SEC Form S-4 filed by United Bankshares Inc.

As filed with the Securities and Exchange Commission on July 3, 2024

Registration No.     

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

UNITED BANKSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

West Virginia		6022		55-0641179
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I. R. S. Employer Identification Number)

500 Virginia Street, East

Charleston, West Virginia 25301

(304) 348 8400

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Richard M. Adams, Jr.

Chief Executive Officer

United Bankshares, Inc.

P. O. Box 393

500 Virginia Street, East

Charleston, West Virginia 25301

(304) 348 8400

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

with copies to:

 

Sandra M. Murphy, Esq. Amy J. Tawney, Esq. Bowles Rice LLP 600 Quarrier Street P.O. Box 1386 Charleston, West Virginia 25325 (304) 347-1131		Mark C. Kanaly, Esq. David S. Park, Esq. Alston & Bird LLP 1201 West Peachtree Street, Suite 4900 Atlanta, Georgia 30309-3424 (404) 881-7975

 

 

Approximate date of commencement of proposed sale of the securities to the public: as soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging growth company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

 

 

 

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED JULY 3, 2024

 

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On May 10, 2024, United Bankshares, Inc., or United Bankshares, and Piedmont Bancorp, Inc., or Piedmont, announced a strategic business combination in which Piedmont will merge with and into United Bankshares. The combined company, which will retain the United Bankshares name, will have approximately $32 billion in assets and operate over 230 branches across Georgia, North Carolina, South Carolina, the District of Columbia, Virginia, Maryland, Pennsylvania, Ohio and West Virginia. Piedmont is sending you this prospectus and proxy statement to invite you to attend its annual meeting of shareholders, at which you will have the opportunity to vote on the merger and other items.

If the merger is completed, holders of Piedmont common stock will receive 0.300 shares of United Bankshares common stock in exchange for each share of Piedmont common stock held immediately prior to the merger, subject to the payment of cash in lieu of fractional shares. Upon completion of the merger, United Bankshares shareholders are expected to own approximately 94.6% of the combined company and former Piedmont shareholders are expected to own approximately 5.4% of the combined company. The number of shares of United Bankshares common stock that Piedmont shareholders will receive in the merger for each share of Piedmont common stock is fixed. The implied value of the consideration Piedmont shareholders will receive in the merger will change depending on changes in the market price of United Bankshares common stock and will not be known at the time you vote on the merger.

Based on the closing price of United Bankshares common stock on the NASDAQ Global Select Market, or Nasdaq (trading symbol “UBSI”), on May 9, 2024, the last trading day before public announcement of the merger, the 0.300 exchange ratio represented approximately $10.28 in value for each share of Piedmont common stock. Based on United Bankshares’ closing price on [●], 2024 of $[●], the 0.300 exchange ratio represented approximately $[●] in value for each share of Piedmont common stock. Based on the 0.300 exchange ratio and the number of shares of Piedmont common stock outstanding and reserved for issuance under various plans and agreements and in connection with various convertible securities as of [●], 2024, the maximum number of shares of United Bankshares common stock issuable in the merger is expected to be 7,957,660.

If the average closing price of United Bankshares common stock declines by more than 20% from $34.27 and underperforms an index of banking companies by more than 20% over a designated measurement period, then Piedmont may terminate the merger agreement unless United Bankshares agrees to increase the number of shares to be issued or pay additional cash consideration to the holders of Piedmont common stock as part of the merger consideration.

The common stock of United Bankshares is listed on Nasdaq. United Bankshares and Piedmont urge you to obtain current market quotations for United Bankshares (trading symbol “UBSI”) because the value of the merger consideration will fluctuate based on United Bankshares’ common stock price.

The merger is structured to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, and holders of Piedmont common stock will not recognize any gain or loss for United States federal income tax purposes on the exchange of shares of Piedmont common stock for shares of United Bankshares common stock in the merger, except with respect to any cash received in lieu of fractional shares of United Bankshares common stock.

At the annual meeting of Piedmont shareholders to be held on [●], 2024, holders of Piedmont common stock will be asked to vote to (1) approve the merger agreement, (2) approve the adjournment, postponement or continuance of the annual meeting, if necessary, in order to further solicit additional proxies if there are not sufficient votes at the time of the annual meeting to approve the merger agreement, and (3) elect the four Class III director nominees identified in this prospectus and proxy statement for a term of three years. Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of Piedmont common stock. Approval of the adjournment of the annual meeting requires the affirmative vote of a majority of the shares of Piedmont common stock represented in person or by proxy at the annual meeting. Election of the Class III director nominees requires a plurality of votes cast at a meeting in which a quorum is present. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Piedmont common stock entitled to vote is necessary to constitute a quorum at the annual meeting.

The Piedmont board of directors unanimously recommends that Piedmont shareholders vote “FOR” the approval of the merger agreement, “FOR” the approval of the adjournment, postponement or continuance of the annual meeting, if necessary, in order to further solicit additional proxies if there are not sufficient votes to approve the merger agreement, and “FOR” the election of the four Class III director nominees identified in this prospectus and proxy statement.

 

 

This document describes the annual meeting, the merger, the documents related to the merger and other related matters. Please carefully read this entire document, including “Risk Factors” beginning on page 16 for a discussion of the risks relating to the proposed merger and owning United Bankshares common stock after the merger. You also can obtain information about United Bankshares and Piedmont from documents that each has filed with the Securities and Exchange Commission.

 

Neither the Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved the United Bankshares common stock to be issued under this document or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation, or any other governmental agency.

The date of this document is [●], 2024, and it is first being mailed or otherwise delivered to Piedmont shareholders on or about [●], 2024.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON [●], [●], 2024

On [●], [●], 2024, Piedmont Bancorp, Inc., or Piedmont, will hold an annual meeting of shareholders at [●] a.m./p.m., local time, at the Atlanta Athletic Club, 1930 Bobby Jones Drive, Johns Creek, Georgia 30097 to consider and vote upon the following matters:

 

(1)

a proposal to approve the Agreement and Plan of Merger, dated as of May 9, 2024, by and between United Bankshares, Inc. and Piedmont, as may be amended from time to time, which we refer to as the merger agreement, a copy of which is attached as Appendix A to the accompanying prospectus and proxy statement, which proposal we refer to as the merger proposal;

 

(2)

a proposal to approve the adjournment, postponement or continuance of the annual meeting on one or more occasions, if necessary or appropriate, in order to further solicit additional proxies, in the event that there are not sufficient votes at the time of the annual meeting to approve the merger agreement, which proposal we refer to as the adjournment proposal; and

 

(3)

a proposal to elect four Class III director nominees for a term of three years, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal, which we refer to as the director election proposal.

The Piedmont board of directors has fixed the close of business on [●], 2024, as the record date for the annual meeting. Only Piedmont shareholders of record at that time are entitled to notice of, and to vote at, the annual meeting, or any adjournment, postponement or continuance of the annual meeting. Approval of the merger proposal requires the affirmative vote of a majority of the outstanding shares of Piedmont common stock. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares of Piedmont common stock represented in person or by proxy at the annual meeting if a quorum is established. The election of the four Class III director nominees requires a plurality of votes cast at a meeting in which a quorum is present. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Piedmont common stock entitled to vote is necessary to constitute a quorum at the annual meeting.

Piedmont shareholders will be given the opportunity to exercise dissenters’ rights in accordance with certain procedures specified in Title 14, Chapter 2, Article 13 of the Georgia Business Corporations Code, which sections are attached as Appendix C to the attached prospectus and proxy statement and incorporated herein by reference. Piedmont shareholders who wish to exercise their dissenters’ rights must file written demands that Piedmont acquire their shares of Piedmont common stock for cash and comply with the other procedural requirements set forth in Title 14, Chapter 2, Article 13 of the Georgia Business Corporations Code. For additional details about dissenters’ rights, please refer to “The Merger – Dissenters’ Rights” beginning on page 51 and Appendix C to the accompanying prospectus and proxy statement.

Whether or not you plan to attend the annual meeting, please vote your shares as soon as possible. If you are a shareholder of record, you may vote your shares by submitting your proxy card by mail, by accessing the Internet site listed on the Piedmont proxy card, or by voting telephonically using the phone number listed on the Piedmont proxy card. To submit your proxy by mail, please complete, sign, date and return the accompanying proxy card in the enclosed self-addressed, stamped envelope. This will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any holder of record of Piedmont common stock who is present at the annual meeting may vote in person instead of by proxy, thereby canceling any previous proxy. In any event, a proxy may be revoked at any time before the annual meeting in the manner described in the accompanying document.

If you beneficially hold your shares through a bank, broker, nominee or other holder of record, please vote your shares as soon as possible by following the voting instructions you receive from such holder of record.

The Piedmont board of directors has unanimously adopted and approved the merger and the merger agreement and recommends that Piedmont shareholders vote “FOR” the proposals set forth herein.

 

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY, REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE ANNUAL MEETING.

REFERENCES TO ADDITIONAL INFORMATION

This prospectus and proxy statement is part of a registration statement filed by United Bankshares with the Securities and Exchange Commission, or the SEC, under the Securities Act of 1933, as amended, or the Securities Act, that registers the shares of United Bankshares common stock to be issued to shareholders of Piedmont in the merger. The registration statement, including the exhibits and schedules attached to the registration statement, contains additional relevant information about United Bankshares and its common stock, Piedmont and the combined company. The rules and regulations of the SEC allow United Bankshares to omit some information included in the registration statement from this prospectus and proxy statement. The registration statement incorporates by reference important business and financial information about United Bankshares and Piedmont from documents that are not included in or delivered with this document.

You can obtain documents incorporated by reference in this document free of charge through the SEC website (http://www.sec.gov) or by requesting them in writing or by telephone from United Bankshares or Piedmont at the following addresses and telephone numbers:

 

United Bankshares, Inc. 514 Market Street Parkersburg, West Virginia 26102 Attention: Shelli Adams Telephone: (304) 424-8633		Piedmont Bancorp, Inc. 5100 Peachtree Parkway Peachtree Corners, Georgia 30092 Attention: Philip F. Resch Telephone: (770) 246-0011

You will not be charged for any of these documents that you request. Piedmont shareholders requesting documents should do so by [●], 2024, in order to receive them before their annual meeting.

You should rely only on the information contained in or incorporated by referenced into this document. No one has been authorized to provide you with information or make any representation about the merger or United Bankshares or Piedmont that differs from, or adds to, the information in or incorporated by reference into this document. United Bankshares and Piedmont take no responsibility for, and provide no assurance as to the reliability of, any other information that others may give you. This document is dated [●], 2024, and you should assume that the information in this document is accurate only as of such date. Neither the mailing of this document to Piedmont shareholders nor the issuance by United Bankshares of shares of United Bankshares common stock in connection with the merger will create any implication to the contrary.

Information on the websites of United Bankshares or Piedmont, or any subsidiary of United Bankshares or Piedmont, is not part of this document. You should not rely on that information in deciding how to vote.

This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding Piedmont has been provided by Piedmont and information contained in this document regarding United Bankshares has been provided by United Bankshares.

See “Where You Can Find More Information” on page 95.

 

TABLE OF CONTENT

 

		Page
QUESTIONS AND ANSWERS			1
SUMMARY			6
RISK FACTORS			16
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS			23
EQUIVALENT PRO FORMA MARKET VALUE OF COMMON STOCK			25
THE ANNUAL MEETING			26
Matters to be Considered			26
Proxies			26
Solicitation of Proxies			27
Record Date			27
Quorum and Voting Rights			27
Attending the Annual meeting			27
PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING			29
PROPOSAL NO. 1 APPROVAL OF THE MERGER AGREEMENT			29
Required Vote			29
Recommendation of the Piedmont Board of Directors			29
PROPOSAL NO. 2 APPROVAL OF THE ADJOURNMENT, POSTPONEMENT OR CONTINUANCE OF THE ANNUAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES			30
Required Vote			30
Recommendation of the Piedmont Board of Directors			30
PROPOSAL NO. 3 ELECTION OF CLASS III DIRECTORS			31
Required Vote			32
Recommendation of the Piedmont Board of Directors			32
THE MERGER			33
Background of the Merger			33
Piedmont’s Reasons for the Merger; Recommendation of the Piedmont Board of Directors			37
United Bankshares’ Reasons for the Merger			40
Opinion of Piedmont’s Financial Advisor			41
Certain Unaudited Prospective Pro Forma FinancialInformation			51
Public Trading Markets			51
Dissenters’ Rights			51
Interests of Certain Piedmont Directors and Executive Officers in the Merger			53
Accounting Treatment of the Merger			57
THE MERGER AGREEMENT			58
Terms of the Merger			58
Treatment of Piedmont Stock Options			58
Treatment of Piedmont Stock Warrants			58
Treatment of Other Piedmont Stock Awards			59
Conditions of the Merger			59
Effective Time			60
Representations and Warranties			61
Anti-Takeover Provisions – Business Combinations			63
Waiver and Amendment			63
Indemnification; Directors’ and Officers’Insurance			63
Annual Meeting; Board Recommendation			64
Acquisition Proposals			64
Regulatory Approvals			65
Employee and Employee Benefit Plan Matters			67
Dividends			68
Piedmont Divestiture of Investment			68

Conduct of Business Pending the Merger			68
Termination of the Merger Agreement			70
Effect of Termination; Termination Fee			71
Surrender of Stock Certificates			72
No Fractional Shares			73
Dissenters’ Rights			73
Accounting Treatment			74
Management and Operations after the Merger			74
Resales of United Bankshares Common Stock			74
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THEMERGER			75
General			75
The Merger			75
Consequences to Piedmont and United Bankshares			76
Consequences to Shareholders			76
Backup Withholding and Reporting Requirements			76
INFORMATION ABOUT UNITED BANKSHARES, INC. AND PIEDMONT BANCORP,INC.			78
United Bankshares			78
Piedmont			78
DESCRIPTION OF UNITED BANKSHARES CAPITAL STOCK			82
General			82
Common Stock			82
Preferred Stock			82
Preemptive Rights			83
Certain Provisions of the Bylaws			83
Shares Eligible for Future Sale			83
COMPARATIVE RIGHTS OF SHAREHOLDERS			85
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF PIEDMONT BANCORP, INC.			93
LEGAL MATTERS			95
EXPERTS			95
WHERE YOU CAN FIND MORE INFORMATION			95

APPENDICES
APPENDIX A		—		Agreement and Plan of Merger, dated as of May 9, 2024, by and between United Bankshares, Inc. and Piedmont Bancorp, Inc.			A-1
APPENDIX B		—		Opinion of Burke Stelling Group, LLC			B-1
APPENDIX C		—		Dissenters’ Rights Statute – Georgia			C-1

 

QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the annual meeting and the merger. United Bankshares and Piedmont urge you to read carefully the remainder of this document, including the risk factors beginning on page 16, because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

 

Q:	What are holders of Piedmont common stock being asked to vote on?

 

A:

Holders of Piedmont common stock are being asked to vote to (i) approve the Agreement and Plan of Merger, dated as of May 9, 2024, by and between United Bankshares and Piedmont, or merger agreement, as it may be amended from time to time, or the Merger Proposal, (ii) approve the adjournment, postponement or continuance of the annual meeting, on one or more occasions, if necessary or appropriate, in order to further solicit additional proxies, in the event that there are not sufficient votes at the time of the annual meeting to approve the Merger Proposal, or the Adjournment Proposal, and (iii) elect the four Class III director nominees identified in this prospectus and proxy statement for a term of three years, or the Director Election Proposal. The merger agreement is attached to this prospectus and proxy statement as Appendix A and is incorporated by reference into this prospectus and proxy statement.

This proxy statement and prospectus contains important information about the merger agreement, the merger and the proposals being voted on at the Piedmont annual meeting, and you should read it carefully. This is a proxy statement and prospectus because (1) Piedmont is soliciting proxies from the Piedmont shareholders and the proxy statement provides important information about the Piedmont annual meeting to vote on the Merger Proposal, the Adjournment Proposal and the Director Election Proposal, and (2) United Bankshares will issue shares of United Bankshares common stock to holders of Piedmont common stock in connection with the merger, and the prospectus provides important information about such shares. The enclosed materials allow Piedmont shareholders to authorize a proxy to vote their shares without attending the Piedmont annual meeting.

 

Q:	What will I receive in the merger?

 

A:

If the merger is completed, each share of Piedmont common stock issued and outstanding immediately prior to the effective time of the merger (other than dissenters’ shares) will be converted into the right to receive 0.300, or the exchange ratio, of a share of United Bankshares common stock. For more details, please see the sections entitled “Summary” beginning on page 6 and “The Merger Agreement.” beginning on page 58.

 

Q:	When and where is the annual meeting of shareholders?

 

A:	The annual meeting of Piedmont shareholders will be held at the Atlanta Athletic Club, 1930 Bobby Jones Drive, Johns Creek, Georgia 30097 on [●],[●], 2024 at [●] a.m./p.m., local time.

 

Q:	How does Piedmont’s board of directors recommend that I vote at the annual meeting?

 

A:	Piedmont’s board of directors recommends that you vote “FOR” the Merger Proposal, “FOR” the Adjournment Proposal and “FOR” the Director Election Proposal.

 

Q:	What constitutes a quorum for the annual meeting?

 

A:	The presence at the annual meeting, in person or by proxy, of the holders of a majority of the Piedmont common stock issued and outstanding and entitled to vote at the meeting will constitute a quorum for the

 

1

transaction of business. If a quorum is not present, the annual meeting will be postponed until the holders of the number of shares of Piedmont common stock required to constitute a quorum attend. If you submit a properly executed proxy card, even if you abstain from voting, your shares of Piedmont common stock will be counted for purposes of determining whether a quorum is present at the annual meeting. If additional votes must be solicited to approve the Merger Proposal and the Adjournment Proposal is approved, it is expected that the annual meeting will be adjourned to solicit additional proxies.

 

Q:	What do holders of Piedmont common stock need to do now?

 

A:

After you have carefully read this document and have decided how you wish to vote your shares, please vote your shares as soon as possible. If you are a shareholder of record, to vote by proxy card, indicate on your proxy card how you want your shares to be voted with respect to each of the matters indicated. When complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. Alternatively, you may vote by telephone or through the Internet by following the voting instructions found on your proxy card. If you beneficially hold your shares through a bank, broker, nominee or other holder of record, you should follow the voting instructions you receive from that holder of record to vote your shares.

Submitting your proxy by Internet, telephone or mail or directing your bank or broker to vote your shares will ensure that your shares are represented and voted at the annual meeting. If you would like to attend the annual meeting, see “The Annual Meeting – Attending the Annual Meeting” beginning on page 27.

 

Q:	Who may solicit proxies on Piedmont’s behalf?

 

A:

In addition to solicitation of proxies by Piedmont by mail, proxies may also be solicited by Piedmont’s directors and employees personally, and by telephone, email, facsimile or other means. For more information on solicitation of proxies in connection with the annual meeting of Piedmont shareholders, see “The Annual Meeting – Solicitation of Proxies” beginning on page 27.

 

Q:	Why is my vote as a holder of Piedmont common stock important?

 

A:

If you do not vote by proxy card, telephone or Internet or vote in person at the annual meeting, it will be more difficult for Piedmont to obtain the necessary quorum to hold its annual meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Piedmont common stock entitled to vote is necessary to constitute a quorum at the annual meeting. In addition, approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Piedmont common stock. The Piedmont board of directors recommends that you vote to approve the Merger Proposal. Further, due to the importance of the vote to approve the Merger Proposal, Piedmont is also seeking, through the Adjournment Proposal, authority from shareholders to adjourn the annual meeting to temporarily delay the meeting to provide time for Piedmont to solicit additional proxies in the event there are insufficient votes to approve the Merger Proposal. Finally, as part of its normal annual meeting business item, Piedmont is asking its shareholders to elect the four Class III director nominees for a term of three years. Please note that if the Merger Proposal is approved and the merger is completed, Piedmont will be merged out of existence and the terms of all Piedmont directors will end.

 

Q:	What would happen if the Adjournment Proposal does not get approved by Piedmont shareholders?

 

A:

The completion of the merger is not conditioned upon shareholder approval of the Adjournment Proposal. If a quorum is present at the Piedmont annual meeting and the Adjournment Proposal is not approved and there are not sufficient votes at the time of the Piedmont annual meeting to approve the Merger Proposal, then the Piedmont board of directors will not have the ability to adjourn the annual meeting to solicit additional votes and the Merger Proposal will not be approved.

 

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Q:	If my shares are held in street name by my broker, will my broker automatically vote my shares for me?

