SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
report (date of earliest event reported): April 4, 2016
Tidelands Bancshares, Inc.
(Exact name of registrant as specified in its
or other jurisdiction of incorporation)
|(Commission File Number)
||(IRS Employer Identification No.)|
|875 Lowcountry Blvd., Mount Pleasant, South Carolina
|(Address of principal executive offices)
(Registrant’s telephone number, including
(Former name or former address, if changed since
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 (see General Instruction A.2. below):
||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))|
Item 1.01 Entry into a Material Definitive
On April 4, 2016, Tidelands
Bancshares, Inc. (the “Company”), the holding company for Tidelands Bank, Mount Pleasant, South Carolina, entered into
an Agreement and Plan of Merger (the “Merger Agreement”) with United Community Banks, Inc. (“United”),
the holding company for United Community Bank, Blairsville, Georgia. Under the Merger Agreement, the Company will merge with and
into United (the “Merger”) and Tidelands Bank will merge with and into United Community Bank.
Subject to certain conditions
and potential adjustments, the Company’s shareholders will receive $0.52 in cash for each share of the Company’s common
stock, or approximately $2.2 million in the aggregate. Additionally, the United States Department of Treasury (the “Treasury”),
by letter dated March 21, 2016, has confirmed that it is willing to consent to the redemption of all of the outstanding shares
of the Company’s fixed-rate cumulative preferred stock that were issued to the Treasury under the Treasury’s Capital
Purchase Program, plus unpaid dividends, for $9.0 million in the aggregate. Such redemption will take place immediately after the
close of the Merger. The parties anticipate closing the Merger during the third quarter of 2016.
The Merger Agreement has
been unanimously approved by the boards of directors of each of the Company and United. The closing of the Merger is subject to
the required approval of the Company’s shareholders, requisite regulatory approvals and other customary closing conditions.
The Merger Agreement contains
usual and customary representations and warranties that the Company and United made to each other as of specific dates. The assertions
embodied in those representations and warranties were made solely for purposes of the contract between the Company and United,
and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms.
Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what
may be viewed as material to shareholders, and the representations and warranties may have been used to allocate risk between the
Company and United rather than establishing matters as facts.
The Merger Agreement may
be terminated in certain circumstances, including: (i) by United if there shall have occurred and be continuing any events or occurrences
that have a material adverse effect on the Company which has not been cured within twenty days after the giving of written notice
to United or, if such material adverse effect is not capable of being cured within twenty days, the Company has not begun to cure
such breach within twenty days after such written notice; (ii) by either party in the event of a material breach by the other party
of any covenant, agreement or obligation contained in the Merger Agreement which breach has not been cured within twenty days
after the giving of written notice to the other party of such breach or, if such breach is not capable of being cured within twenty
days, such other party has not begun to cure such breach within twenty days after such written notice; (iii) by United if United
learns of any fact or condition which materially and adversely affects such business, properties, assets or earnings or the ownership,
value or continuance of the Company; (iv) by either party upon a final and nonappealable denial of a required regulatory approval
or injunction or similar restraint permanently restraining, enjoining or otherwise prohibiting consummation of the transactions
contemplated by the Merger Agreement; (v) by either party if the closing of the transactions contemplated by the Merger
Agreement shall not have occurred on or before October 31, 2016; or (vi) by United if the holders of more than ten percent
of the shares of outstanding of the Company’s common stock elect to exercise their statutory right to dissent from the Merger.
Upon termination of the Merger Agreement under certain specified circumstances, the Company may be required to pay United a termination
fee of $1.0 million.
The foregoing summary of
the Merger Agreement is qualified in its entirety by reference to the complete text of such document, which is filed as Exhibit
2.1 to this Current Report on Form 8-K and which is incorporated herein by reference.
Participants in the Merger Solicitation.
The Company and United,
and certain of their respective directors, executive officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company in respect of the Merger. Information regarding
the directors and executive officers of the Company who may be deemed participants in the solicitation of proxies from the shareholders
of the Company in connection with the Merger will be included in the proxy statement for the Company’s special meeting of
shareholders, which will be filed by the Company with the Securities and Exchange Commission (“SEC”). Additional information
regarding the interests of such participants will be included in the proxy statement and other relevant documents regarding the
Merger filed with the SEC when they become available. Information regarding the directors and executive officers of United is set
forth in its 2015 Annual Report on Form 10-K, definitive proxy statement for United’s 2016 annual meeting of shareholders
and other documents filed by United with the SEC.
Additional Information and Where to Find
In connection with the
Merger, the Company plans to file a proxy statement and all other relevant materials with the SEC. Promptly after filing its definitive
proxy statement with the SEC, the Company will mail the definitive proxy statement to each stockholder entitled to vote at a special
meeting related to the Merger. The Company’s shareholders are urged to read to proxy statement when it becomes available
and other documents to be filed with the SEC in connection with the Merger or incorporated by reference in the proxy statement
because they will contain important information about the Merger. Investors will be able to obtain a free copy of documents filed
with the SEC at the SEC’s website at sec.gov. In addition, investors may obtain a free copy of the Company’s filings
with the SEC from the Company’s website at tidelandsbank.com.
||Regulation FD Disclosure. |
On April 4, 2016, United
issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
||Financial Statements and Exhibits.|
Agreement and Plan of Merger, dated
April 4, 2016, by and between United Community Banks, Inc. and Tidelands Bancshares, Inc.
Press release dated April 4, 2016 announcing
the Merger Agreement with United Community Banks, Inc.
Caution about Forward-Looking Statements.
This Current Report contains forward-looking
statements, as defined by federal securities laws, including statements about the Company’s financial outlook and business
environment. These statements are based on current expectations and are provided to assist in the understanding of future financial
performance. Such performance involves risks and uncertainties that may cause actual results to differ materially from those expressed
or implied in any such statements. For a discussion of some of the risks and other factors that may cause such forward-looking
statements to differ materially from actual results, please refer to the Company’s filings with the SEC including its 2015
Annual Report on Form 10-K under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk
Factors.” Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to
update or revise forward-looking statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
||TIDELANDS BANCSHARES, INC.|
|Dated: April 4, 2016
||By: /s/ Thomas H. Lyles |
|| Thomas H. Lyles|
|| Chief Executive Officer|
INDEX TO EXHIBITS
Agreement and Plan of Merger, dated April 4,
2016, by and between United Community Banks, Inc. and Tidelands Bancshares, Inc.
Press Release dated April 4, 2016
announcing the Merger Agreement with United Community Banks, Inc.