson
and Reid led a successful $310 million capital raise by FNB, which
includes The Carlyle Group and Oak Hill Capital Partners as lead
investors, each having entered into definitive agreements with FNB
to invest $79 million, each subject to conditions contained in the
investment agreements.
Contingencies
The closing of the recapitalization and the merger remains
subject to the following conditions, among others: satisfaction or
waiver of the closing conditions under the merger agreement with
Bank of Granite Corporation, the investment agreements with
affiliates of The Carlyle Group and Oak Hill Capital Partners and
the subscription agreements with additional investors; FNB
shareholder approval of certain proposals necessary for FNB to
consummate the investments, the merger and the related
transactions; the shares of common stock to be issued under the
investment agreements being authorized for listing on
NASDAQ; the exchange of FNB's preferred stock issued to the
U.S. Department of the Treasury for common stock; the satisfaction
of conditions regarding minimum liquidity and non-brokered deposits
and the level of non-performing assets; receipt of advice as to the
absence of an Internal Revenue Code Section 382 ownership change as
a result of the private placement investments; and neither FNB nor
Bank of Granite Corporation having experienced a material adverse
effect.
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.
Additional Information and Where to Find It
FNB has filed with the Securities and Exchange Commission (the
"SEC") a Registration Statement on Form S-4, including a joint
proxy statement/prospectus, in connection with the proposed merger,
recapitalization and related matters. The joint proxy
statement/prospectus, which has been sent or given to the
shareholders of FNB, contains important information. Before
making any voting decision, FNB's shareholders are urged to read
the joint proxy statement/prospectus carefully and in its entirety
because it contains important information about the merger,
recapitalization and related matters. The joint proxy
statement/prospectus and other relevant materials, and any other
documents filed by FNB with the SEC, may be obtained free of charge
at the SEC's website at www.sec.gov. In addition, shareholders
will be able to obtain free copies of the joint proxy
statement/prospectus by contacting Phoenix Advisory Partners, FNB's
proxy solicitor, at 110 Wall Street, 27th Floor, New York, NY
10005; telephone number (866) 304-2061 (for shareholders) or (212)
493-3910 (for banks and brokers).
Forward-Looking Statements
This press release and the attached exhibits may contain
forward-looking statements concerning the recapitalization and the
merger, the conditions necessary for closing the recapitalization
and the merger, 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. There can be no assurance that FNB will be able to
close on the transactions with investors and obtain required
capital or close on the merger, or that other actual results,
performance or achievements of FNB will not differ materially from
those expressed or implied by forward-looking
statements. Factors that could cause actual events or results
to differ significantly from those described in the forward-looking
statements include, but are not limited to, FNB's ability to
complete the proposed transactions and other aspects of its
recapitalization and recovery plans. For further information
on factors that could cause actual results to materially differ
from projections, please see FNB's publicly available Securities
and Exchange Commission filings, including FNB's Annual Report on
Form 10-K for the year ended December 31, 2010 and other filings
with the SEC. FNB does not undertake to update any of its
forward-looking statements.
CONTACT: Mark Brock
(704) 926-1305
mbrock@wrayward.com
John Mader
(704) 926-1316
jmader@wrayward.com
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