 

A:

No. Your broker cannot vote your shares without instructions from you. You should instruct your broker as to how to vote your shares, following the directions your broker provides to you. Please check the voting form used by your broker. Without instructions, your shares will not be voted, which will have the effect described below.

 

Q:	What if I abstain from voting or fail to instruct my broker or other holder of record how to vote?

 

A:

If you are a holder of Piedmont common stock and you submit a proxy card in which you abstain from voting, the abstention will be counted toward a quorum at the annual meeting and it will have the same effect as a vote against the Merger Proposal and no effect on the outcome of the Adjournment Proposal and the Director Election Proposal. If you are not otherwise present or represented by proxy at the annual meeting, a failure to vote your shares will have the same effect as a vote against the Merger Proposal and no effect on the outcome of the Adjournment Proposal and the Director Election Proposal.

If your bank, broker, nominee or other holder of record holds your shares of Piedmont common stock in “street name,” for each proposal your bank, broker, nominee or other holder of record generally will return a proxy card and vote such shares only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank, nominee or other holder of record with this prospectus and proxy statement. Your shares held in “street name” generally will not be voted on any proposal with respect to which you do not provide voting instructions (referred to as broker non-votes) and will not be considered present at the annual meeting for purposes of establishing a quorum. Broker non-votes will have the same effect as a vote against the Merger Proposal and will have no effect on the outcome of the Adjournment Proposal and the Director Election Proposal.

 

Q:	Can I attend the annual meeting and vote my shares in person?

 

A:

Yes. All holders of Piedmont common stock, including shareholders of record and shareholders who beneficially own their shares through banks, brokers, nominees or any other holder of record, are invited to attend the annual meeting. Holders of record of Piedmont common stock as of the record date can vote in person at the annual meeting. If you wish to vote in person at the annual meeting and if you are a shareholder of record, you should bring the enclosed proxy card and proof of identity. If your shares are held in “street name” in a stock brokerage account or by a bank or other custodian, you should provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other custodian. Please note that you may not vote shares held in street name by returning a proxy card directly to Piedmont or by voting at the annual meeting unless you provide a legal proxy, which you must obtain from your broker, bank or other custodian. At the appropriate time during the annual meeting, the shareholders present will be asked whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote. Everyone who attends the annual meeting must abide by the rules for the conduct of the meeting distributed at the meeting.

Even if you plan to attend the annual meeting, you are encouraged to vote your shares as soon as possible.

 

Q:	Will Piedmont be required to submit the Merger Proposal to its shareholders even if the Piedmont board of directors has withdrawn or modified its recommendation?

 

A:	Yes. Unless the merger agreement is terminated before the annual meeting, Piedmont is required to submit the Merger Proposal to its shareholders even if the Piedmont board of directors has withdrawn or modified its recommendation, consistent with the terms of the merger agreement.

 

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Q:	Is the merger expected to be taxable to Piedmont shareholders?

 

A:

Generally, no. The merger is structured to be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the Code, and holders of Piedmont common stock will not recognize any gain or loss for United States federal income tax purposes on the exchange of shares of Piedmont common stock for shares of United Bankshares common stock in the merger, except with respect to any cash received instead of fractional shares of United Bankshares common stock. You should read “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 75 for a more complete discussion of the United States federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the specific tax consequences of the merger to you.

 

Q:	If I am a holder of Piedmont common stock, can I change or revoke my vote?

 

A:	Yes. If you are a shareholder of record of common stock, you may change your vote and revoke your proxy by:

 

•

before the meeting, voting by telephone or the Internet at a later time;

 

•

before the meeting, submitting a properly signed proxy card with a later date;

 

•

voting in person at the annual meeting subject to proof of identity; or

 

•

delivering written notice that you wish to revoke your proxy to the Chairman of Piedmont Bancorp, Inc. at 5100 Peachtree Parkway, Peachtree Corners, Georgia 30092, at or before the annual meeting. You must include your control number.

If you hold shares in street name, you must follow your broker’s instructions to change your vote. Any record holder of Piedmont common stock, or street name holder with a written proxy from the record holder, entitled to vote in person at the annual meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence of a shareholder at the annual meeting will not constitute revocation of a previously given proxy.

 

Q:	If I am a Piedmont shareholder, do I have appraisal or dissenters’ rights?

 

A:

Yes. Under Georgia law, holders of Piedmont common stock will be entitled to exercise dissenters’ rights in connection with the Merger Proposal. To exercise dissenters’ rights, Piedmont shareholders must strictly follow the procedures prescribed by the laws of the State of Georgia. These procedures are summarized under the section entitled “The Merger – Dissenters Rights” beginning on page 51, and Title 14, Chapter 2, Article 13 of the Georgia Business Corporation Code, or the GBCC, attached to this prospectus and proxy statement as Appendix C.

 

Q:	If I am a holder of Piedmont common stock with shares represented by stock certificates, should I send in my Piedmont stock certificates now?

 

A:

No. You should not send in your Piedmont stock certificates at this time. After completion of the merger, United Bankshares will send you instructions for exchanging Piedmont stock certificates for the merger consideration. The shares of United Bankshares common stock that Piedmont shareholders will receive in the merger will be issued in book-entry form. Please do not send in your stock certificates with your proxy card.

 

Q:	What should I do if I hold my shares of Piedmont common stock in book-entry form?

 

A:	After the completion of the merger, United Bankshares will send you instructions for exchanging shares of Piedmont common stock held in book-entry form for shares of United Bankshares common stock in book-entry form and cash to be paid instead of fractional shares of United Bankshares common stock.

 

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Q:	What happens if I sell or transfer ownership of shares of Piedmont stock after the record date for the Piedmont annual meeting?

 

A:

The record date for the Piedmont annual meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of Piedmont common stock after the record date for the annual meeting, but prior to completion of the merger, you will retain the right to vote at the annual meeting, but the right to receive the merger consideration will transfer with the shares of Piedmont stock.

 

Q:	Who can I contact if I cannot locate my Piedmont stock certificate(s)?

 

A:	If you are unable to locate your original Piedmont stock certificate(s), you should contact Piedmont’s transfer agent, Issuer Direct Corporation, at (919) 744-2722.

 

Q:	When do you expect to complete the merger?

 

A:

United Bankshares and Piedmont currently expect to complete the merger during the fourth quarter of 2024. However, they cannot assure you when or if the merger will occur. United Bankshares and Piedmont must, among other things, obtain the required approval of Piedmont shareholders at the annual meeting and the required regulatory approvals described below in “The Merger Agreement—Conditions of the Merger” beginning on page 59.

 

Q:	What happens if the merger is not completed?

 

A:

If the merger is not completed, holders of Piedmont common stock will not receive any consideration for their shares in connection with the merger. Instead, Piedmont will remain an independent private company. In addition, in certain circumstances, a termination fee may be required to be paid by Piedmont. See “The Merger Agreement—Effect of Termination; Termination Fees” beginning on page 71 for a complete discussion of the circumstances under which termination fees will be required to be paid.

 

Q:	Who will be soliciting proxies?

 

A:

In addition to soliciting proxies by mail, Piedmont may be soliciting proxies for the annual meeting through its directors and certain employees personally, and by telephone, email, facsimile or other means. See “The Annual Meeting – Solicitation of Proxies” beginning on page 27 for more information.

 

Q:	Whom should I call with questions?

 

A:	Piedmont shareholders should contact Philip F. Resch at Piedmont by telephone at (770) 246-0111, or by e-mail at [email protected].

 

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SUMMARY

This summary highlights selected information from this prospectus and proxy statement. It does not contain all of the information that may be important to you. We urge you to carefully read this entire prospectus and proxy statement and the other documents to which this prospectus and proxy statement refers to fully understand the merger and the other matters to be considered at the annual meeting. See “Where You Can Find More Information” on page 95 to obtain the information incorporated by reference into this prospectus and proxy statement without charge. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger (page 33)

We have attached the merger agreement to this prospectus and proxy statement as Appendix A. We encourage you to read the merger agreement. It is the legal document that governs the merger.

In the merger, United Bankshares will acquire Piedmont by means of the merger of Piedmont into United Bankshares. United Bankshares will be the surviving entity in the merger.

After the effective time of the merger and as part of the same overall transaction, The Piedmont Bank, a Georgia banking corporation and a wholly-owned subsidiary of Piedmont, or Piedmont Bank, for no additional consideration and pursuant to the Bank Agreement and Plan of Merger dated May 9, 2024, attached as Exhibit 99.4 to the registration statement on Form S-4 of which this prospectus and proxy statement is a part, will merge with and into United Bank, a Virginia banking corporation, and a wholly-owned subsidiary of United Bankshares, such transaction referred to hereinafter as the bank merger. As a result of the bank merger, the separate existence of Piedmont Bank will cease and the corporate existence of United Bank, as the merged bank, shall continue unaffected and unimpaired by the bank merger and the merged bank shall be deemed to be the same business and corporate entity as each of Piedmont Bank and United Bank.

Each share of Piedmont common stock outstanding will be converted in the merger into 0.300 shares of United Bankshares common stock as further described below. We expect to complete the merger in the fourth quarter of 2024, although there can be no assurance in this regard.

Exchange Ratio in the Merger (page 58)

Upon completion of the merger, each Piedmont shareholder will receive 0.300 shares of United Bankshares common stock for each share of Piedmont common stock held immediately prior to the merger. We refer to this ratio as the exchange ratio. The aggregate number of shares of United Bankshares common stock to which a Piedmont shareholder will be entitled upon completion of the merger will equal 0.300 multiplied by the number of shares of Piedmont common stock held by that Piedmont shareholder. However, United Bankshares will not issue any fractional shares. A Piedmont shareholder entitled to a fractional share of United Bankshares common stock will instead receive an amount in cash equal to the fraction of a whole share of United Bankshares common stock to which such shareholder would otherwise be entitled in an amount, without any interest thereon, equal to the product of (i) the volume-weighted average price of United Bankshares common stock reported on Nasdaq for the last full trading day immediately preceding the date on which the merger is completed multiplied by (ii) the fraction of a share of United Bankshares common stock that such holder would otherwise be entitled to receive. As an example, a holder of 11 shares of Piedmont common stock would receive 3 shares of United Bankshares common stock and an amount of cash equal to the product of 0.300 and the volume-weighted average price of United Bankshares common stock reported on Nasdaq for the last full trading day immediately preceding the date on which the merger is completed. A Piedmont shareholder whose direct shareholdings are represented by multiple Piedmont stock certificates will have all shares associated with those stock certificates aggregated for purposes of calculating whole shares and cash in lieu of fractional shares to be received upon completion of the merger.

 

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The exchange ratio is a fixed ratio. Therefore, the number of shares of United Bankshares common stock to be received by holders of Piedmont common stock in the merger will not change if the trading price of United Bankshares common stock or the market value of Piedmont common stock changes between now and the time the merger is completed, except in limited circumstances where the trading price of United Bankshares common stock falls below certain thresholds when measured during a period shortly before the date that the merger is scheduled to be completed, in which case, Piedmont will have an opportunity to terminate the merger agreement if United Bankshares elects not to adjust the exchange ratio accordingly. If the average closing price of United Bankshares common stock declines by more than 20% from $34.27 and underperforms an index of banking companies by more than 20% over a designated measurement period, then Piedmont may terminate the merger agreement unless United Bankshares agrees to increase the number of shares to be issued or pay additional cash consideration to the holders of Piedmont common stock as part of the merger consideration.

Upon completion of the merger, we expect that United Bankshares shareholders will own approximately 94.6% of the combined company and former Piedmont shareholders will own approximately 5.4% of the combined company.

The trading price of United Bankshares common stock will fluctuate prior to the merger. You should obtain current stock price quotations for United Bankshares common stock.

Treatment of Stock Options (page 58)

Under the merger agreement, at the effective time of the merger, each stock option to purchase Piedmont common stock, or a Piedmont Stock Option, granted under the Piedmont Bancorp, Inc. 2009 Stock Option Plan, or the Piedmont Stock Plan, that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and shall be canceled without any action on the part of any holder or beneficiary thereof, in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of: (i) the excess, if any, of the product of (A) the volume-weighted average of the closing sales price on Nasdaq of United Bankshares common stock for the 10 full trading days ending on the second trading day immediately preceding the effective date of the merger multiplied by (B) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable), over the applicable exercise price of such Piedmont stock option; and (ii) the number of shares of Piedmont common stock subject to such Piedmont stock option, less any required withholding taxes.

Treatment of Stock Warrants (page 58)

Under the merger agreement, at the effective time of the merger, each warrant to purchase shares of Piedmont common stock, or a Piedmont Stock Warrant, that is outstanding under the Piedmont Stock Plan or individual award agreement that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and shall be canceled without any action on the part of any holder or beneficiary thereof, and in consideration therefor, at the election of the holder, will either (i) receive a lump sum cash payment in consideration equal to the product of: (A) the excess, if any, of the product of (1) the volume-weighted average of the closing sales price on Nasdaq of United Bankshares common stock for the 10 full trading days ending on the second trading day immediately preceding the effective date of the merger multiplied by (2) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable), over the applicable exercise price of such Piedmont stock warrant; and (B) the number of shares of Piedmont common stock subject to such Piedmont stock warrant, or (ii) convert into a warrant to purchase shares of United Bankshares common stock, with the number of shares of United Bankshares common stock equal to the product of (A) the total number of shares of Piedmont common stock subject to the applicable Piedmont stock warrant immediately prior to the effective time of the merger multiplied by (B) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable, and rounded up or down, if necessary, to the nearest whole share of United Bankshares common stock), and the per-share exercise price under each such Piedmont stock

 

7

warrant shall be adjusted to equal the quotient of (X) the exercise price per share of such Piedmont stock warrant at which such Piedmont stock warrant was exercisable immediately prior to the effective time of the merger divided by (Y) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable, and rounded up or down to the nearest whole cent), in either event, if necessary less any required withholding taxes. Any election by a holder of a Piedmont stock warrant must be made at least five days prior to the effective time of the merger in accordance with the procedures implemented by United Bankshares and Piedmont with respect to such election.

Treatment of Other Stock Awards (page 59)

Under the merger agreement, at the effective time of the merger, each restricted stock grant, restricted stock unit grant and any other award in respect of a share of Piedmont common stock subject to vesting, repurchase or other lapse restriction under a Piedmont Stock Plan that is outstanding immediately prior to the effective time other than a Piedmont Option or a Piedmont Stock Warrant, will become fully vested, be cancelled and converted automatically into the right to receive the merger consideration (with any fractional share being entitled to receive cash in lieu thereof) in respect of each share of Piedmont common stock underlying such Piedmont stock award, less any required withholding taxes.

Piedmont’s Reasons for the Merger (page 37)

In reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve the Merger Proposal, the Piedmont board of directors consulted with Piedmont management, as well as its financial and legal advisors, and considered a number of factors, including, but not limited to, each of the following: the value of the United Bankshares common stock consideration being offered to Piedmont shareholders, the anticipated future trading value of the United Bankshares common stock consideration, and the expected future receipt by Piedmont shareholders of dividends as United Bankshares shareholders; each of Piedmont’s, United Bankshares’, and the combined entity’s business, operations, financial condition and asset quality; the feasibility of, and the results that could be expected to be obtained, if Piedmont continued to operate independently; the process conducted by its financial advisors to assist the Piedmont board of directors in structuring the merger with United Bankshares; and the scale, scope, strength and diversity of operations that could be achieved by combining Piedmont with United Bankshares. For more detail concerning the factors considered by the Piedmont board of directors in reaching its decision to approve the merger agreement, see the section entitled “The Merger – Piedmont’s Reasons for the Merger; Recommendation of the Piedmont Board of Directors.”

Piedmont’s Recommendation (page 37)

The Piedmont board of directors believes that the merger is in the best interests of the Piedmont shareholders. Piedmont’s board of directors unanimously recommends that Piedmont shareholders vote “FOR” the Merger Proposal and the Adjournment Proposal. Piedmont’s board of directors also unanimously recommends that Piedmont shareholders vote “FOR” the Director Election Proposal. For the factors considered by the Piedmont board of directors in reaching its decision to approve the merger agreement, see the section entitled “The Merger – Piedmont’s Reasons for the Merger; Recommendation of the Piedmont Board of Directors.”

Opinion of Piedmont’s Financial Advisor (page 41 and Appendix B)

In considering whether to approve the merger, the Piedmont board of directors considered the opinion of its financial advisor, Burke Stelling Group, LLC, which we refer to as Burke Stelling, who delivered a written opinion to the Piedmont board of directors to the effect that, as of May 9, 2024, the exchange ratio was fair to the holders of Piedmont common stock from a financial point of view. We have attached the full text of this opinion, dated as of May 9, 2024, to this prospectus and proxy statement as Appendix B. You should read this opinion completely to understand the assumptions made, matters considered, qualifications and limitations of the review undertaken by Burke Stelling in providing its opinion.

 

8

Burke Stelling’s opinion is directed to Piedmont’s board of directors, addresses only the fairness of the exchange ratio pursuant to the merger agreement from a financial point of view to the holders of Piedmont common stock, and does not address any other aspect of the merger or constitute a recommendation as to how any Piedmont shareholder should vote at the annual meeting held in connection with the merger.

United Bankshares’ Reasons for the Merger (page 40)

In reaching its decision to adopt and approve the merger agreement, the merger and the other transactions contemplated by the merger agreement, the United Bankshares board of directors evaluated the merger agreement, the merger and the other transactions contemplated by the merger agreement in consultation with United Bankshares management, as well as United Bankshares’ financial and legal advisors, and considered a number of factors, including, but not limited to, the following: each of United Bankshares’, Piedmont’s and the combined entity’s business, operations, financial condition, asset quality, earnings and prospects; Piedmont’s familiarity with the Georgia markets; and management’s expectation regarding cost synergies, accretion and internal rate of return. For more detail concerning the factors considered by the United Bankshares board of directors in reaching its decision to approve the merger agreement, see the section entitled “The Merger – United Bankshares’ Reasons for the Merger.”

Dissenters’ Rights (page 51)

The shareholders of Piedmont will have dissenters’ rights in connection with the merger. Under Title 14, Chapter 2, Article 13 of the Georgia Business Corporation Code, Piedmont shareholders will have dissenters’ rights in connection with the merger. To exercise dissenters’ rights, Piedmont shareholders must strictly follow the procedures prescribed by the laws of Georgia. These procedures are summarized under the section entitled “The Merger – Dissenters Rights” beginning on page 51, and Title 14, Chapter 2, Article 13 of the Georgia Business Corporation Code is attached to this prospectus and proxy statement as Appendix C.

Accounting Treatment (page 57)

United Bankshares will account for the merger using acquisition accounting in accordance with U.S. generally accepted accounting principles.

Material U.S. Federal Income Tax Consequences (page 75)

The merger is structured to qualify as a tax-free reorganization for U.S. federal income tax purposes. Piedmont shareholders will not recognize any gain or loss for U.S. federal income tax purposes as a result of their exchange of shares of Piedmont common stock solely for shares of United Bankshares common stock. Piedmont shareholders may, however, have to recognize gain in connection with the receipt of any cash received in connection with the exercise of any dissenters’ rights or in lieu of fractional shares in the merger. Because this tax treatment may not apply to all Piedmont shareholders, you should consult your own tax advisor for a full understanding of the merger’s tax consequences that are particular to you. It is a condition to United Bankshares’ and Piedmont’s obligation to complete the merger that we receive a legal opinion that the merger will be treated for U.S. federal income tax purposes as a reorganization under Section 368 of the Code. This opinion, however, will not bind the Internal Revenue Service, which could take a different view.

Shareholders will also be required to file certain information with their federal income tax returns and to retain certain records with regard to the merger.

The discussion of U.S. federal income tax consequences set forth above is for general information only and does not purport to be a complete analysis or listing of all potential tax effects that may apply to a holder of Piedmont common stock. Shareholders of Piedmont are strongly urged to consult their tax advisors to determine the particular tax consequences to them of the merger, including the application and effect of federal, state, local, foreign and other tax laws.

 

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The Companies (page 78)

United Bankshares, Inc.

