United Bankshares, Inc. and Carolina Financial Corporation to Combine to Form Leading Community Bank in the Southeast and Mid-Atlantic

United Bankshares, Inc. (“United”) (NASDAQ: UBSI), the parent company of United Bank (“United Bank”), and Carolina Financial Corporation (“Carolina Financial”) (NASDAQ: CARO), the parent company of CresCom Bank (“CresCom”), today announced that they have entered into a definitive merger agreement.

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The combined organization will be approximately $25 billion in assets and will rank in the top 35 largest banks in the U.S. based on market capitalization. The merger brings together two of the best-performing banking companies in the country, and uniquely positions the pro forma franchise as the leading community bank in the Southeast and Mid-Atlantic. The transaction will result in a combined company with more than 200 locations in some of the most desirable banking markets in the nation.

United will acquire 100% of the outstanding shares of Carolina Financial in exchange for common shares of United. The exchange ratio will be fixed at 1.13 of United’s shares for each share of Carolina Financial, resulting in an aggregate transaction value of approximately $1.1 billion.

Richard M. Adams, Chairman and CEO of United, said, “We are excited about our partnership with Carolina Financial Corporation and the opportunities it affords both organizations. Our companies share complementary cultures, a commitment to our customers, and a focus on serving our communities. This transaction represents a significant step towards continuing to grow United’s presence in the Carolinas.” United, with locations in seven states plus the District of Columbia, entered the North and South Carolina markets in 2017.

Carolina Financial CEO Jerry Rexroad will join United as a board member and executive officer. “We are partnering with a bank that has a strong community banking culture, along with the resources of a larger institution. We believe that United is the very best partner to create the most trusted community bank in the communities we serve,” commented Mr. Rexroad. He will also serve as Chairman of United’s Carolinas franchise, and will continue to serve as Chairman of CresCom’s Atlanta-based Crescent Mortgage Company.