500 Virginia Street, East

Charleston, West Virginia 25301

(304) 348-8400

United Bankshares is a West Virginia corporation registered as a bank holding company pursuant to the Bank Holding Company Act of 1956, as amended, or the BHCA. United Bankshares elected to be a financial holding company that became effective April 2, 2017. United Bankshares was incorporated and organized in 1982 and began conducting business in 1984 with the acquisition of three wholly-owned subsidiaries. Since its formation in 1982, United Bankshares has acquired 33 banking institutions. United Bankshares has one banking subsidiary, United Bank, operating under the laws of Virginia. United Bankshares’ banking subsidiary offers a full range of commercial and retail banking services and products. United Bank operates 218 branch locations – located throughout North Carolina, South Carolina, West Virginia, the Shenandoah Valley Region of Virginia and the Northern Virginia, Maryland and Washington, D.C. areas, southwestern Pennsylvania and southeastern Ohio. United Bankshares also owns nonbank subsidiaries that engage in other community banking services such as asset management, real property title insurance, investment banking, financial planning and brokerage services.

The headquarters of United Bankshares is located in United Center at 500 Virginia Street, East, Charleston, West Virginia. United Bankshares’ executive offices are located in Parkersburg, West Virginia at Fifth and Avery Streets.

United Bankshares’ website can be accessed at https://www.ubsi-inc.com. Information contained on the websites of United Bankshares or any subsidiary of United Bankshares does not constitute a part of this prospectus and proxy statement and is not incorporated into other filings that United Bankshares makes with the SEC. United Bankshares’ common stock is traded on Nasdaq under the symbol “UBSI”.

As of March 31, 2024, United Bankshares had total assets of $30 billion, total deposits of $22.9 billion, and shareholders’ equity of $4.8 billion.

Piedmont Bancorp, Inc.

5100 Peachtree Pkwy

Peachtree Corners, Georgia 30092

(770) 246-0011

Piedmont is a privately held Georgia corporation registered as a bank holding company pursuant to the BHCA. Piedmont provides financial services through its community bank subsidiary, Piedmont Bank, a Georgia banking corporation that was established in 2006. Piedmont Bank currently operates 16 banking offices in the greater Atlanta area.

The principal executive offices of Piedmont are located at 5100 Peachtree Pkwy, Peachtree Corners, Georgia 30092, and its telephone number is (770) 246-0011. Piedmont’s website can be accessed at http://piedmont.bank. Information contained on the websites of Piedmont or any subsidiary of Piedmont does not constitute a part of this prospectus and proxy statement and is not incorporated into other filings that United makes with the SEC. Piedmont’s common stock is not listed or traded on any established securities exchange or quotation system.

As of March 31, 2024, Piedmont had total assets of $2.1 billion, total loans of approximately $1.7 billion, total liabilities of approximately $1.9 billion, total deposits of approximately $1.8 billion, and total shareholders’ equity of approximately $195 million.

 

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The Piedmont Shareholder Meeting (page 26)

The annual meeting will be held on [●], [●], 2024 at [●] a.m./p.m. at the Atlanta Athletic Club, 1930 Bobby Jones Drive, Johns Creek, Georgia 30097. At the annual meeting, Piedmont shareholders will be asked:

 

•

To approve the Merger Proposal;

 

•

To approve the Adjournment Proposal; and

 

•

To elect the current Class III directors whose terms are expiring to serve as directors for three years, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal.

Piedmont Record Date; Vote Required (page 27)

Piedmont shareholders can vote at the annual meeting if they owned shares of Piedmont common stock at the close of business on [●], 2024, which is the record date for the annual meeting. On the record date, Piedmont had [●] shares of common stock outstanding and approximately [●] shareholders entitled to vote. Each Piedmont shareholder can cast one vote for each share of Piedmont common stock owned on that date.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Piedmont common stock entitled to vote at the annual meeting is necessary to constitute a quorum. Abstentions and shares of Piedmont common stock held of record by a broker or nominee that voted on any matter are counted as present and entitled to vote for purposes of determining a quorum. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers or other nominees have the discretion to vote such shares on routine matters, but not on non-routine matters. In the case of non-routine items, the broker or other nominee holding street name shares cannot vote the shares if it has not received voting instructions. These are considered to be “broker non-votes.” Since there are no routine items to be voted on at the annual meeting, brokers or nominees holding shares of Piedmont common stock that do not receive voting instructions from the beneficial owners of such shares will not be able to return a proxy card with respect to such shares. As a result, these shares will not be considered present at the annual meeting and will not count towards the satisfaction of a quorum.

If a quorum exists, the approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Piedmont common stock entitled to vote on the Merger Proposal. The approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares represented in person or by proxy at the annual meeting. Abstentions will have the same effect as a vote against the Merger Proposal and no effect on the outcome of the Adjournment Proposal. Broker non-votes will have the same effect as a vote against the Merger Proposal and no effect on the outcome of the Adjournment Proposal. A plurality of the votes cast is required for the Director Election Proposal. This means that the nominees receiving the highest number of affirmative “FOR” votes will be elected as directors. Only “FOR” votes will affect the outcome of the election of directors. Abstentions and broker “non-votes” are not counted for purposes of the Director Election Proposal.

As of the record date, Piedmont directors and executive officers, and their affiliates, beneficially held approximately 23.2% of the outstanding shares of Piedmont common stock entitled to vote at the annual meeting. Piedmont directors have entered into support agreements that obligate each director to vote shares of Piedmont common stock over which each such director has sole voting and dispositive power for approval of the Merger Proposal. As of the close of business on [●], 2024, the record date for the annual meeting, shares constituting 18.9% of Piedmont common stock were subject to the support agreements.

Conditions to Completion of the Merger (page 59)

The obligations of United Bankshares and Piedmont to complete the merger depend on a number of conditions being satisfied or waived. These conditions include:

 

•

Piedmont shareholders’ approval of the merger agreement;

 

11

•

Approval of the merger by the necessary federal and state regulatory authorities;

 

•

The effectiveness of the registration statement filed on Form S-4 of which this prospectus and proxy statement is a part and the absence of any stop order suspending the effectiveness thereof or any proceedings for that purpose initiated or threatened by the SEC;

 

•

Authorization for the listing on Nasdaq of the shares of United Bankshares common stock to be issued in the merger;

 

•

Absence of any law or court order prohibiting the merger;

 

•

Receipt of opinions from counsel to Piedmont and United Bankshares that the merger will be treated as a “reorganization” under Section 368(a) of the Code;

 

•

The accuracy of the other party’s representations and warranties subject to the material adverse effect standard in the merger agreement; and

 

•

The performance in all material respects of all obligations contained in the merger agreement.

Additionally, United Bankshares’ obligation to consummate the merger is subject to holders of no more than 10% of Piedmont common stock having exercised dissenter’s rights with respect to the merger.

We cannot be certain when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.

Regulatory Approvals (page 65)

We cannot complete the merger unless it is approved by the Board of Governors of the Federal Reserve System, or the Federal Reserve, and the Virginia Bureau of Financial Institutions. Once the Federal Reserve approves the merger, we have to wait from 15 to 30 days before we can complete it. During that time, the Department of Justice may challenge the merger. As of the date of this prospectus and proxy statement, United Bankshares and Piedmont have made all required applications for regulatory approval, but have not yet received the required regulatory approvals. While we do not know of any reason why we would not be able to obtain the necessary regulatory approvals in a timely manner, we cannot be certain when or if we will receive them or, if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to the combined company after completion of the merger.

Under the merger agreement, United Bankshares is not required, and Piedmont is not permitted, to agree to any condition or take any action if such agreement or the taking of such action is reasonably likely to result in any conditions or requirements that the United Bankshares board of directors would expect to have a significant and materially burdensome effect on the condition (financial or otherwise), results of operations, liquidity, capital, assets or deposit liabilities, properties, operations or business of United Bankshares and its subsidiaries, taken as a whole, after giving effect to the merger (with materiality for these purposes measured on a scale relative to United Bankshares and its subsidiaries, taken as a whole, prior to the effective time of the merger).

Termination of the Merger Agreement (page 70)

Piedmont and United Bankshares may mutually agree to terminate the merger agreement at any time upon a vote by a majority of the board of directors of each of Piedmont and United Bankshares.

Either Piedmont or United Bankshares may terminate the merger agreement if the merger is not complete by August 31, 2025, unless the failure of the merger to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate.

Either Piedmont or United Bankshares may terminate the merger agreement if (i) final action has been taken by any governmental authority whose approval is required for consummation of the merger and the other

 

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transactions contemplated by the merger agreement, which final action has become non-appealable and does not approve the merger agreement or the transactions contemplated by the merger agreement, or such governmental authority has approved of the merger agreement or the transactions contemplated by the merger agreement with a materially burdensome regulatory condition, or (ii) an application submitted to any governmental authority whose approval is required for the consummation of the merger has been permanently withdrawn at the request or suggestion of such governmental authority (except to the extent that such action, denial or withdrawal or the imposition of such condition is due to the failure of the party seeking to terminate to perform or observe the covenants of such party).

United Bankshares may terminate the merger agreement if any of the following occurs:

 

•

Piedmont materially breaches any of its representations, warranties, covenants or agreements under the merger agreement and does not or cannot cure the breach prior to the earlier of (i) 30 days after providing written notice of the breach or (ii) two business days prior to August 31, 2025;

 

•

The Piedmont shareholders do not approve the merger agreement; or

 

•

The Piedmont board of directors makes a recommendation change or breaches its obligations with respect to acquisition proposals or its obligations with respect to the Piedmont shareholder meeting, including its recommendation in favor of the merger agreement to Piedmont shareholders in each case prior to the receipt of the requisite Piedmont shareholder approval of the merger agreement.

Piedmont may terminate the merger agreement if any of the following occurs:

 

•

United Bankshares materially breaches any of its representations, warranties, covenants or agreements under the merger agreement and does not or cannot cure the breach prior to the earlier of (i) 30 days after providing written notice of the breach or (ii) two business days prior to August 31, 2025;

 

•

The Piedmont shareholders do not approve the merger agreement; or

 

•

If both (i) the average of the closing sale prices of United Bankshares common stock, which we refer to as the average United Bankshares stock price, as reported on Nasdaq during the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the latest of (A) the date on which the last regulatory approval necessary is received (and any statutory waiting period in respect thereof has expired) or (B) the date on which the Piedmont shareholders approve the merger, which we refer to as the determination date, is less than $27.42, and (ii) (1) the quotient of the average United Bankshares stock price divided by $34.27, shall be less than 80% of (2) the quotient of the average of the daily current market price of the KBW Regional Banking Index, which we refer to as the Index, for the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the determination date divided by the closing price for the Index on May 9, 2024 of $101.76. If Piedmont elects to terminate under the provision described above, United Bankshares shall have the option to increase the per share exchange ratio or pay an additional cash payment to each Piedmont shareholder as part of the merger consideration.

Additionally, Piedmont may terminate the merger agreement in order to enter into an agreement with respect to an unsolicited acquisition proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and Piedmont or any of its subsidiaries, the shareholders of such third party) acquiring, directly or indirectly, more than 50.0% of the outstanding Piedmont common stock or more than 50.0% of the assets of Piedmont and its subsidiaries (measured as a percentage of the fair value of the consolidated assets of Piedmont), taken as a whole, for consideration consisting of cash and/or securities and (ii) that the Piedmont board of directors reasonably determines in good faith, after consultation with its outside financial advisor and outside legal counsel, (A) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such acquisition proposal, and (B) taking into account any changes to the merger agreement proposed by United Bankshares in response to such acquisition proposal and all financial, legal, regulatory and

 

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other aspects of such takeover proposal, including all conditions contained therein and the person making such proposal, is more favorable to the shareholders of Piedmont from a financial point of view than the merger.

Termination Fees (page 71)

Piedmont has agreed to pay a termination fee to United Bankshares equal to $10,690,000 if:

 

•

Piedmont terminates the merger agreement in order to concurrently enter into an agreement with respect to a superior proposal, provided United Bankshares does not make a counteroffer that the Piedmont board of directors determines is at least as favorable to such proposal; or

 

•

An acquisition proposal was made prior to the termination of the merger agreement and within 12 months after the date of termination of the merger agreement, Piedmont enters into an agreement with respect to an acquisition proposal or consummates an acquisition proposal, and the merger agreement was terminated for any of the following reasons: (A) by United Bankshares or Piedmont after August 31, 2025 because the merger has not been completed due to the failure to obtain the requisite Piedmont shareholder approval (with all other conditions satisfied); (B) by United Bankshares as a result of Piedmont’s willful breach of the merger agreement; or (C) by United Bankshares or Piedmont because the requisite Piedmont shareholder approval is not obtained at the Piedmont shareholder meeting.

Waiver and Amendment (page 63)

United Bankshares and Piedmont may jointly amend the merger agreement and each may waive its right to require the other party to adhere to the terms and conditions of the merger agreement. However, United Bankshares and Piedmont may not do so after Piedmont shareholders approve the merger agreement if the amendment or waiver would violate the Georgia Business Corporation Code.

Interests of Directors and Executive Officers in the Merger that Differ from Your Interests (page 53)

Some of the directors and executive officers of Piedmont have interests in the merger that differ from, or are in addition to, their interests as shareholders of Piedmont. These interests exist because of, among other things, employment agreements that the executive officers entered into with Piedmont, rights that these executive officers and directors have under Piedmont’s benefit plans including equity plans and deferred compensation plans, agreements or arrangements with United Bankshares or its subsidiaries, including United Bank, to continue or serve as employees, contractors and/or directors following the merger, and rights to indemnification and directors and officers insurance following the merger. The employment agreements provide certain executive officers with change in control transaction bonuses, as well as severance benefits if their employment is terminated in connection with the merger. The aggregate compensation that certain Piedmont directors and named executive officers may receive as a result of the merger is described in greater detail under “Interests of Certain Piedmont Directors and Executive Officers in the Merger” beginning on page 53.

In addition, as of the record date of the annual meeting, Piedmont directors and executive officers owned, in the aggregate, warrants to purchase 658,487 shares of Piedmont common stock, 321,495 restricted shares and 128,500 restricted stock units of Piedmont common stock granted under a Piedmont equity compensation plan or individual award agreement. The treatment of the warrants, restricted stock and restricted stock units is set forth in the merger agreement and described in greater detail under “Interests of Certain Piedmont Directors and Executive Officers in the Merger” beginning on page 53.

The members of the Piedmont board of directors knew about these additional interests and considered them when they approved the merger agreement and the merger.

Material Differences in the Rights of United Bankshares Shareholders and Piedmont Shareholders (page 85)

The rights of United Bankshares shareholders are governed by West Virginia law and by United Bankshares’ articles of incorporation and bylaws. The rights of Piedmont shareholders are governed by Georgia

 

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law and by Piedmont’s articles of incorporation and bylaws. Upon completion of the merger, the rights of the United Bankshares shareholders, including former shareholders of Piedmont, will be governed by West Virginia law and the articles of incorporation and bylaws of United Bankshares.

This prospectus and proxy statement contains descriptions of the material differences in shareholder rights under each of the United Bankshares and Piedmont governing documents.

 

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RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this prospectus and proxy statement, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page 23 and the matters described under the caption “Risk Factors” in the Annual Report on Forms 10-K filed by United Bankshares for the year ended December 31, 2023, Piedmont shareholders should consider the matters described below in determining whether to approve the merger agreement.

Because the exchange ratio is fixed, fluctuations in the trading price of United Bankshares common stock will change the value of the shares of United Bankshares common stock Piedmont shareholders receive in the merger.

The exchange ratio is set at 0.300 shares of United Bankshares common stock for each share of Piedmont common stock. As a result, the market value of the United Bankshares common stock that Piedmont shareholders receive in the merger will depend on the market price of United Bankshares common stock at the time the shares are issued. After the merger, the market value of United Bankshares common stock may decrease and be lower than the market value of United Bankshares common stock that was used in calculating the exchange ratio in the merger. Except as described in this prospectus and proxy statement, there will be no adjustment to the fixed number of shares of United Bankshares common stock that will be issued to Piedmont shareholders based upon changes in the market price of United Bankshares common stock or Piedmont common stock prior to the closing.

There may be an adjustment to the fixed number of shares of United Bankshares common stock that will be issued to Piedmont shareholders in limited circumstances if the market price of United Bankshares common stock falls more than 20% on an actual basis and 20% on a relative basis to the KBW Regional Banking Index (KRX) prior to the closing. However, any changes to the fixed number of shares of United Bankshares common stock will not increase the per share value that Piedmont shareholders will receive in the merger from the value calculated using the pre-announcement market price of United Bankshares common stock. The Piedmont board of directors may terminate the merger agreement if United Bankshares elects not to adjust the exchange ratio in the foregoing circumstances, in which case the merger will not occur.

The market price of United Bankshares common stock at the time the merger is completed may vary from the price of United Bankshares common stock on the date the merger agreement was executed, on the date of this prospectus and proxy statement on the date of the annual meeting and on the date the merger is completed as a result of various factors that are beyond the control of United Bankshares and Piedmont, including, but not limited to, general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. In addition to the approval of the merger agreement by Piedmont shareholders, completion of the merger is subject to receipt of required regulatory approvals and satisfaction of other conditions that may not occur until after the annual meeting. Therefore, at the time of the annual meeting, Piedmont shareholders will not know the precise value of the consideration they will receive at the effective time of the merger. Piedmont shareholders should obtain current market quotations for shares of United Bankshares common stock.

The market price of United Bankshares common stock after the merger may be affected by factors different from those affecting the shares of Piedmont or United Bankshares currently.

Upon completion of the merger, holders of Piedmont common stock will become holders of United Bankshares common stock. United Bankshares’ business differs from that of Piedmont, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of United Bankshares and Piedmont. For a discussion of the businesses of United Bankshares and Piedmont and of certain factors to consider in connection with those businesses, see the documents incorporated by reference or described elsewhere in this prospectus and proxy statement.

 

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The integration of the operations of United Bankshares and Piedmont may be more difficult, costly or time-consuming than anticipated.

The success of the merger will depend, in part, on United Bankshares’ ability to realize the anticipated benefits and cost savings from successfully combining the businesses of United Bankshares and Piedmont and to combine the businesses of United Bankshares and Piedmont in a manner that permits growth opportunities and cost savings to be realized without materially disrupting the existing customer relationships of Piedmont or decreasing revenues due to loss of customers. If United Bankshares is not able to achieve these objectives, the anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.

It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect United Bankshares’ ability to successfully conduct its business in the markets in which Piedmont now operates, which could have an adverse effect on United Bankshares’ financial results and the value of its common stock. If United Bankshares experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause Piedmont to lose customers or cause customers to remove their accounts from Piedmont and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Piedmont and United Bankshares during this transition period and for an undetermined period after consummation of the merger.

The success of the merger will also depend on United Bankshares’ ability to:

 

•

Retain and attract qualified personnel to, United Bankshares and Piedmont;

 

•

Maintain existing relationships with depositors of Piedmont to minimize withdrawals of deposits prior to and subsequent to the merger;

 

•

Maintain and enhance existing relationships with borrowers to limit unanticipated losses from loans of Piedmont;

 

•

Control the incremental non-interest expense from United Bankshares to maintain overall operating efficiencies; and

 

•

Compete effectively in the communities served by United Bankshares and Piedmont and in nearby communities.

United Bankshares may not be able to manage effectively its growth resulting from the merger.

Regulatory approvals may not be received, may take longer than expected or impose conditions that are not presently anticipated.

Before the merger may be completed, we must obtain various approvals or consents from the Federal Reserve and various bank regulatory and other authorities. These regulators may impose conditions on the completion of the merger or require changes to the terms of the merger.

Although United Bankshares and Piedmont do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of United Bankshares following the merger. There can be no assurance as to whether the regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed. The merger agreement

 

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contains a condition to the obligation of each of United Bankshares and Piedmont to close the merger that the required regulatory approvals not contain any materially burdensome regulatory condition. See “The Merger Agreement – Regulatory Approvals” on page 65.

United Bankshares may fail to realize the cost savings estimated for the merger.

Although United Bankshares estimates that it will realize cost savings of approximately $13.8 million annually (excluding one-time costs and expenses associated with the merger with Piedmont) from the merger when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. For example, the combined purchasing power may not be as strong as expected, and therefore the cost savings could be reduced. In addition, future business developments may require United Bankshares to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on United Bankshares’ ability to combine the businesses of United Bankshares and Piedmont in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or United Bankshares is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

The merger may distract management of United Bankshares and Piedmont from their other responsibilities.

The merger could cause the respective management groups of United Bankshares and Piedmont to focus their time and energies on matters related to the transaction that otherwise would be directed to their business and operations. Any such distraction on the part of either company’s management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of United Bankshares or the business and earnings of the combined company.

If the merger is not completed, United Bankshares and Piedmont will have incurred substantial expenses without realizing the expected benefits of the merger.

Each of United Bankshares and Piedmont has incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this prospectus and proxy statement and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, United Bankshares and Piedmont would have to recognize these expenses without realizing the expected benefits of the merger.

Piedmont shareholders will have less influence as shareholders of United Bankshares than as shareholders of Piedmont.

Piedmont shareholders currently have the right to vote in the election of the board of directors of Piedmont and on other matters affecting Piedmont. Following the merger, the shareholders of Piedmont as a group will own approximately 5.4% of the combined organization. When the merger occurs, each Piedmont shareholder that receives shares of United Bankshares common stock will become a shareholder of United Bankshares with a percentage ownership of the combined organization much smaller than such shareholder’s percentage ownership of Piedmont. Because of this, Piedmont shareholders will have less influence on the management and policies of United Bankshares than they now have on the management and policies of Piedmont.

Some of the directors and executive officers of Piedmont may have interests in the merger that differ from the interests of non-director or non-management shareholders.

The interests of some of the directors and executive officers of Piedmont may be different from those of other holders of Piedmont common stock, and directors and executive officers of Piedmont may be participants in arrangements that are different from, or in addition to, those of other holders of Piedmont common stock. These interests are described in more detail in the section entitled “The Merger – Interests of Certain Piedmont Directors and Executive Officers in the Merger” beginning on page 53.

 

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The fairness opinion obtained by Piedmont from its financial advisor will not reflect changes in circumstances between the date of such opinion and the completion of the merger.

Piedmont has not obtained an updated fairness opinion as of the date of this prospectus and proxy statement from Burke Stelling Group, LLC, the financial advisor to Piedmont that rendered a fairness opinion in connection with the board’s approval of the merger. Changes in the operations and prospects of Piedmont or United Bankshares, general market and economic conditions and other factors that may be beyond the control of Piedmont and United Bankshares may alter the value of Piedmont or United Bankshares or the prices of shares of Piedmont common stock or United Bankshares common stock by the time the merger is completed. The opinion does not speak as of the time the merger will be completed or as of any date other than the date of such opinion. Because Piedmont does not anticipate asking its financial advisor to update its opinion, the May 9, 2024 opinion does not address the fairness of the exchange ratio, from a financial point of view, at the time the merger is completed. The opinion is included as Appendix B to this prospectus and proxy statement. For a description of the opinion that Piedmont received from its financial advisor, please refer to “The Merger – Opinion of Piedmont’s Financial Advisor” on page 41. For a description of the other factors considered by Piedmont’s board of directors in determining to approve the merger, please refer to “The Merger – Recommendation of the Piedmont Board of Directors” on page 37.

The merger agreement limits Piedmont’s ability to pursue an alternative acquisition proposal and requires Piedmont to pay a termination fee of $10,690,000 under limited circumstances relating to alternative acquisition proposals.

The merger agreement prohibits Piedmont from soliciting, initiating, or encouraging certain alternative acquisition proposals with any third party, subject to exceptions set forth in the merger agreement. See “The Merger Agreement—Acquisition Proposals” on page 64. The merger agreement also provides for the payment by Piedmont of a termination fee in the amount of $10,690,000 in the event either United Bankshares or Piedmont terminates the merger agreement for certain reasons. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Piedmont from considering or proposing such an acquisition. See “The Merger Agreement – Termination Fees” on page 71.

The merger will not be completed unless important conditions are satisfied.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed and each of United Bankshares and Piedmont may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before United Bankshares and Piedmont are obligated to complete the merger:

 

•

The merger agreement must be duly approved by the requisite vote of the shareholders of Piedmont;

 

•

All required regulatory approvals must be obtained;

 

•

The absence of any law or order by a court or governmental authority that prohibits consummation of the merger;

 

•

The registration statement on Form S-4 shall become effective under the Securities Act and no stop order shall have been issued or threatened by the SEC; and

 

•

To the extent required, the shares of United Bankshares common stock to be issued in the merger must be approved for listing on Nasdaq.

Some of the conditions to the merger may be waived by United Bankshares or Piedmont without resoliciting shareholder approval of the merger agreement.

Some of the conditions set forth in the merger agreement may be waived by United Bankshares or Piedmont, subject to the agreement of the other party in specific cases. See “The Merger Agreement – Conditions

 

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of the Merger” beginning on page 59. If any conditions are waived, Piedmont or United Bankshares, as applicable, will evaluate whether an amendment of this prospectus and proxy statement and resolicitation of proxies is warranted. In the event that the board of directors of Piedmont or United Bankshares determines that resolicitation of its shareholders is not warranted, United Bankshares and Piedmont will have the discretion to complete the transaction without seeking further Piedmont shareholder approval.

Termination of the merger agreement could negatively impact Piedmont or United Bankshares.

If the merger agreement is terminated, there may be various consequences. For example, Piedmont’s businesses may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. If the merger agreement is terminated and Piedmont’s board of directors seeks another merger or business combination, Piedmont shareholders cannot be certain that Piedmont will be able to find a party willing to pay the equivalent or greater consideration than that which United Bankshares has agreed to pay in the merger. If the merger is not completed, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be completed. In addition, if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by Piedmont’s board of directors, Piedmont may be required to pay United Bankshares a termination fee of $10,690,000. See “The Merger Agreement – Effect of Termination; Termination Fee” on page 71.

Piedmont shareholders have dissenters’ rights in the merger.

If the merger agreement is adopted by Piedmont shareholders, Piedmont shareholders who do not vote in favor of the approval of the merger agreement and who properly demand payment of fair cash value of their shares of common stock will be entitled to dissenters’ rights in connection with the merger under Title 14, Chapter 2, Article 13 of the Georgia Business Corporations Code. In addition, United Bankshares’ obligation to consummate the merger is subject to the condition that the holders of no more than 10% of the aggregate outstanding shares of Piedmont’s common stock properly notify Piedmont of their intent to exercise dissenters’ rights. Neither Piedmont nor United Bankshares can predict the number of Piedmont shareholders who will seek payment of fair cash value of their shares.

United Bankshares may be unable to retain United Bankshares and/or Piedmont personnel successfully after the merger is completed.

The success of the merger will depend in part on United Bankshares’ ability to retain the talents and dedication of key employees currently employed by United Bankshares and Piedmont. It is possible that these employees may decide not to remain with United Bankshares or Piedmont, as applicable, while the merger is pending or with United Bankshares after the merger is completed. If United Bankshares and Piedmont are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, United Bankshares and Piedmont could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, following the merger, if key employees terminate their employment, United Bankshares’ business activities may be adversely affected, and management’s attention may be diverted from successfully integrating United Bankshares and Piedmont to hiring suitable replacements, all of which may cause United Bankshares’ business to suffer. In addition, United Bankshares and Piedmont may not be able to locate or retain suitable replacements for any key employees who leave either company.

 

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The shares of United Bankshares common stock to be received by Piedmont shareholders as a result of the merger will have different rights from the shares of Piedmont common stock.

Upon completion of the merger, Piedmont shareholders will become United Bankshares shareholders and their rights as shareholders will be governed by the United Bankshares articles of incorporation and the United Bankshares bylaws. The rights associated with Piedmont common stock are different from the rights associated with United Bankshares common stock. Please see “Comparative Rights of Shareholders” beginning on page 85 for a discussion of the different rights associated with United Bankshares common stock.

General market conditions and unpredictable factors, including conditions and factors different from those affecting Piedmont common stock currently, could adversely affect market prices for new United Bankshares common stock shares once the new United Bankshares common stock is issued.

There can be no assurance about the market prices for the new United Bankshares common stock that will be issued upon completion of the merger. Several factors, many of which are beyond the control of United Bankshares, could influence the market prices of the new United Bankshares common stock, including:

 

•

whether United Bankshares declares or fails to declare dividends on the new United Bankshares common stock from time to time;

 

•

real or anticipated changes in the credit ratings assigned to the new United Bankshares common stock or other United Bankshares securities;

 

•

United Bankshares’ creditworthiness;

 

•

interest rates;

 

•

developments in the securities, credit and housing markets, and developments with respect to financial institutions generally;

 

•

the market for similar securities; and

 

•

economic, corporate, securities market, geopolitical, public health, regulatory or judicial events that affect United Bankshares, the banking industry or the financial markets generally.

Shares of new United Bankshares common stock will be equity interests and will not constitute indebtedness. As such, new United Bankshares common stock will rank junior to all indebtedness of, and other non-equity claims on, United Bankshares with respect to assets available to satisfy claims. The market prices for the new United Bankshares common stock following the merger may be affected by factors different from those currently affecting the Piedmont common stock.

Future capital needs could result in dilution of shareholder investment.

United Bankshares’ board of directors may determine from time to time there is a need to obtain additional capital through the issuance of additional shares of its common stock or other securities. These issuances would dilute the ownership interests of its shareholders and may dilute the per share book value of United Bankshares common stock. New investors may also have rights, preferences and privileges senior to United Bankshares’ shareholders which may adversely impact its shareholders.

Piedmont will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Piedmont. These uncertainties may impair Piedmont’s ability to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Piedmont to seek to change existing business relationships with Piedmont. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of Piedmont may experience uncertainty about their future role with the surviving entity until, or even after, strategies with regard to the

 

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combined company are announced or executed. If strategic Piedmont employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the surviving entity, Piedmont’s business following the merger could be harmed. In addition, the merger agreement restricts Piedmont from making certain acquisitions and taking other specified actions until the merger occurs without the consent of United Bankshares. These restrictions may prevent Piedmont from pursuing attractive business opportunities that may arise prior to the completion of the merger. See “The Merger Agreement – Conduct of Business Pending the Merger” on page 68.

If the merger does not constitute a reorganization under Section 368(a) of the Code, then each Piedmont shareholder may be responsible for payment of U.S. income taxes related to the exchange of Piedmont common stock for United Bankshares common stock.

The United States Internal Revenue Service, or the IRS, may determine that the merger does not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each Piedmont shareholder would recognize a gain or loss equal to the difference between the (i) the sum of the fair market value of United Bankshares common stock received by the Piedmont shareholder in the merger and (ii) the Piedmont shareholder’s adjusted tax basis in the shares of Piedmont common stock exchanged therefor.

Litigation against Piedmont or United Bankshares, or the members of the Piedmont board of directors or United Bankshares board of directors, could prevent or delay the completion of the merger.

Purported shareholder plaintiffs may assert legal claims related to the merger. The results of any such potential legal proceeding would be difficult to predict and such legal proceedings could delay or prevent the merger from being completed in a timely manner. The existence of litigation related to the merger could affect the likelihood of obtaining the required approval from Piedmont shareholders. Moreover, any litigation could be time consuming and expensive, and could divert the attention of the respective management teams of Piedmont and United Bankshares away from their companies’ regular business. Any lawsuit adversely resolved against Piedmont, United Bankshares or the members of the Piedmont board of directors or the United Bankshares board of directors could have a material adverse effect on each party’s business, financial condition and results of operations.

One of the conditions to the consummation of the merger is the absence of any statute, rule, regulation, judgment, decree, injunction or other order taken by the governmental authority of competent jurisdiction that prohibits the consummation of the transactions contemplated by the merger agreement, including the merger. Consequently, if a settlement or other resolution is not reached in any lawsuit that is filed or any regulatory proceeding and a claimant secures injunctive or other relief or a governmental authority issues an order or other directive restricting, prohibiting or making illegal the completion of the transactions contemplated by the merger agreement, including the merger, then such injunctive or other relief may prevent the merger from being completed in a timely manner or at all.

There are certain risks related to United Bankshares’ business.

You should read and consider risk factors specific to United Bankshares’ business that will also affect the combined company after the merger. These risks are described in the section entitled “Risk Factors” in United Bankshares’ Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” on page 95 for the location of information incorporated by reference into this prospectus and proxy statement.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference a number of “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the financial conditions, results of operations, earnings outlook and prospects of United Bankshares, Piedmont and the potential combined company and may include statements for the period following the completion of the merger. You can find many of these statements by looking for words such as “plan,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “potential,” “possible” or other similar expressions which identify these forward-looking statements and appear in a number of places in this prospectus and proxy statement (and the documents to which you are referred in this prospectus and proxy statement) and include, but are not limited to, all statements relating directly or indirectly to the timing or likelihood of completing the merger to which this prospectus and proxy statement relates, the timing and amount of growth and cost savings realized following the merger, plans for future growth and other business development activities as well as capital expenditures, financing sources and the effects of regulation and competition, potential effects of not approving proposals discussed in this prospectus and proxy statement or not completing the merger, and all other statements regarding the intent, plans, beliefs or expectations of United Bankshares, Piedmont, or those of their respective directors or officers.

The forward-looking statements involve certain risks and uncertainties. The ability of either United Bankshares or Piedmont to predict results or the actual effects of its plans and strategies, or those of the combined company, is subject to inherent uncertainty. Factors that may cause actual results or earnings to differ materially from such forward-looking statements include those set forth on pages 16 – 22 under “Risk Factors,” as well as, among others, the following:

 

•

Those discussed and identified in public filings with the SEC made by United Bankshares;

 

•

Fluctuations in the market price of United Bankshares common stock and the related effect on the market value of the merger consideration that Piedmont common shareholders will receive upon completion of the merger;

 

•

Business uncertainties and contractual restrictions while the merger is pending;

 

•

The possibility that the proposed merger does not close when expected or at all because required regulatory, shareholder or other approvals and conditions to closing are not received or satisfied on a timely basis or at all;

 

•

The terms of the proposed merger may need to be modified to satisfy such approvals or conditions;

 

•

The anticipated benefits from the proposed merger such as it being accretive to earnings and expanding United Bankshares’ geographic presence and synergies are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which the companies operate;

 

•

The ability to promptly and effectively integrate the businesses of United Bankshares and Piedmont;

 

•

Reputational risks and the reaction of the companies’ customers to the merger;

 

•

Diversion of management time on merger related issues;

 

•

Changes in asset quality and credit risk;

 

•

The inability to sustain revenue and earnings;

 

•

Changes in interest rates and capital markets;

 

•

Inflation;

 

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•

Customer acceptance of United Bankshares products and services;

 

•

Customer borrowing, repayment, investment and deposit practices;

 

•

Customer disintermediation;

 

•

The introduction, withdrawal, success and timing of business initiatives;

 

•

Competitive conditions;

 

•

The impact, extent and timing of technological changes;

 

•

Changes in fiscal and monetary policies, including changes in tax laws, and their effects on markets and customers; and

 

•

Changes in regulations and other actions of the Federal Reserve and federal and state banking regulators, and legislative and regulatory actions and reforms, including those associated with the Dodd-Frank Wall Street Reform and Consumer Protection Act and the federal regulations that make up the Volcker Rule, and the regulatory capital rules under Basel III.

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document.

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to United Bankshares or Piedmont or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this document. Except to the extent required by applicable law or regulation, United Bankshares and Piedmont undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

 

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EQUIVALENT PRO FORMA MARKET VALUE OF COMMON STOCK

United Bankshares common stock is traded on Nasdaq under the symbol “UBSI”. There is no established public trading market for Piedmont common stock. The closing sale price reported for United Bankshares common stock on May 9, 2024, the last trading date preceding the public announcement of the merger agreement, was $34.27.

As of [●], 2024, the last date prior to printing this prospectus and proxy statement for which it was practicable to obtain this information, there were approximately [●] registered holders of United Bankshares common stock and approximately [●] registered holders of Piedmont common stock.

The following table sets forth historical per share market values for United Bankshares common stock (i) on May 9, 2024, the last trading day prior to public announcement of the merger agreement, and (ii) on [●], 2024, the most recent practicable date before the printing and mailing of this prospectus and proxy statement. The table also shows the equivalent pro forma market value of Piedmont common stock on those dates.

The equivalent pro forma market value of Piedmont common stock is obtained by multiplying the historical market price of United Bankshares common stock by the exchange ratio. Accordingly, the pro forma market value (i) on May 9, 2024 is determined by multiplying $34.27 by the exchange ratio of 0.300 and (ii) on [●], 2024 is determined by multiplying $[●] by the exchange ratio of 0.300.

The historical market prices represent the last sale prices on or before the dates indicated. The market price of United Bankshares common stock at the time of the closing of the merger may be higher or lower than the closing prices of United Bankshares common stock on the dates shown in the table and, therefore, the market value of the United Bankshares common stock that you receive may be higher or lower than the equivalent pro forma market value shown in the table.

Historical Market Price

 

		United Bankshares				Piedmont Equivalent Pro Forma Market Value
May 9, 2024		$	34.27			$	10.28
[●], 2024			$[●]				$[●]

The market price of United Bankshares common stock will fluctuate between the date of this prospectus and proxy statement and the effective time of the merger. Piedmont shareholders should obtain current stock price quotations for United Bankshares common stock. No assurance can be given concerning the market price of United Bankshares common stock before or after the effective date of the merger. Any change in the market price of United Bankshares common stock prior to the effective time of the merger will affect the market value of the merger consideration that Piedmont’s shareholders will receive upon the effective time of the merger. Once the merger is completed, there will be no further private or public market for Piedmont common stock.

 

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THE ANNUAL MEETING

This section contains information about the annual meeting of Piedmont shareholders that has been called to consider and approve the merger agreement and other items.

Together with this document, Piedmont is also sending you a notice of the annual meeting and a form of proxy that is solicited by the Piedmont board of directors. The annual meeting will be held on [●], [●], 2024, at [●] a.m./p.m., local time, at the Atlanta Athletic Club, 1930 Bobby Jones Drive, Johns Creek, Georgia 30097.

Matters to Be Considered

The purpose of the annual meeting is to vote on:

 

(1)

the Merger Proposal;

 

(2)

the Adjournment Proposal; and

 

(3)

the Director Election Proposal.

Proxies

Each copy of this document mailed to record holders of Piedmont common stock is accompanied by a proxy card with instructions for voting. The Piedmont board of directors requests that you submit your proxy promptly, whether or not you plan to attend the meeting. If you hold your shares of Piedmont common stock under your own name (also known as “record ownership”), you can vote your shares in one of the following manners:

 

•

By proxy via mail by signing and returning the enclosed proxy card in the postage-paid envelope;

 

•

By proxy via the Internet at [●] and following the instructions;

 

•

By proxy via telephone at [●] on a touch-tone phone and following the recorded instructions; or

 

•

By attending the meeting and voting your shares in person.

Any vote by proxy card, Internet or telephone may be revoked by you at any time before the meeting by giving written notice of such revocation to the corporate secretary, executing another proxy or using the Internet or telephone voting procedures as of a date subsequent to the prior proxy card or Internet or telephone vote. If you are a shareholder of record or have a legal proxy from a shareholder of record, you may also revoke your proxy by voting in person at the annual meeting. Shareholders who vote via the Internet or by telephone need not mail their proxy cards and doing so will revoke any prior vote or proxy. Instructions on how to vote by telephone or by the Internet are included with your proxy card.

If you hold your shares in “street name” through a bank, broker, nominee or other holder of record, you will receive a voting instruction form directly from them. Follow the instructions on the form they provide to have your shares voted by proxy. If you wish to attend the meeting and vote in person, you must obtain a written proxy, executed in your favor, from the bank, broker, nominee or other holder of record to do so.

All shares represented by valid proxies that Piedmont receives through this solicitation and that are not revoked will be voted in accordance with your instructions on the proxy card or as instructed via the Internet or telephone, or with respect to shares beneficially held in “street name,” in accordance with the voting instructions received from the appropriate bank, broker, nominee or other holder of record. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” each of the proposals described above.

Piedmont shareholders with shares represented by stock certificates should not send Piedmont stock certificates with their proxy cards. After the merger is completed, holders of Piedmont common stock with shares represented by stock certificates or held in book-entry form will be mailed a transmittal form with instructions on how to exchange their Piedmont stock certificates or book-entry shares for the merger consideration.

 

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Solicitation of Proxies

Piedmont will bear the entire cost of soliciting proxies from its shareholders. In addition to solicitation of proxies by mail, proxies may also be solicited by Piedmont’s directors and employees personally, and by telephone, electronic transmission, facsimile transmission, or other means. No additional compensation will be paid to these individuals for proxy solicitation nor is it expected to result in more than a minimal cost. Piedmont may make arrangements directly with banks, brokerage houses, custodians, nominees and fiduciaries to forward solicitation material to the beneficial owners of Piedmont common stock held of record by them and to obtain authorization for the execution of proxies. Piedmont expects to reimburse these institutional holders for their reasonable expenses in connection with these activities.

Record Date

The close of business on [●], 2024 has been fixed as the record date for determining the Piedmont shareholders entitled to receive notice of and to vote at the annual meeting. At that time, [●] shares of Piedmont common stock were outstanding and entitled to vote at the annual meeting, held by approximately [●] beneficial holders of record including [●] holders of record.

Quorum and Voting Rights

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Piedmont common stock entitled to vote is necessary to constitute a quorum at the annual meeting. Abstentions and shares of Piedmont common stock held of record by a broker or nominee that voted on any matter will be counted for the purpose of determining whether a quorum is present.

Under the rules that govern brokers who are voting with respect to shares held in street name, brokers or other nominees have the discretion to vote such shares on routine matters, but not on non-routine matters. In the case of non-routine items, the broker or other nominee holding street name shares cannot vote the shares if it has not received voting instructions. These are considered to be “broker non-votes.” Since there are no routine items to be voted on at the annual meeting, brokers or nominees holding shares of Piedmont common stock that do not receive voting instructions from the beneficial owners of such shares will not be able to return a proxy card with respect to such shares. As a result, these shares will not be considered present at the annual meeting and will not count towards the satisfaction of a quorum.

As of the record date, directors of Piedmont had the sole right to vote 4,837,607 shares of Piedmont common stock, or approximately 18.9% of the outstanding Piedmont common stock entitled to be voted at the annual meeting. Piedmont currently expects that each of these individuals will vote their shares of Piedmont common stock in favor of the proposals to be presented at the annual meeting. Piedmont directors have entered into support agreements that obligated each director to vote shares of Piedmont common stock over which each such director has sole voting and dispositive power for approval of the Merger Proposal. As of the close of business on [●], 2024, the record date for the annual meeting, shares constituting 18.9% of Piedmont common stock were subject to the support agreements.

If you are a holder of Piedmont common stock and you submit a proxy in which you abstain from voting, the abstention will be counted toward a quorum at the annual meeting, and it will have the same effect as a vote against the Merger Proposal and no effect on the outcome of the Adjournment Proposal.

Broker non-votes will have the same effect as a vote against the Merger Proposal and no effect on the outcome of the Adjournment Proposal. Abstentions and broker “non-votes” are not counted for purposes of the Director Election Proposal and thus have no effect on the outcome of the Director Election Proposal.

Attending the Annual Meeting

All holders of Piedmont common stock, including holders of record and shareholders who beneficially hold their stock through banks, brokers, nominees or any other holder of record, are invited to attend the annual

 

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meeting. Shareholders of record on the record date can vote in person at the annual meeting. If you beneficially hold your shares in “street name,” of record, you must obtain a written proxy executed in your favor from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the annual meeting. If you plan to attend the annual meeting, you must either hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership, and you must bring a form of personal photo identification with you in order to be admitted. Piedmont reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification.

 

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PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING

PROPOSAL NO. 1

APPROVAL OF THE MERGER AGREEMENT

Piedmont is asking its shareholders to approve the Merger Proposal. For a detailed discussion of the merger, including the terms and conditions of the merger agreement, see “The Merger Agreement,” beginning on page 58. As discussed in detail in the sections entitled “The Merger – Piedmont’s Reasons for the Merger; Recommendation of the Board of Directors,” beginning on page 37, after careful consideration, the Piedmont board of directors determined that the terms of the merger agreement and the transactions contemplated thereby are in the best interests of Piedmont and the Piedmont board of directors unanimously approved the merger agreement. Accordingly, Piedmont’s board of directors unanimously recommends that Piedmont shareholders vote “FOR” the Merger Proposal.

Required Vote

Approval of the Merger Proposal requires the affirmative vote of a majority of the outstanding shares of Piedmont common stock entitled to vote on the Merger Proposal. You are entitled to one vote for each share of Piedmont common stock you held as of the record date.

Because the affirmative vote of a majority of the outstanding shares of Piedmont common stock entitled to vote on the Merger Proposal is needed in order to proceed with the merger, an abstention will have the effect of a vote against the Merger Proposal. The Piedmont board of directors urges Piedmont shareholders to promptly vote by completing, dating and signing the accompanying proxy card and returning it promptly in the enclosed postage-paid envelope, calling the toll-free number listed on the Piedmont proxy card, accessing the Internet site listed on the Piedmont proxy card, or, if you hold your stock in “street name” through a bank, broker, nominee or other holder of record, following the voting instructions of your bank, broker, nominee or other holder of record.

If you return a properly executed proxy card but do not indicate instructions on your proxy card, your shares of Piedmont common stock represented by such proxy card will be voted “FOR” approval of the Merger Proposal.

Recommendation of the Piedmont Board of Directors

The Piedmont board of directors unanimously recommends that Piedmont shareholders vote “FOR” approval of the Merger Proposal. See “The Merger – Piedmont’s Reasons for the Merger; Recommendation of the Piedmont Board of Directors” on page 37 for a more detailed discussion of the Piedmont board of directors’ recommendation.

 

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PROPOSAL NO. 2

APPROVAL OF THE ADJOURNMENT, POSTPONEMENT OR CONTINUANCE OF THE ANNUAL MEETING, IF NECESSARY, TO PERMIT FURTHER SOLICITATION OF PROXIES

If at the annual meeting the number of shares of Piedmont common stock present in person or represented by proxy and voting in favor of the Merger Proposal is insufficient to approve such proposal, management may move to adjourn, postpone or continue the annual meeting on one or more occasions in order to enable Piedmont to continue to solicit additional proxies in favor of such proposal. In that event, you will be asked to vote only upon the Adjournment Proposal and will not be asked to vote on the Merger Proposal at the annual meeting.

In this proposal, Piedmont is asking the Piedmont shareholders to authorize the holder of any proxy solicited by its board of directors to grant to the Piedmont board of directors the authority to adjourn, postpone or continue the annual meeting and any later adjournments. If the Piedmont shareholders approve this proposal, Piedmont could adjourn, postpone or continue the annual meeting, and any adjourned session of the annual meeting on one or more occasions, to use the additional time to solicit proxies in favor of the Merger Proposal, including the solicitation of proxies from the shareholders that have previously voted against such proposal. Among other effects, approval of the Adjournment Proposal could mean that, even if proxies representing a sufficient number of votes against the approval of the Merger Proposal have been received, Piedmont could adjourn, postpone or continue the annual meeting without a further shareholder vote on such proposal and seek to convince the holders of those shares to change their votes to vote in favor of such proposal.

Generally, if the annual meeting is adjourned, no notice of the adjourned meeting is required to be given to shareholders, other than an announcement at the annual meeting of the place, date and time to which the meeting is adjourned.

Required Vote

Approval of the Adjournment Proposal requires the affirmative vote of a majority of the shares represented in person or by proxy at the annual meeting if a quorum is established. Abstentions will be counted toward a quorum at the annual meeting and will have no effect on the outcome of the Adjournment Proposal.

If you return a properly executed proxy card but do not indicate instructions on your proxy card, your shares of Piedmont common stock represented by such proxy card will be voted “FOR” approval of the Adjournment Proposal.

Recommendation of the Piedmont Board of Directors

The Piedmont board of directors believes that if the number of shares of its common stock present in person or represented by proxy at the annual meeting and voting in favor of the approval of the Merger Proposal is insufficient to approve such proposal, it is in the best interests of the Piedmont shareholders to enable the board of directors, for a limited period of time, to continue to seek to obtain a sufficient number of additional votes to approve such proposal. The Piedmont board of directors unanimously recommends that shareholders vote “FOR” the approval of the Adjournment Proposal.

 

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PROPOSAL NO. 3

ELECTION OF CLASS III DIRECTORS

Piedmont’s board of directors consists of ten directors, divided into three classes (Class I, Class II and Class III) as equal in number as possible. All of the Piedmont directors are also directors of Piedmont Bank. Except for director elections outside of the annual meeting, directors in only one class are elected each year, each for a three-year term. This year, the terms of the Class III directors expire at the annual meeting. Therefore, you, as a Piedmont shareholder, are being asked to elect the current Class III directors whose terms are expiring to serve as directors for three years, until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. However, if the merger is completed, Piedmont will be merged out of existence and the terms of all Piedmont directors will end.

NOMINEES FOR ELECTION

OF DIRECTORS TO SERVE FOR A THREE-YEAR TERM EXPIRING IN 2027

 

Name (Age)		Director Since		Position with Piedmont Bancorp and Principal Occupation
W. Ray Barnes (85)		2021		Former Chairman, Westside Bank Board of Directors
John J. Howard (65)		2009		Vice Chairman of the Board of Directors; President and Co-Owner, Howard Brothers, Inc., a retail hardware and outdoor power equipment company
J. Paul Maggard (63)		2009		Co-owner Maggard Enterprises and Maggard Investments LLC; commercial real estate investment partnerships
Monty G. Watson (66)		2009		Chairman and Chief Executive Officer, Piedmont Bancorp, Inc.; Chairman and Chief Executive Officer of The Piedmont Bank

INCUMBENT DIRECTORS

SERVING FOR A TERM EXPIRING IN 2025 (CLASS I)

 

Name (Age)		Director Since		Position with Piedmont Bancorp and Principal Occupation
Robert D. Cheeley (66)		2009		Attorney, Cheeley Law Group, LLC
T. Michael Tennant (75)		2009		Attorney and Senior Counsel, Alston & Bird LLP, Retired
C. Lamar Black (88)		2017		Owner, P&B Petroleum, an oil distribution company

SERVING FOR A TERM EXPIRING IN 2026 (CLASS II)

 

Name (Age)		Director Since		Position with Piedmont Bancorp and Principal Occupation
E. Ray Black, Sr. (78)		2017		Owner, Cleveland Drug Company, a retail pharmacy
Paul D. Donaldson (76)		2009		Retired, Former Owner, Donaldson and Associates, a real estate development partnership
Kelly J. Johnson (67)		2018		Retired, Chief Financial Officer and Secretary, Piedmont Bancorp, Inc.; Retired, Senior Vice President and Chief Financial Officer of The Piedmont Bank

 

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Required Vote

To be elected, a director nominee must receive more votes than any other nominee for the particular seat on the Piedmont board of directors. As a result, if you withhold your vote as to one or more nominees, it will have no effect on the outcome of the election unless you cast that vote for a competing nominee. At the present time we do not know of any competing nominees. Abstentions will be counted toward a quorum at the annual meeting and will have no effect on the outcome of the Director Election Proposal.

If you return a properly executed proxy card but do not indicate instructions on your proxy card, your shares of Piedmont common stock represented by such proxy card will be voted “FOR” each Class III director nominee. If any nominee for election to the Board of Directors named in this proxy statement becomes unavailable for election for any reason, the proxy will be voted for a substitute nominee selected by the Piedmont board of directors.

Recommendation of the Piedmont Board of Directors

The Piedmont board of directors unanimously recommends that Piedmont shareholders vote “FOR” the four Class III director nominees.

 

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THE MERGER

The following summary describes certain aspects of the merger. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. Holders of Piedmont common stock should read carefully this prospectus and proxy statement in its entirety, including appendices, for more detailed information concerning the merger and the merger agreement. In particular, you are directed to the merger agreement, including the exhibits thereto, copies of which are attached as Appendix A and are incorporated in this prospectus and proxy statement by reference.

Background of the Merger

As part of their ongoing consideration and evaluation of Piedmont’s long-term prospects, Piedmont’s board of directors and executive officers have regularly reviewed and assessed Piedmont’s business strategies and objectives and have considered various opportunities to enhance long-term value for Piedmont’s shareholders. These opportunities have included business combinations, operational enhancements, an initial public offering, and improvements related to Piedmont’s use of capital, all with a view to increase long-term value and liquidity prospects for its shareholders. The types of business combinations considered have included acquiring smaller financial institutions or other companies that offer ancillary banking products and services, entering into a merger of equals with another financial institution, or being acquired by a larger financial institution. Piedmont’s board discussions have occurred generally through annual strategic meetings and more frequently when opportunities arise at its monthly meetings and through special meetings of its strategic planning committee. At all these meetings, Piedmont’s board of directors would regularly assess the business environment facing financial institutions generally, and Piedmont Bank specifically, the direction and influences of growth, margins, cost structure, regulatory dynamics, and organic growth and financial and operating structure necessary to deliver competitive returns on shareholders’ capital. Mr. Watson would also communicate material contacts that he had made with or received from other companies, financial advisors, or other interested parties.

In this regard, and to assist in evaluating Piedmont’s strategic considerations and analysis, Piedmont retained Burke Stelling in February 2019 to help Piedmont explore the possibility of a sale to a larger financial institution. Piedmont’s board of directors decided to pursue this sales process based on the then-current banking landscape, merger and acquisition strategic alternatives, review of alternative standalone banking strategies, and the desire to provide liquidity to Piedmont’s shareholders. Considering the above, and based upon the observation that a higher return to Piedmont’s shareholders may be obtained by merging with a larger financial institution as opposed to a standalone strategy, the Piedmont board of directors believed it would be prudent to explore a sales process in a manner that would least jeopardize Piedmonts’ prospects if Piedmont continued to pursue a stand-alone strategy. At the direction of Piedmont, Burke Stelling contacted approximately twenty public banks that were selected based on their likely interest, ability to pay, and history of executing similar transactions. This outreach was intended to verify valuation expectations among a reasonable sample size of likely partners, while mitigating the potential risks (negative customer and employee impact) of presenting the bank as “for-sale,” should the process not validate the expectations. Nine parties signed non-disclosure agreements and were given access to certain financial diligence. Ultimately, two parties submitted written letters of intent, and a third party verbally indicated their potential pricing. Piedmont’s board of directors elected to proceed with one of the letters of intent, but the parties ultimately decided to cease conversations primarily due to differences in credit processes. The board of directors of Piedmont, with the input of Burke Stelling, determined that the other potential offers were insufficient from a pricing perspective. Subsequently, Burke Stelling held further conversations with certain parties that were unable to participate in the original bidding due to timing issues or other constraints. Burke Stelling also afforded certain parties the opportunity to increase their original pricing. Through this process, a fourth party presented a verbal indication for the acquisition of Piedmont. Ultimately, none of the potential offers were deemed to be acceptable from a financial standpoint, and the board of directors elected to put further conversations on hold.

From 2019 to 2020, management also responded from time to time to unsolicited calls from, and introductions and meetings with, prospective buyers for Piedmont. Such meetings, during this time, were

 

33

established as opportunities to develop relationships and with the intent of developing a more in-depth understanding of each prospective buyer and its respective potential fit and acquisition capacity for Piedmont.

In December 2020, a publicly traded regional bank expressed interest in an acquisition of Piedmont, executed a non-disclosure agreement, and was provided with certain financial diligence. The party submitted a written price for the acquisition of Piedmont. After conversations with Burke Stelling, Piedmont decided that the price was insufficient and gave the party an opportunity to increase the price. After further negotiations, Piedmont decided to terminate further conversations, due primarily to the economics of the proposed offer to Piedmont’s shareholders.

In 2021, Piedmont retained Burke Stelling and Piper Sandler & Co., or Piper Sandler, to help Piedmont further explore various strategic alternatives, including conversations with selected potential buyers, to determine the viability and pricing of a potential merger with a larger financial institution. The meetings with Burke Stelling and Piper Sandler would typically include formal and informal presentations from Burke Stelling and Piper Sandler regarding the overall banking industry and markets, nationally and in Georgia, merger and acquisition activity trends and pricing, comparable company analyses, valuation perspectives on Piedmont, and analyses of potential acquisition targets and potential acquirers, along with potential transaction pricing. Subsequently, Mr. Watson was introduced to United Bankshares and held multiple conversations with its senior management team. In these meetings, United Bankshares and Piedmont discussed the possibility of merging, including conversations around their respective cultures, customer bases, credit processes, business mixes and future plans. Piedmont and United Bankshares noted from these meetings that there were significant similarities and strategic alignment between the two companies. As a result of these conversations, United Bankshares signed a non-disclosure agreement in June 2021, was provided with certain financial diligence, and conducted a limited due diligence review. However, United Bankshares determined not to move forward with a transaction and paused conversations. Due to the lack of a robust public buyer market at the time, the board of Piedmont ultimately decided to forgo further conversations with potential acquirers.

From mid-2022 to end of 2023, Piedmont assessed multiple acquisition opportunities and merger opportunities, including acquisitions of smaller banks, mergers of equals with similarly sized banks, and sales to larger banks. Piedmont’s senior management team also maintained dialogue with United Bankshares’ senior management team during this time. In 2022, Piedmont held advanced conversations with a potential merger of equals partner that ultimately did not come to fruition due to disagreements on key merger terms, including pro forma corporate governance issues.

Beginning in 2024, Burke Stelling and Piper Sandler each held conversations with Piedmont’s management and board of directors surrounding various strategic opportunities as part of Piedmont’s ongoing efforts to remain educated on the overall banking market, M&A market, and public market for banks. These conversations included the improving M&A market, which was in part driven by improving buyer stock valuations, interest rate stabilization, inflation moderation, and increased buyer comfort with overall market conditions. These conversations also included updates on the potential market for an initial public offering, merger of equal partners, and potential bank acquisition targets for Piedmont. Following these discussions, Piedmont’s board of directors and executive officers began to reconsider the prospect of a strategic transaction with a larger financial institution, believing that 2024 and 2025 could see a material uptick in the overall bank M&A landscape that could provide an opportunity for shareholder liquidity. Accordingly, with the help of Piper Sandler and Burke Stelling, Mr. Watson began making certain outreach calls to four publicly traded banks (including United Bankshares) that had been identified in conversations with Piper Sandler and Burke Stelling as having the most interest, capacity to pay and meet valuation expectations, and ability to execute on a merger. The goal of these conversations was to maintain relationships with those parties and get to know their management teams.

During the first quarter of 2024, United Bankshares expressed interest in restarting discussions regarding a potential merger with Piedmont. A number of factors led Piedmont to view United Bankshares as a viable and attractive potential merger partner, including, but not limited to, United Bankshares’ expressed interest to

 

34

reengage in merger discussions, United Bankshares’ stated capacity to perform an assessment of a potential merger with Piedmont in an efficient and expedited manner due to its familiarity with Piedmont’s franchise from previous merger discussions, Piedmont’s belief that United Bankshares represented a strategic and cultural fit for Piedmont’s franchise, and Piedmont’s belief that United Bankshares could offer attractive financial benefits to Piedmont’s shareholders in the context of a merger. Based on these factors, Piedmont elected to proceed with merger discussions with United Bankshares, while at the same time pursuing merger discussions with alternative potential merger partners. United Bankshares and Piedmont entered into a mutual confidentiality and nondisclosure agreement on March 25, 2024.

Piedmont formally engaged Burke Stelling and Piper Sandler on March 29th and April 4th, respectively, to assist in the evaluation of various strategic alternatives, including the potential merger with United Bankshares or another financial institution.

Throughout March and April 2024, Burke Stelling and Piper Sandler assisted Piedmont in compiling a virtual data room and completing certain other analyses to assist United Bankshares and other potential acquirers in their reviews of Piedmont. United Bankshares conducted preliminary due diligence on Piedmont’s business prospects and financial position and held multiple additional conversations with Piedmont’s management team. Piedmont, United Bankshares, and their respective financial advisors put together certain analyses to assist in evaluating the financial impact and viability of a potential transaction. Piedmont’s CEO met with members of the senior management team of United Bankshares on March 15, 2024 in Washington, D.C. to discuss Piedmont’s financial and strategic position as part of United Bankshares’ due diligence process. Two other financial institutions also executed non-disclosure agreements and were allowed certain access to limited due diligence materials of Piedmont at around the same time. Piedmont also held introductory meetings separately with both of these parties on April 3, 2024. Ultimately, neither of these parties indicated a desire to move forward with a transaction at the time.

On April 21, 2024, United Bankshares submitted a letter of intent, or LOI, to Piedmont with an exchange ratio of 0.300x. On April 23, 2024, a special meeting of the Piedmont board of directors was called to discuss the LOI. Members of Piper Sandler, Burke Stelling, and Alston & Bird LLP, Piedmont’s legal advisor, discussed various aspects of the LOI with the board. At this meeting, the Piedmont board of directors received a presentation from Piper Sandler and Burke Stelling regarding the key financial and non-financial aspects of United Bankshares’ offer, various metrics, historical pricing range analysis based upon the exchange ratio of the LOI, preliminary pro-forma financial impacts, contribution analysis, peer analysis, merger and acquisition precedent transactions analysis and comparisons (national and regional), and United Bankshares price performance and merger reaction analysis, as well as third party equity analyst recommendations on United Bankshares common stock. Piper Sandler and Burke Stelling also provided their feedback on the prospects of receiving offers from other potential buyers, and potential courses of action based on the United Bankshares offer. On April 24, 2024, a subsequent board meeting was called to further discuss the LOI, including further context around the bid, potential next steps, and potential negotiating strategies. The Piedmont board of directors discussed key terms, any potential execution risks of the proposed transaction, as well as any potential employee, executive and board roles. In addition, given that the LOI was structured as an all-stock transaction, the Piedmont board of directors also discussed United Bankshares’ stock valuation, its prospects, risks, and the related analysis provided by Burke Stelling and Piper Sandler. At the conclusion of that meeting, the board of directors of Piedmont agreed that the LOI with United Bankshares was an appropriate strategic alternative to pursue, and unanimously instructed the management team, Burke Stelling, and Piper Sandler to request additional clarity on certain deal points and ask for the exchange ratio to be increased.

After multiple additional conversations between the respective management teams and financial advisors, United Bankshares maintained its exchange ratio offer per the original LOI submitted on April 21, 2024 and further clarified its intentions regarding board and management roles. On April 25, 2024, the Piedmont board of directors held a meeting to further review and discuss the LOI. The board received updates on the negotiations and updates on other potential strategic options. Burke Stelling and Piper Sandler indicated that the most likely

 

35

potential bidders for Piedmont had been contacted, and that the LOI from United Bankshares, Inc. represented a compelling offer with a relatively high likelihood of closing. The Piedmont board directors also considered the strategic and cultural fit between the two organizations, the fact that United Bankshares did not require any financing to proceed with the transaction, the increased liquidity that Piedmont shareholders will have by receiving a publicly traded stock as merger consideration, the opportunities, benefits and timing of a possible combination of the respective banks, and United Bankshares’ history of successfully completing numerous bank acquisitions. At the conclusion of this meeting, the Piedmont board of directors voted to approve the LOI and to move forward to a definitive merger agreement, and instructed Mr. Watson to sign the LOI.

Following the approval of the LOI, advisors of Piedmont and United Bankshares outlined plans for confirmatory due diligence of Piedmont, a loan review of Piedmont to include access to certain loan files, and reverse due diligence of United Bankshares, as well as certain other milestones needed to reach a definitive merger agreement. On April 26, 2024, Bowles Rice LLP, which served as legal counsel to United Bankshares, circulated an initial draft of the merger agreement to Alston & Bird. Between that date and May 8, 2024, confirmatory due diligence and reverse due diligence and merger agreement negotiations continued. Several drafts of the merger agreement and related documentation were exchanged in this process. Also during this time, United Bankshares and Piedmont worked with their legal counsel and certain Piedmont executives to amend the executive compensation agreements of certain Piedmont executives, effective upon the completion of the merger, to provide for the terms of continued employment with United Bankshares or United Bank, as applicable, after the completion of the merger. On May 3, 2024, Piedmont’s executive officers and advisors held a reverse due diligence call with United Bankshares’ executive officers and advisors to discuss in detail United Bankshares’ legal, regulatory, and financial background. On May 4, 2024, Piedmont held a special meeting of the strategic committee of the board of directors to discuss key merger agreement terms and provisions still being negotiated at the time. The meeting included Alston & Bird, Burke Stelling, and Piper Sandler.

On May 9, 2024, Piedmont’s board of directors held a meeting to review and discuss the merger, the merger agreement, and the related transaction documents. In connection with this meeting, Burke Stelling formally delivered its fairness opinion orally to the board of directors. Representatives from Alston & Bird provided an overview of director fiduciary duties, and outlined the terms of the merger agreement and related documentation and discussed the material changes to such documentation throughout the process. Alston & Bird’s review of the draft merger agreement included major provisions regarding purchase price, representations and warranties and disclosure schedules, interim operating covenants, registration statement and proxy statement process, fiduciary outs, employee benefits, indemnification, conditions to closing and termination provisions and fees, as well as the related Director agreements. Piper Sandler also discussed certain key deal points and shared certain analyses. Piedmont’s management’s review of reverse due diligence was also presented and concluded there were no extraordinary concerns or unknown matters uncovered during the diligence of United Bankshares. The review included corporate strategy, earnings, asset quality, deposit franchise, sensitivity and interest rate risk, legal and regulatory matters, and capital adequacy. Following such discussion, Piedmont’s board of directors (i) voted to approve and adopt the merger agreement and the transactions contemplated thereby, including the merger, (ii) authorized Piedmont’s executive officers to execute and deliver the merger agreement, and (iii) determined to recommend the merger to the Piedmont shareholders for approval.

The United Bankshares board of directors held a meeting after the close of markets on May 9, 2024 and approved the merger.

During the evening of May 9, 2024, the respective authorized officers of Piedmont and United Bankshares executed and delivered the merger agreement. Following the execution and delivery of the merger agreement, Piedmont and United Bankshares issued a joint press release announcing the terms of the merger on May 10, 2024. United Bankshares also released an investor presentation in connection with the announced merger on May 10, 2024. On the same day, United Bankshares filed an 8-K in connection with the merger.

 

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Piedmont’s Reasons for the Merger; Recommendation of the Piedmont Board of Directors

After careful consideration, Piedmont’s board of directors, at a meeting held on May 9, 2024, unanimously determined that the merger agreement and the transactions contemplated thereby are fair and in the best interest of Piedmont and its shareholders. Accordingly, Piedmont’s board of directors adopted and approved the merger agreement and unanimously recommends that Piedmont’s shareholders vote “FOR” the approval of the merger agreement.

In evaluating the merger agreement and reaching its decision to adopt and approve the merger agreement and recommend that Piedmont’s shareholders approve the merger agreement, Piedmont’s board consulted with Piedmont’s management, as well as its outside legal and financial advisors, and considered a number of factors, including the following material factors (not in any relative order of importance):

 

•

the board’s knowledge and understanding of Piedmont’s business, operations, financial condition, asset quality, earnings and prospects, and of United Bankshares’ business, operations, financial condition, asset quality, earnings and prospects, taking into account the information shared by United Bankshares’ officers and information and analysis provided by Piedmont’s financial advisors;

 

•

the board’s understanding of United Bankshares’ commitment to enhancing its strategic position in Piedmont’s market area, its prospects for the future and its projected financial results, and the Piedmont board’s belief that the legacy Piedmont operations would benefit from United Bankshares’ ability to take advantage of economies of scale and grow in the current economic environment;

 

•

Piedmont’s earnings track record and the market performance of its common stock;

 

•

the increased liquidity of the United Bankshares common stock as listed on Nasdaq, contrasted with the relative illiquidity of the Piedmont common stock;

 

•

the ability of Piedmont’s shareholders to benefit from United Bankshares’ potential long-term stock value since it is more likely that the combined entity will have superior future earnings and prospects compared to Piedmont’s earnings and prospects on an independent basis due to greater operating efficiencies and better penetration of commercial and consumer markets;

 

•

the perceived ability of United Bankshares to complete a merger transaction from a financial and regulatory perspective, including its prior history of successful merger transactions and the expectation that the combined company will have a strong capital position upon completion of the transaction;

 

•

the financial and other terms of the merger agreement, including the amount and nature of the consideration proposed to be paid, which Piedmont’s board reviewed with its outside financial and legal advisors, including;

 

•

Piedmont’s ability, under certain circumstances specified in and prior to the time Piedmont’s shareholders approve the merger agreement (i) to provide non-public information in response to a written acquisition proposal from a third party and (ii) participate in discussions or negotiations with a third party making such proposal, if (A) the board concludes in good faith, after consultation with and based upon the advice of outside legal counsel, that the failure to take such actions would be reasonably likely to constitute a breach of its fiduciary duties to its shareholders under applicable law, (B) before taking such actions, Piedmont receives an executed confidentiality agreement providing for reasonable protection of confidential information, and (C) the board concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the acquisition proposal constitutes or is reasonably likely to result in a superior proposal;

 

•

the fact that the outside date for completing the merger under the merger agreement allows for sufficient time to complete the merger;

 

•

the board’s understanding that the proposed merger with United Bankshares will generally be a tax-free transaction to Piedmont’s shareholders with respect to United Bankshares common stock received by virtue of the merger;

 

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•

the level of effort that United Bankshares must use under the merger agreement to obtain required regulatory approvals, and the prospects for such approvals being obtained in a timely fashion and without the imposition of any adverse conditions;

 

•

the board’s review of the potential costs associated with executing the merger agreement, including change in control, severance and related costs, as well as estimated advisor fees, which the board concluded were reasonable and would not affect the advice from, or the work performed by senior management of Piedmont or Piedmont’s financial advisor in connection with the evaluation of the merger and the merger agreement by Piedmont’s board;

 

•

the complementary aspects of the Piedmont and United Bankshares businesses, including customer focus, geographic coverage, business orientation and compatibility of the companies’ management operating styles;

 

•

the complementary nature of the cultures of the two companies, which management believes should facilitate integration and implementation of the transaction;

 

•

the potential expense-saving and revenue-enhancing opportunities in connection with the merger, the related potential impact on the combined company’s earnings and the fact that the stock form of merger consideration would allow former Piedmont shareholders to participate in the potential future stock price value and higher dividends as United Bankshares shareholders;

 

•

the anticipated effect of the acquisition on Piedmont’s retained employees and the terms of severance for employees who would not be retained;

 

•

the long-term and short-term interests of Piedmont and its shareholders, and the interests of Piedmont’s employees, customers, creditors and suppliers, and the community and societal considerations of the communities in which Piedmont maintains offices;

 

•

the financial analyses provided by Burke Stelling, Piedmont’s financial advisor, regarding the merger, and its opinion, delivered to Piedmont’s board on May 9, 2024, to the effect that, as of that date, the exchange ratio under the terms of the merger agreement was fair, from a financial point of view, to holders of Piedmont common stock;

 

•

the board’s knowledge of the current environment in the financial services industry, including national, regional and local economic conditions, continued industry consolidation, increased regulatory burdens, evolving trends in technology and increasing nationwide and global competition, the current financial market conditions, the current environment for community banks, particularly in Georgia, and the likely effects of these factors on Piedmont’s and the combined company’s potential growth, development, productivity, profitability and strategic options, and the historical prices of Piedmont and United Bankshares common shares;

 

•

the board’s knowledge of Piedmont’s prospects as an independent entity, including challenges relating to increasing regulatory burdens and both the costs associated with them and their impact on Piedmont’s financial results, increasing overhead expenses, such as technology costs to mitigate cybersecurity threats, vulnerabilities and evolving threats to physical and information security in the financial services industry, the increasing need to create additional efficiencies in the current and prolonged interest rate environment, and business continuity issues;

 

•

the board’s knowledge of the strategic alternatives available to Piedmont, including the challenges for organic growth by a financial institution of Piedmont’s size; and

 

•

the board’s belief that the merger is more favorable to Piedmont’s shareholders than the alternatives to the merger, which belief was formed based on the careful review undertaken by Piedmont’s board of directors, with the assistance of its management and outside legal and financial advisors.

 

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Piedmont’s board also considered potential risks and a variety of potential negative factors in connection with its deliberations concerning the merger agreement and the merger, including the following material factors (not in any relative order of importance):

 

•

the fact that, while Piedmont expects that the merger will be consummated, there can be no assurance that all conditions to the parties’ obligations to complete the merger agreement will be satisfied, including the risk that certain regulatory approvals, the receipt of which are conditions to the consummation of the merger, might not be obtained, and, as a result, the merger may not be consummated;

 

•

the restrictions on the conduct of Piedmont’s business prior to the completion of the merger, which are customary for merger agreements involving financial institutions, but which, subject to specific exceptions, could delay or prevent Piedmont from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Piedmont absent the pending completion of the merger;

 

•

the significant risks and costs involved in connection with entering into or completing the merger, or failing to complete the merger in a timely manner, or at all, including as a result of any failure to obtain required regulatory approvals or approval of Piedmont shareholders, such as the risks and costs relating to diversion of management and employee attention from other strategic opportunities and operational matters, potential employee attrition, and the potential effect on business and customer relationships;

 

•

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating Piedmont’s business, operations and workforce with those of United Bankshares and the risk of not realizing all of the anticipated benefits of the merger or not realizing them in the expected timeframe;

 

•

fluctuations in the trading price of United Bankshares common stock that, because the exchange ratio is fixed, will change the value of the shares of United Bankshares common stock that Piedmont shareholders receive in the merger;

 

•

the fact that Piedmont would be prohibited from soliciting acquisition proposals after execution of the merger agreement, and the possibility that the $10,690,000 termination fee payable by Piedmont upon the termination of the merger agreement under certain circumstances could discourage other potential acquirers from making a competing bid to acquire Piedmont;

 

•

the fact that some of Piedmont’s directors and executive officers have other interests in the merger that are different from, or in addition to, their interests as Piedmont shareholders; and

 

•

the possibility of litigation in connection with the merger.

Based on the factors described above, Piedmont’s board of directors unanimously determined that the merger agreement and the transactions contemplated thereby are fair and in the best interest of Piedmont and its shareholders. Accordingly, Piedmont’s board of directors adopted and approved the merger agreement and unanimously recommends that Piedmont’s shareholders vote “FOR” the Merger Proposal.

The foregoing discussion of the information and factors considered by the Piedmont board of directors is not intended to be exhaustive but includes the material factors considered by the Piedmont board of directors. In view of the wide variety of factors considered in connection with its evaluation of the merger and the complexity of these matters, the Piedmont board of directors did not find it useful, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, the individual members of the Piedmont board of directors may have given different weight to different factors. The Piedmont board of directors conducted an overall analysis of the factors described above including through discussions with, and questioning of, Piedmont’s management and Piedmont’s legal and financial advisors, and considered the factors overall to be favorable to, and to support, its determination to adopt the merger agreement and recommend its approval to Piedmont’s shareholders.

 

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United Bankshares’ Reasons for the Merger

The United Bankshares board of directors considers the strategic direction of United Bankshares, including an evaluation of strategic growth opportunities, on a regular basis. This consideration includes periodic discussions with United Bankshares management with respect to business combination opportunities. In its evaluation of potential acquisition targets, the United Bankshares board of directors considers numerous factors, including among other things the strength of the fit between the target and United Bankshares’ existing business, the accretive or dilutive impact of the acquisition on United Bankshares’ earnings per share and other measures of profitability, the projected strength of the combined enterprise, the expected pro forma effects of the transaction on the balance sheet of the combined enterprise, and the impacts of the transaction on United Bankshares shareholders, employees, customers and other stakeholders.

In reaching its decision to adopt and approve the merger agreement, the merger, the issuance of United Bankshares common stock in connection with the merger and the other transactions contemplated by the merger agreement, the United Bankshares board of directors evaluated the merger agreement, the merger, the issuance of United Bankshares common stock and the other transactions in consultation with United Bankshares management, as well as United Bankshares’ financial and legal advisors, and considered a number of factors, including the following material factors:

 

•

United Bankshares’, Piedmont’s and the combined entity’s business, operations, financial condition, risk profile, asset quality, earnings and prospects. In reviewing these factors, the United Bankshares board of directors considered its view that Piedmont’s business and operations complement those of United Bankshares and that the merger would result in a combined company with a more diversified revenue stream and an attractive funding base;

 

•

The combined entity will be a premier regional bank operating throughout the most attractive markets in the Mid-Atlantic and Southeast;

 

•

The high growth market in and around Atlanta, Georgia in which Piedmont Bank has branches;

 

•

Piedmont’s familiarity with the Georgia markets;

 

•

The board’s understanding of the current and prospective environment in which United Bankshares and Piedmont operate, including national and local economic conditions, the competitive environment for financial institutions generally and the likely effect of these factors on United Bankshares both with and without the proposed transaction;

 

•

Management’s expectation regarding cost synergies, accretion, tangible book value dilution and internal rate of return;

 

•

Its review and discussions with United Bankshares management concerning the due diligence examination of Piedmont;

 

•

Sensitivity of the proposed transaction’s economic returns to a variety of factors, including changes to the amount of cost synergies, Piedmont’s pro forma earnings, Piedmont’s rates of growth and estimated mark-to-market of the associated loan portfolio;

 

•

The market for alternative merger or acquisition transactions in the banking industry and the likelihood and timing of other material strategic transactions;

 

•

The complementary nature of the cultures and product mix of the two companies that management believes should facilitate integration and implementation of the transaction;

 

•

Management’s expectation that the strong capital position maintained by each separate company prior to the completion of the merger will contribute to a strong capital position for the combined entity upon completion of the merger;

 

•

The opinion, dated May 9, 2024, of Raymond James to the United Bankshares board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to United Bankshares of the exchange ratio in the proposed merger;

 

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•

The terms of the merger agreement, including the fixed exchange ratio, tax treatment and mutual deal protection and termination fee provisions, which it reviewed with its outside legal and financial advisors;

 

•

The potential risks associated with and management’s recent experience in achieving anticipated cost synergies and savings and successfully integrating Piedmont’s business, operations and workforce with those of Piedmont;

 

•

The nature and amount of payments to be received by Piedmont management in connection with the merger and the merger-related costs and restructuring charges that will be incurred in connection with the merger;

 

•

The potential risk of diverting management attention and resources from the operation of United Bankshares’ business and towards the completion of the merger; and

 

•

The regulatory and other approvals required in connection with the merger.

The foregoing discussion of the information and factors considered by the United Bankshares board of directors is not intended to be exhaustive, but includes the material factors considered by the United Bankshares board of directors. In reaching its decision to approve the merger agreement, the merger, the issuance of United Bankshares common stock to Piedmont shareholders in connection with the merger, and the other transactions contemplated by the merger agreement, the United Bankshares board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The United Bankshares board of directors considered all these factors as a whole, including discussions with, and questioning of, United Bankshares management and United Bankshares’ financial and legal advisors, and overall considered the factors to be favorable to, and to support, its determination.

Opinion of Piedmont’s Financial Advisor

Piedmont engaged Burke Stelling on March 29, 2024 to assist in the evaluation of various strategic alternatives, including the possibility of a merger with, or sale to, another financial institution. Burke Stelling is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger and is familiar with Piedmont and its operations. As part of its investment banking business, Burke Stelling is continually engaged in the valuation of businesses in connection with, among other things, mergers and acquisitions.

Burke Stelling delivered a written opinion to the board of directors of Piedmont that, as of May 9, 2024, based upon and subject to certain matters stated in the opinion, the exchange ratio in connection with the merger is fair to the holders of Piedmont common stock from a financial point of view. The opinion of Burke Stelling is not a recommendation to any Piedmont shareholder as to how to vote on the proposed merger. Interested parties should read this opinion completely to understand the procedures followed, matters considered and limitations and qualifications on the reviews undertaken by Burke Stelling in providing its opinion. Burke Stelling did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of Piedmont, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Burke Stelling’s opinion was approved by its internal committee.

Interested parties are urged to read Burke Stelling’s fairness opinion in its entirety for a description of the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Burke Stelling. The summary of the opinion of Burke Stelling set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Burke Stelling’s opinion is directed to Piedmont’s board of directors and addresses only the fairness, from a financial point of view, of the exchange ratio in connection with the merger to Piedmont’s shareholders. It does not address the underlying business decision to proceed with the merger and does not constitute a recommendation to any of the shareholders as to how such shareholder should vote on the merger or any related matter.

 

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During the course of its engagement, and as a basis for arriving at its opinion, Burke Stelling reviewed and analyzed material bearing upon the financial and operating conditions of Piedmont and United Bankshares and material prepared in connection with the merger, including, among other things, the following:

 

•

a draft copy of the merger agreement dated as of May 8, 2024;

 

•

certain historical annual reports of each of Piedmont and United Bankshares, including audited annual reports for Piedmont and the United Bankshares 10-K for the year ending December 31, 2023;

 

•

certain publicly available financial statements and other historical financial information of Piedmont and United Bankshares that Burke Stelling deemed relevant;

 

•

certain unaudited financial statements for Piedmont and United Bankshares for the period ending March 31, 2024;

 

•

certain internal financial projections for Piedmont for the years ending December 31, 2024 through December 31, 2028, as well as estimated dividends per share for Piedmont for the years ending December 31, 2024 through December 31, 2028, as provided by the management of Piedmont;

 

•

publicly available analyst financial estimates for United Bankshares for the years ending December 31, 2024 and December 31, 2025;

 

•

internal financial statements and other financial and operating data concerning Piedmont, including, without limitation, internal financial analyses and forecasts prepared by management of Piedmont;

 

•

discussions with senior management of Piedmont and United Bankshares regarding recent developments and regulatory matters;

 

•

the terms of recent merger, acquisition and control investment transactions, to the extent publicly available, involving financial institutions and financial institution holding companies that Burke Stelling considered relevant;

 

•

the trading values of certain publicly traded financial institutions and financial institution holding companies that Burke Stelling considered relevant;

 

•

the general economic, market and financial conditions; and

 

•

such other information, financial studies, analyses and investigations and financial, economic and market criteria as Burke Stelling considered relevant.

Burke Stelling had discussions with members of senior management of Piedmont for purposes of reviewing the business, financial condition, results of operations and future prospects of Piedmont, as well as the past and current operations of Piedmont, Piedmont’s historical financial performance, and Piedmont’s outlook and future prospects. Burke Stelling discussed with management of Piedmont its assessment of the rationale for the merger. Burke Stelling performed such other analyses and considered such other factors as Burke Stelling deemed appropriate and took into account its experience in other transactions, as well as its knowledge of the banking and financial services industry and its general experience in securities valuations.

In rendering its opinion, Burke Stelling assumed, without independent verification, the accuracy and completeness of the financial and other information and representations contained in the materials provided to it by Piedmont and United Bankshares and in the discussions it had with the management of Piedmont and United Bankshares. Burke Stelling did not assume any responsibility to verify such information independently.

Burke Stelling is not an expert in the evaluation of loan and lease portfolios for the purpose of assessing the adequacy of the allowances for loan losses with respect thereto. Burke Stelling was not requested to make, and did not conduct, an independent evaluation, physical inspection or appraisal of the assets, properties, facilities or liabilities (contingent or otherwise) of Piedmont or United Bankshares, the collateral securing any such assets or liabilities, or the collectability of any such assets, nor did Burke Stelling review any loan or credit files of Piedmont or United Bankshares.

 

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Burke Stelling assumed that the merger will be consummated substantially in accordance with the terms set forth in the merger agreement, without any waiver of material terms or conditions by Piedmont or any other party to the merger agreement, and that the final merger agreement would not differ materially from the draft Burke Stelling reviewed. Burke Stelling assumed that the merger is, and will be, in compliance with all laws and regulations that are applicable to Piedmont and United Bankshares. Piedmont has advised us that there are no factors that would impede any necessary regulatory or governmental approval of the merger. Burke Stelling further assumed that, in the course of obtaining the necessary regulatory and government approvals, no restriction will be imposed on Piedmont or on United Bankshares that would have a material adverse effect on the contemplated benefits of the merger. Burke Stelling also assumed that no changes in applicable law or regulation will occur that will cause a material adverse change in the prospects or operations of the institutions after the merger.

In performing its analyses, Burke Stelling made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Burke Stelling, Piedmont and United Bankshares. Burke Stelling’s opinion was necessarily based on financial, economic, market, and other conditions and circumstances as they existed on, and on the information made available to Burke Stelling as of, the dates used in its opinion. Burke Stelling has no obligation to update or reaffirm its opinion at any time. Any estimates contained in the analyses performed by Burke Stelling are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities may be sold or the prices at which any securities may trade at any time in the future. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. Burke Stelling’s opinion does not address the relative merits of the merger as compared to any other business combination in which Piedmont might engage. In addition, Burke Stelling’s fairness opinion was among several factors taken into consideration by Piedmont’s board of directors in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as solely determinative of the decision of Piedmont’s board of directors or Piedmont’s management with respect to the fairness of the exchange ratio, or any consideration to be received, in connection with the merger.

The following is a summary of the material analyses prepared by Burke Stelling and delivered to Piedmont’s board of directors on May 9, 2024 in connection with the fairness opinion. This summary is not a complete description of the analyses underlying the fairness opinion or the presentation prepared by Burke Stelling, but it summarizes the material analyses performed and presented in connection with such opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, Burke Stelling did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. The financial analyses summarized below include the information presented in tabular format. The analyses and the summary of the analyses must be considered as a whole and selecting portions of the analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying the analyses and opinion of Burke Stelling. The tables alone are not a complete description of the financial analyses.

Summary of Proposed merger Consideration and Implied Transaction Metrics. Pursuant to the terms of the merger agreement, upon the effective date of the merger, United Bankshares will pay or deliver or cause to be paid or delivered 0.300 shares of United Bankshares common stock for each share of Piedmont common stock, which we refer to as the exchange ratio. Based on the United Bankshares closing price of $33.92 on May 7, 2024, and assuming 25,855,047 Piedmont common stock (including restricted stock units and restricted shares), 658,487 Piedmont warrants at a weighted average strike price of $3.95, and 23,300 Piedmont options at a

 

43

weighted average strike price of $4.44, the aggregate merger consideration equates to $267.3 million, or $10.18 per share of Piedmont common stock, which we refer to as the merger consideration. The other terms and conditions of the merger are more fully set forth in the merger agreement. Based upon financial information for Piedmont as of March 31, 2024 and the closing price of United Bankshares common stock on May 7, 2024, Burke Stelling calculated the following implied transaction multiples.

 

		Transaction Multiples
Transaction Price / LTM Earnings			10.0x
Transaction Price / NTM Earnings (estimated)			9.1x
Transaction Price / Tangible Book Value			1.49x
Pay-to-Trade			94	%

Precedent Transactions Analysis. As part of its analysis, Burke Stelling reviewed publicly available information related to two comparable groups of select acquisition transactions of banks. The groups consisted of acquisition transactions announced since March 1, 2023 of banks headquartered in the Southeast and U.S. (“Southeast Precedent Transactions Group” and “United States Precedent Transactions Group”, respectively), with total assets between $500 million and $5 billion, LTM ROAA greater than 0.75%, and non-performing assets / total assets less than 1.00%. The groups of transactions excluded acquisitions where pricing information was not disclosed. Information for the target institutions was based on the last 12 months starting with the most recent quarter prior to the announcement of the transaction.

The Southeast Precedent Transactions Group was composed of the following transactions:

 

Southeast Precedent Transactions Group
Acquirer		Target
First Financial Corporation		Simply Bank
Old National Bancorp		CapStar Financial Holdings, Inc.
Burke & Herbert Financial Services Corp.		Summit Financial Group, Inc.
Atlantic Union Bankshares Corporation		American National Bankshares Inc.

The United States Precedent Transactions Group was composed of the following transactions:

 

United States Precedent Transactions Group
Acquirer		Target
Wintrust Financial Corporation		Macatawa Bank Corporation
Southern California Bancorp		California BanCorp
Orrstown Financial Services, Inc.		Codorus Valley Bancorp, Inc.
First Financial Corporation		Simply Bank
Old National Bancorp		CapStar Financial Holdings, Inc.
Central Valley Community Bancorp		Community West Bancshares
Peoples Financial Services Corp.		FNCB Bancorp, Inc.
Burke & Herbert Financial Services Corp.		Summit Financial Group, Inc.
Glacier Bancorp, Inc.		Community Financial Group, Inc. (Spokane, WA)
Atlantic Union Bankshares Corporation		American National Bankshares Inc.
CCFNB Bancorp, Inc.		Muncy Bank Financial, Inc.
First Mid Bancshares, Inc.		Blackhawk Bancorp, Inc.

For each precedent transaction, Burke Stelling derived and compared the implied ratio of deal value to certain financial characteristics as follows:

 

•

the multiple of the purchase consideration to the acquired company’s tangible book value (the “Price / TBV”);

 

44

•

the multiple of the purchase consideration to the acquired company’s last twelve months net income (the “Price / LTM Earnings”);

 

•

the Price / TBV multiple announced in the transaction divided by the buyer’s Price / TBV multiple at the time of announcement (the “Pay-to-Trade”).

The results of the analysis are set forth in the tables below. Transaction multiples for the merger were derived from an aggregate consideration of $267.3 million or $10.18⁽¹⁾ per share of Piedmont common stock.

 

Southeast Precedent Transactions Group
		United / Piedmont				Lower Quartile				Median				Mean				Upper Quartile
Deal Value ($M)		$	267.3			$	257.6			$	345.3			$	302.0			$	389.6
Deal Value / LTM Earnings (x)			10.0	x			8.5	x			9.3	x			9.7	x			10.4	x
Deal Value / Tangible Book Value (x)			1.49	x			1.13	x			1.24	x			1.35	x			1.46	x
Pay-to-Trade (%)			94	%			84	%			90	%			91	%			98	%

 

United States Precedent Transactions Group
		United / Piedmont				Lower Quartile				Median				Mean				Upper Quartile
Deal Value ($M)		$	267.3			$	87.9			$	168.0			$	218.1			$	332.2
Deal Value / LTM Earnings (x)			10.0	x			8.0	x			9.3	x			9.6	x			10.9	x
Deal Value / Tangible Book Value (x)			1.49	x			1.13	x			1.22	x			1.31	x			1.46	x
Pay-to-Trade (%)			94	%			86	%			95	%			97	%			110	%

 

(1)	Assumes 26,271,164 fully diluted shares using the treasury method and a $33.92 per share value of United Bankshares (closing price as of May 7, 2024).

Using publicly available information, Burke Stelling compared the financial performance of Piedmont with the financial performance of the sellers of the precedent transactions. The performance highlights are based on the last 12 months prior to the announcement of the deal. For Piedmont, this represents the quarter end information as of March 31, 2024.

 

Southeast Precedent Transactions Group
		Piedmont				Lower Quartile				Median				Mean				Upper Quartile
Assets ($000s)		$	2,080,195			$	2,510,327			$	3,188,852			$	2,907,948			$	3,586,473
LTM ROAA (%)			1.35	%			1.08	%			1.18	%			1.21	%			1.31	%
LTM ROATCE (%)			16.0	%			13.3	%			16.0	%			15.3	%			18.0	%
TE / TA (%)			8.7	%			7.8	%			7.9	%			8.2	%			8.3	%
NPAs / Assets (%)			0.00	%			0.16	%			0.27	%			0.35	%			0.46	%

 

United States Precedent Transactions Group
		Piedmont				Lower Quartile				Median				Mean				Upper Quartile
Assets ($000s)		$	2,080,195			$	1,037,014			$	1,923,889			$	2,011,911			$	2,739,470
LTM ROAA (%)			1.35	%			1.00	%			1.07	%			1.13	%			1.26	%
LTM ROATCE (%)			16.0	%			11.6	%			14.0	%			14.3	%			15.9	%
TE / TA (%)			8.7	%			7.3	%			7.9	%			8.1	%			9.4	%
NPAs / Assets (%)			0.00	%			0.08	%			0.21	%			0.24	%			0.35	%

No company or transaction used as comparison in the above transaction analyses is identical to Piedmont or United Bankshares, and no transaction was consummated on terms identical to the terms of the merger

 

45

agreement. Accordingly, an analysis of these results is not strictly mathematical. Rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics of the companies.

Publicly Traded Comparables. As part of its analysis, Burke Stelling reviewed publicly available information related to a comparable group (“Piedmont Peer Group”) of publicly traded financial institutions. The Piedmont Peer Group consisted of publicly traded banks listed on the NYSE or NASDAQ headquartered in the states of Alabama, Arkansas, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Virginia, and West Virginia with total assets between $500 million and $5 billion, LTM ROAA greater than 0.75%, non-performing assets / total assets less than 1.00%, and excluded announced merger targets. The information for the comparable institutions was based on the last 12 months starting with the most recent quarter reported. The Piedmont Peer Group consisted of the following companies:

Piedmont Peer Group:

 

HomeTrust Bancshares, Inc.		MainStreet Banchsares, Inc.
Capital City Bank Group, Inc.		National Bankshares, Inc.
MetroCity Bankshares, Inc.		Peoples Bancorp of North Carolina, Inc.
First Community Bankshares, Inc.		Virginia National Bankshares Corporation
Southern States Bancshares, Inc.		First US Bancshares, Inc.
C&F Financial Corporation		Bank of the James Financial Group, Inc.

For each comparable company, Burke Stelling derived and compared the implied trading value to certain financial characteristics as follows:

 

•

the multiple of the trading value to the company’s tangible book value per share (the “Price / TBV”); and

 

•

the multiple of the trading value to the company’s last twelve months net income per share (the “Price / LTM Earnings”).

The results of the analysis are set forth in the table below. Transaction multiples for the merger were derived from an aggregate consideration of $267.3 million or $10.18⁽¹⁾ per share of Piedmont common stock.

 

Piedmont Peer Group

Piedmont

Lower Quartile

Median

Mean

Upper Quartile

Price / TBV

1.49x

0.86x

1.15x

1.15x

1.33x

Price / LTM Earnings

10.0x

7.2x

8.6x

9.2x

10.3x

 

(1)	Assumes 26,271,164 fully diluted shares using the treasury method and a $33.92 per share valuation of United Bankshares (closing price as of May 7, 2024).

Using publicly available information, Burke Stelling compared the financial performance of Piedmont with the financial performance of the comparable companies. The performance highlights are based on the last twelve months starting with the quarter end information as of March 31, 2024.

 

Piedmont Peer Group
		Piedmont					Lower  Quartile					Median					Mean					Upper Quartile
Assets ($000s)			$	2,080,195				$	1,657,044				$	2,269,883				$	2,492,631				$	3,338,791
Market Cap ($M)			$	267.3	(2)			$	136.4				$	167.0				$	275.7				$	466.6
LTM ROAA				1.35	%				0.91	%				1.09	%				1.12	%				1.35	%
LTM ROATCE				16.0	%				11.5	%				13.9	%				14.1	%				14.9	%
TCE / TA				8.7	%				7.9	%				8.4	%				8.5	%				9.1	%
NPAs / Assets				0.00	%				0.12	%				0.16	%				0.26	%				0.36	%

 

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(2)	Piedmont market cap based on the aggregate merger consideration and May 7, 2024 United Bankshares pricing.

No company used as comparison in the above public comparables analyses is identical to Piedmont. Accordingly, an analysis of these results is not strictly mathematical. Rather, it involves complex considerations and judgments concerning differences in the financial and operating characteristics of the companies.

Burke Stelling reviewed publicly available information to perform a similar analysis for United Bankshares by comparing selected financial information for United Bankshares with a group of publicly traded comparable financial institutions (“United Bankshares Peer Group”). The United Bankshares Peer Group consisted of publicly traded banks listed on the NYSE or NASDAQ with total assets between $15 billion and $50 billion and excluded targets of announced mergers. The information for the comparable institutions was based on the last twelve months starting with the most recent quarter reported. The United Bankshares Peer Group consisted of the following companies:

United Bankshares Peer Group:

 

Pinnacle Financial Partners, Inc.		Ameris Bancorp
Cadence Bank		Home Bancshares, Inc.
SouthState Corporation		Atlantic Union Bankshares Corporation
Bank OZK		Trustmark Corporation
Hancock Whitney Corporation		WesBanco, Inc.
BankUnited, Inc.		Renasant Corporation
Simmons First National Corporation		TowneBank
United Community Banks, Inc.		ServisFirst Bancshares, Inc.

For each comparable company, Burke Stelling derived and compared the implied trading value to certain financial characteristics as follows:

 

•

the multiple of the trading value to the company’s tangible book value per share (the “Price / TBV”); and

 

•

the multiple of the trading value to the company’s last twelve months net income per share (the “Price / LTM Earnings”).

The results of the analysis are set forth in the table below. Pricing multiples for United Bankshares were derived using United Bankshares’ May 7, 2024 closing price.

 

United Peer Group

United

Lower Quartile

Peer Group Median

Peer Group Mean

Upper Quartile

Price / TBV

1.58x

1.32x

1.44x

1.50x

1.64x

Price / LTM Earnings

12.9x

11.9x

12.7x

12.9x

13.9x

Using publicly available information, Burke Stelling compared the financial performance of United Bankshares with the financial performance of the comparable companies. The performance highlights are based on the last twelve months starting with the quarter end information as of March 31, 2024.

 

United Peer Group
		United				Lower Quartile				Peer Group Median				Peer Group Mean				Upper Quartile
Assets ($000s)		$	30,028,798			$	18,225,643			$	26,510,167			$	28,715,180			$	35,442,815
Market Cap ($M)		$	4,574.4			$	2,089.8			$	3,269.7			$	3,559.1			$	5,043.6
LTM ROAA			1.21	%			0.83	%			1.04	%			1.06	%			1.17	%
LTM ROATCE			12.7	%			11.7	%			14.0	%			13.6	%			15.2	%
TCE / TA			10.3	%			7.6	%			8.1	%			8.5	%			9.1	%
NPAs / Assets			0.22	%			0.22	%			0.29	%			0.31	%			0.40	%

 

47

Discounted Cash Flows Analysis. Burke Stelling performed a discounted cash flow analysis that estimated the net present value of Piedmont common stock assuming Piedmont performed in accordance with certain internal financial projections for the years ending December 31, 2024 through December 31, 2027. To derive the terminal value of a share of Piedmont common stock as of December 31, 2027, Burke Stelling applied price to tangible book multiples ranging from 1.10x to 1.30x (determined using long-term peer trading averages). The terminal values were then discounted to present values using discount rates ranging from 12.0% to 14.0%. As shown in the below table, the analysis indicated an implied range of values per share of Piedmont common stock ranging from $8.22 to $10.21 when applying different multiples of tangible book value and discount rates.

 

Piedmont Implied Net Present Value per Share
		Tangible Book Value per Share Multiples
Discount Rate		1.10x				1.20x				1.30x
12.0%		$	8.77			$	9.49			$	10.21
13.0%		$	8.49			$	9.19			$	9.88
14.0%		$	8.22			$	8.90			$	9.57

Burke Stelling also performed a discounted cash flow analysis for United Bankshares that estimated the net present value of United Bankshares common stock assuming United Bankshares performed in accordance with certain publicly available analyst financial estimates for the years ending December 31,2024 and December 31, 2025 and with a growth rate of 5% thereafter for the years ending December 31, 2026 and December 31, 2027. To derive the terminal value of a share of United Bankshares common stock as of December 31, 2027, Burke Stelling applied price to tangible book multiples ranging from 1.67x to 1.87x (determined using long-term peer trading averages). The terminal values were then discounted to present values using discount rates ranging from 9.5% to 11.5%. As shown in the below table, the analysis indicated an implied range of values per share of United common stock ranging from $35.52 to $41.86 when applying different multiples of tangible book value and discount rates.

 

United Implied Net Present Value per Share
		Tangible Book Value per Share Multiples
Discount Rate		1.67x				1.77x				1.87x
9.5%		$	37.89			$	39.88			$	41.86
10.5%		$	36.68			$	38.60			$	40.52
11.5%		$	35.52			$	37.38			$	39.23

Merger Model Analysis. Burke Stelling conducted a merger model analysis to assess the pro forma impact of the transaction to the combined company. The analysis made assumptions on various aspects relevant to the financial position of Piedmont and United Bankshares, including the deal costs associated with the transaction, cost savings, and purchase accounting adjustments, among other considerations and assumed for modeling purposes that the deal would close December 31, 2024. The analysis indicated that the transaction would be accretive to United Bankshares’ earnings per share (excluding one-time transaction costs and expenses) in each of the years ending December 31, 2025, December 31, 2026, and December 31, 2027, dilutive to United Bankshares’ tangible book value per share at the closing, and accretive to United Bankshares’ tangible book value less than three years following closing.

Burke Stelling’s Relationship. Piedmont engaged Burke Stelling to act as financial advisor to the board of directors of Piedmont in connection with the merger. For services rendered in connection with the delivery of its opinion, Piedmont paid Burke Stelling a fee of $350,000 upon the execution of the merger agreement, to be credited against the transaction fee described below. Piedmont will also pay Burke Stelling a transaction fee for advisory services in connection with the merger equal to 0.75% of the value of the total consideration received by Piedmont shareholders, warrants holders, and options holders (including any obligations of the holding

 

48

company assumed or paid in conjunction with a transaction), which is contingent upon the closing of the merger. Pursuant to the engagement agreement, in addition to its fees and regardless of whether the merger is consummated, Piedmont has agreed to indemnify Burke Stelling against certain claims, losses, and expenses arising out of the merger or Burke Stelling’s engagement and reimburse Burke Stelling for its out-of-pocket expenses. In the two years preceding the date of this opinion, Burke Stelling has been engaged with, and received fees from, Piedmont in the provision of other investment banking services. In February 2023, Piedmont purchased a 30% ownership stake in Walton Funding, LLC. Burke Stelling acted as the advisor to Walton Funding on the deal. The principals of Burke Stelling have a 6% ownership stake in Walton Funding. Burke Stelling has not received any compensation from United Bankshares in the last two years. Burke Stelling has not served as financial advisor to any other party in the transaction.

Conclusion. Based upon the foregoing analyses and other investigations and assumptions set forth in its opinion, without giving specific weightings to any one factor or comparison, Burke Stelling determined that the exchange ratio in connection with the merger is fair from a financial point of view to Piedmont’s shareholders.

Each shareholder is encouraged to read Burke Stelling’s fairness opinion in its entirety.

Certain Unaudited Prospective Financial Information

United Bankshares and Piedmont do not as a matter of course make public projections as to future performance, revenues, earnings or other financial results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates. However, United Bankshares and Piedmont are including in this prospectus and proxy statement certain unaudited prospective financial information that each of United Bankshares and Piedmont made available to the other party in connection with the other party’s evaluation of the merger and to Burke Stelling, in its capacity as Piedmont’s financial advisor. The inclusion of this information should not be regarded as an indication that any of United Bankshares, Piedmont, Burke Stelling, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results or that it should be construed as financial guidance, and it should not be relied on as such.

The following unaudited financial information was prepared solely for internal use and is subjective in many respects. The unaudited prospective financial information reflects numerous estimates and assumptions made with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to United Bankshares’ and Piedmont’s respective businesses, all of which are difficult to predict and many of which are beyond United Bankshares’ and Piedmont’s control. The unaudited prospective financial information reflects both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Neither United Bankshares nor Piedmont can give any assurance that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. In addition, since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to United Bankshares’ and Piedmont’s respective businesses, industry performance, general business and economic conditions, customer requirements, competition and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, please see the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” beginning on page 23 and page 14, respectively, of this prospectus and proxy statement and in United Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the other reports filed by United Bankshares with the SEC.

The unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with U. S. generally accepted accounting principles, or GAAP,

 

49

published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in United Bankshares’ or Piedmont’s historical GAAP financial statements. Neither United Bankshares’ nor Piedmont’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The independent registered public accountant reports included in this prospectus and proxy statement relate to historical financial information of United Bankshares. They do not extend to the unaudited prospective financial information and should not be read to do so.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. Neither United Bankshares nor Piedmont can give any assurance that, had the unaudited prospective financial information been prepared as of the date of this prospectus and proxy statement, similar estimates and assumptions would be used. United Bankshares and Piedmont each do not intend to, and disclaim any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects on either United Bankshares or Piedmont, as applicable, of the merger and does not attempt to predict or suggest future results of the combined company. The unaudited prospective financial information of Piedmont and United Bankshares does not give effect to the impact of negotiating or executing the merger agreement, the expenses that may be incurred in connection with consummating the merger, the potential synergies that may be achieved by the combined company as a result of the merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect on either United Bankshares or Piedmont, as applicable, of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the merger. Further, the unaudited prospective financial information does not take into account the effect on either United Bankshares or Piedmont, as applicable, of any possible failure of the merger to occur. None of United Bankshares, Piedmont, Burke Stelling or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of United Bankshares or Piedmont or other person regarding United Bankshares’ or Piedmont’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the projected results will be achieved.

The inclusion of the unaudited prospective financial information herein should not be deemed an admission or representation by United Bankshares or Piedmont that such information is viewed as material information of United Bankshares or Piedmont, respectively, particularly in light of the inherent risks and uncertainties associated with such information.

In light of the foregoing, and considering that the annual meeting will be held several months after the unaudited prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Piedmont shareholders are cautioned not to place unwarranted reliance on such information, and all Piedmont shareholders are urged to review United Bankshares’ most recent SEC filings for a description of United Bankshares’ reported financial results. See “Where You Can Find More Information” on page 95 of this prospectus and proxy statement.

Certain Unaudited Prospective Financial Information of Piedmont

For purposes of Burke Stelling’s discounted cash flow analysis on Piedmont performed in connection with its opinion, Burke Stelling used certain internal financial projections for Piedmont for the years ending

 

50

December 31, 2024 through December 31, 2027, as provided by the senior management of Piedmont. The following table summarizes this unaudited prospective financial information used by Burke Stelling for its Piedmont discounted cash flow analysis:

 

		For the Years Ended December 31,
		2024				2025				2026				2027
Net Income ($000s)		$	28,741			$	31,301			$	35,508			$	40,061
Earnings per Share ($)		$	1.11			$	1.21			$	1.37			$	1.54
Dividends per Share ($)		$	0.24			$	0.26			$	0.28			$	0.30

Certain Unaudited Prospective Pro Forma Financial Information

The following unaudited pro forma financial information reflecting the effect of the merger was used by United Bankshares for its merger model analysis and was provided by United Bankshares senior management to Piedmont. This information was reviewed by Piedmont and used by Burke Stelling for its merger model analysis.

 

•

Cost savings equal to 25% of Piedmont’s projected non-interest expense;

 

•

Approximately $27.6 million in one-time pre-tax merger costs; and

 

•

8.0% gross loan mark ($145.4 million) on Piedmont’s loan portfolio at close, consisting of the following;

 

•

$63.6 million, or 3.5% interest rate mark down on loans (accreted into earnings over 4 years);

 

•

$54.5 million, or 3.0% gross loan credit mark at close:

 

•

$27.3 million, or 50% allocated to purchase credit deteriorated (PCD) loans;

 

•

$27.3 million, or 50% allocated to non-PCD loans (accreted into earnings over 4 years);

 

•

$27.3 million for CECL Day 2 Provision for non-PCD loans; and

 

•

Core deposit intangible of 3.5% of Piedmont’s core deposits, amortized over 10 years using the sum-of-years digits method.

Public Trading Markets

United Bankshares common stock trades on Nasdaq under the symbol “UBSI.” Piedmont common stock is not listed on any stock exchange or quoted on any interdealer quotation system. Before the effective time of the merger, United Bankshares has agreed to use its reasonable best efforts to cause the shares of United Bankshares common stock to be issued in the merger to be approved for listing on NASDAQ. The listing of the shares of United Bankshares common stock is also a condition to the consummation of the merger.

Dissenters’ Rights

If the merger is consummated, holders of record of Piedmont common stock who follow the procedures specified by Title 14, Chapter 2, Article 13 of the Georgia Business Corporations Code (referred to herein as the GBCC) will be entitled to determination and payment in cash of the “fair value” of their common stock (as determined immediately before the effective time of the merger), plus accrued interest from the effective date of the merger until the date of payment. Piedmont shareholders who elect to follow these procedures are referred to as dissenting shareholders.

A vote in favor of the merger agreement by a holder of Piedmont common stock will result in a waiver of the shareholder’s right to demand payment for his or her shares.

The following summary of the provisions of Title 14, Chapter 2, Article 13 of the GBCC is not intended to be a complete statement of such provisions, the full text of which is attached as Appendix C to this prospectus and proxy statement and is qualified in its entirety by reference thereto.

 

51

A holder of Piedmont common stock electing to exercise dissenters’ rights must deliver to Piedmont a written notice of dissent stating that he or she intends to demand payment for his or her shares if the merger is consummated. This notice must be sent before the vote is taken. The dissenting shareholder must not vote, or cause or permit to be voted, any of his or her shares in favor of the proposed transaction or, if action is taken by written consent of the shareholders, must not sign a consent in favor of or otherwise approve the proposed transaction. If the dissenting shareholder fails to comply with these requirements, he or she will not be entitled to dissenters’ rights. The “fair value” of the shares as defined above is determined using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the merger and without discounting for lack of marketability or minority status. It should be noted that investment banker opinions as to the fairness from a financial point of view of the consideration payable in a transaction such as the proposed merger are not opinions as to, and do not address, “fair value” under the GBCC.

Within 10 days after the effective time of the merger, United Bankshares, as surviving corporation of the merger, will give written notice of the effective date of the merger by certified mail to each shareholder who filed a written notice of dissent. The notice will: (i) state where demand for payment must be sent and where and when share certificates, if any, must be deposited; (ii) inform holders of uncertified shares to what extent transfer of the shares will be restricted after the payment demand is received; (iii) set a date by which United Bankshares must receive the demand for payment, which date may not be fewer than 30 nor more than 60 days after the date the notice is delivered; and (iv) be accompanied by a copy of Title 14, Chapter 2, Article 13 of the GBCC.

Within the time period set forth in the notice, the dissenting shareholder must demand payment and deposit his or her certificates in accordance with the notice sent by United Bankshares. A record shareholder who demands payment and deposits his or her shares in accordance with the notice retains all other rights of a shareholder until such rights are canceled or modified by the consummation of the merger. A record shareholder who does not demand payment or deposit his or her share certificates where required, each by the date set in the notice, is not entitled to payment for his or her shares under the GBCC.

Within 10 days of the later of the date the consummation of the merger or receipt of a payment demand, United Bankshares shall by notice to each dissenter from whom a payment demand was properly received, offer to pay to such dissenter the amount United Bankshares estimates to be the fair value of his or her shares, plus accrued interest. The offer of payment must be accompanied by: (i) United Bankshares’ balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders’ equity for that year, and the latest available interim financial statements, if any; (ii) a statement of United Bankshares’ estimate of the fair value of the shares; (iii) an explanation of how the interest was calculated; (iv) a statement of the dissenter’s right to demand payment of his or her own estimate of the fair value of the shares and amount of interest due; and (v) a copy of Title 14, Chapter 2, Article 13 of the GBCC. If the shareholder accepts the offer by written notice to United Bankshares within 30 days after United Bankshares’ offer, or is deemed to have accepted such offer by failure to respond within said 30 days, payment for his or her shares shall be made within 60 days after the making of the offer or the consummation of the merger, whichever is later.

A dissenter may notify United Bankshares in writing of his or her own estimate of the fair value of his or her shares and amount of interest due, and demand payment of such estimate of the fair value of his or her shares and interest due, if: (i) the dissenter believes that the amount offered is less than the fair value of his or her shares or that the interest due is incorrectly calculated; or (ii) the United Bankshares, having failed to consummate the merger, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set for demanding payment. If a dissenter’s demand for payment of such dissenter’s estimate of fair value remains unsettled, United Bankshares must commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If United Bankshares does not commence the proceeding within the 60-day period, it must pay each dissenter whose demand remains unsettled the amount demanded. United Bankshares must make all

 

52

dissenters, whether or not residents of the State of Georgia, whose demands remain unsettled parties to the proceeding, which shall have the effect of an action quasi in rem against their shares. United Bankshares must serve a copy of the petition in the proceeding upon each dissenting shareholder who is a resident of the State of Georgia in the manner provided by law for the service of a summons and complaint, and upon each nonresident dissenting shareholder either by registered or certified mail or statutory overnight delivery or by publication, or in any other manner permitted by law. Each dissenter made a party to the proceeding is entitled to judgment for the amount which the court finds to be the fair value of his shares, plus interest to the date of judgment.

The court in an appraisal proceeding will determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court, but not including fees and expenses of attorneys and experts for the respective parties. The court will assess the costs against United Bankshares, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment of such dissenter’s own estimate of fair value. The court may also assess the fees and expenses of attorneys and experts for the respective parties, in amounts the court finds equitable: (i) against United Bankshares and in favor of any or all dissenters if the court finds United Bankshares did not substantially comply with the requirements of the GBCC with respect to dissenters’ rights; or (ii) against either United Bankshares or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by the GBCC. If the court finds that the services of attorneys for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these attorneys reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

If you are a holder of shares and you wish to seek dissenters’ rights, you are urged to review the applicable Georgia statutes attached to this prospectus and proxy statement as Appendix C.

Interests of Certain Piedmont Directors and Executive Officers in the Merger

In considering the recommendations of the Piedmont board of directors that Piedmont shareholders vote in favor of the Merger Proposal, Piedmont shareholders should be aware that Piedmont directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as shareholders of Piedmont. The Piedmont board of directors was aware of these interests and took them into account in its decision to approve and adopt the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Warrants to Acquire Piedmont Common Stock

As of the record date for the Piedmont annual meeting, certain Piedmont directors owned, in the aggregate, warrants to purchase 658,487 shares of Piedmont common stock. Under the merger agreement, at the effective time of the merger, each stock warrant to buy Piedmont common stock granted under an individual award agreement that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and shall be canceled without any action on the part of any holder or beneficiary thereof, and in consideration therefor, at the election of the holder, will either (i) receive a lump sum cash payment in consideration equal to the product of: (A) the excess, if any, of the product of (1) the volume-weighted average of the closing sales price on Nasdaq of United Bankshares common stock for the 10 full trading days ending on the second trading day immediately preceding the effective date of the merger multiplied by (2) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable), over the applicable exercise price of such Piedmont stock warrant; and (B) the number of shares of Piedmont common stock subject to such Piedmont stock warrant, or (ii) convert into a warrant to purchase shares of United Bankshares common stock, with the number of shares of United Bankshares common stock equal to the product of (A) the total number of shares of Piedmont common stock subject to the applicable Piedmont stock warrant immediately prior to the effective time of the merger multiplied by (B) the

 

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exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable, and rounded up or down, if necessary, to the nearest whole share of United Bankshares common stock), and the per-share exercise price under each such Piedmont stock warrant shall be adjusted to equal the quotient of (X) the exercise price per share of such Piedmont stock warrant at which such Piedmont stock warrant was exercisable immediately prior to the effective time of the merger divided by (Y) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable, and rounded up or down to the nearest whole cent), in either event, if necessary less any required withholding taxes. Any election by a holder of a Piedmont stock warrant must be made at least five days prior to the effective time of the merger in accordance with the procedures implemented by United Bankshares and Piedmont with respect to such election.

As of the record date for the Piedmont annual meeting, shares underlying stock warrants that will be fully vested at the effective time of the merger held by Piedmont directors were as follows: Robert Cheeley, 50,653; J. Paul Maggard, 303,917; and Monty G. Watson, 303,917, with an exercise price of $3.94845 per share.

Restricted Shares and Restricted Stock Units of Piedmont Common Stock

As of the record date for the Piedmont annual meeting, the Piedmont directors and executive officers owned, in the aggregate, 321,495 restricted shares and 128,500 restricted stock units of Piedmont common stock granted under a Piedmont equity compensation plan or individual award agreement. At the effective time of the merger, each restricted stock grant, restricted stock unit grant and any other award in respect of a share of Piedmont common stock subject to vesting, repurchase or other lapse restriction granted under the Piedmont stock plan or an individual award agreement other than a Piedmont stock option or a Piedmont stock warrant (each referred to herein as a Piedmont stock award) that is outstanding immediately prior to the effective time of the merger shall become fully vested, be cancelled and converted automatically into the right to receive the merger consideration (with any fractional share being entitled to receive cash in lieu thereof) in respect of each share of Piedmont common stock underlying such Piedmont stock award.

As of the record date for the Piedmont annual meeting, Piedmont director Kelly J. Johnson held 12,500 restricted shares, and each of the following Piedmont directors held 10,000 restricted shares: Ray Barnes, E. Ray Black, Sr., C. Lamar Black, Robert Cheeley, Paul D. Donaldson, John J. Howard, J. Paul Maggard and T. Michael Tennant.

As of the record date for the Piedmont annual meeting, Piedmont’s executive officers held the following numbers of shares of restricted stock and restricted stock units that will vest at the effective time of the merger: Monty G. Watson, Piedmont’s Chief Executive Officer, 261,579 restricted shares; Philip F. Resch, Piedmont’s Chief Financial Officer, 25,500 restricted stock units; and Christopher S. Elsevier, Piedmont’s Chief Credit Officer, 59,916 restricted shares and 10,500 restricted stock units.

Employment Agreements with Piedmont Bank

Piedmont Bank previously entered into employment agreements with Messrs. Watson, Resch and Elsevier. Each agreement is for an original term of three years, with automatic one-year renewals thereafter, unless non-renewal notice is sent not less than 60 days prior to the applicable renewal date. Each agreement provides that if a “change in control” (as defined in each agreement) of Piedmont occurs, the agreement will be extended for an additional three-year period. Each agreement also provides that upon a change in control of Piedmont, the officer will be entitled to a change in control bonus equal to a multiple of the sum of the officer’s then-current base salary and annual bonus earned for the fiscal year preceding the year in which the change in control occurs (the multiple is 1.5 in the case of Messrs. Watson and Resch and 1.0 in the case of Mr. Elsevier). Assuming the effective date of the merger occurred on December 31, 2024, the amounts of the change in control bonuses for the Piedmont executive officers are as follows: Mr. Watson, $1,998,750; Mr. Resch, $562,500; and Mr. Elsevier, $337,500.

 

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If the officer is terminated “without cause” or terminates for “good reason” (as defined in each agreement), in each case following a change in control of Piedmont the officer will receive a lump sum severance payment equal to the base salary that would have been payable to the officer for the number of months remaining in the term of the agreement (or, in the case of Resch, a severance payment equal to 18 months of base salary). In addition, if the officer elected to continue to participate in any group medical benefits to which the officer and his dependents would be entitled to under COBRA, the company will reimburse the officer for the employer-subsidized portion of the monthly premium for such benefits for a period of 18 months.

Pursuant to the bank merger, United Bank will assume all of the obligations of Piedmont Bank under the employment agreements. As described below, Messrs. Watson and Elsevier have entered into a letter agreement with United Bankshares pursuant to which they agreed to amend their employment agreements in certain respects. It is anticipated that United Bankshares will terminate Mr. Resch’s employment without cause, effective immediately following the effective time of the merger. Assuming the effective date of the merger and a qualifying termination of employment of Mr. Resch occurred on December 31, 2024, the approximate aggregate severance benefits that he would be eligible to receive is $470,000.

Letter Agreements to Amend Employment Agreements and Continue Employment with United Bankshares Following the Merger

As noted above, Messrs. Watson and Elsevier have entered into letter agreements with United Bankshares pursuant to which they agreed to amend their employment agreements in certain respects, contingent on consummation of the merger. The letter agreements confirm that the merger is a change in control for purposes of the employment agreements, and provide that any changes to the officer’s title, compensation or employment terms in connection with the merger will not constitute a “good reason” event under the employment agreements. The letter agreements amend the employment agreements to provide that upon extension of the term by a three-year period on the effective date of the merger as contemplated by the employment agreements, the term will cease to extend automatically and will expire at the end of the three-year extension period. The letter agreements specify the officer’s post-merger position and base salary with United Bankshares. All payments and benefits paid or payable to the officers in connection with the merger are subject to reduction if needed to avoid application of the excise tax under Code Section 4999.

In addition, Mr. Watson’s letter agreement provides for three retention bonuses, each in the amount of $150,000, which are payable within sixty days (but not later than March 15 of the following calendar year) after the first, second and third anniversaries of the effective date of the merger, provided Mr. Watson has remained continuously employed by United Bankshares or one of its subsidiaries through the applicable anniversary date, and that Mr. Watson has signed a release of claims. Mr. Watson’s letter agreement also provides that he will be eligible to earn an annual bonus as determined by United Bankshares’ senior management, which annual bonus will not be less than $200,000.

Supplemental Executive Retirement Plan Agreements with Piedmont.

Messrs. Watson and Elsevier have Supplemental Executive Retirement Plan (“SERP”) agreements with Piedmont Bank. The Agreements provide for payments in 180 monthly installments provided the executive continues employment to the retirement age of 65. A lump sum payment of the participant’s accrued benefit, as defined in the SERP is payable in a lump sum upon disability, voluntary resignation for good reason or involuntary termination without cause prior to retirement age. In the event of death prior to retirement age, payment is in 180 monthly installments commencing on the first day of the month that is no less than 15 and no more than 45 days after death and continuing on the first day of the month for 180 months. In the event of a change of control, a participant who has not reached retirement age is entitled to a lump sum payment of the present value of the normal retirement benefit at normal retirement age, discounted to the date of the change of control at the interest factor specified in the SERP.

 

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Mr. Watson has reached retirement age and has commenced receiving SERP payments in 180 monthly installments. Assuming the effective date of the merger occurred on December 31, 2024, Mr. Elsevier would be entitled to receive a lump sum SERP payment in the approximate amount of $752,000.

Director Deferred Fee Plan

Piedmont Bank maintains a Director Deferred Fee Plan (“Director Plan”) for eligible directors. Under the Director Plan, Piedmont Bank makes monthly deferrals in the amount of $1,000 per month for a specified period of months as set forth in the participant’s deferral agreement. Under the Director Plan, Piedmont Bank also makes lump sum deferrals with respect to certain specified calendar years in the amount of $12,000 (together the monthly deferrals and the lump sum deferrals are referred to as the “Bank Deferrals.”) All deferrals are subject to a participant’s continued service with Piedmont Bank. The Bank Deferrals are credited to a bookkeeping account (“Deferral Account”) maintained for each participant. Participants may also elect to defer up to 100% of any additional monthly fees and retainers the participant would otherwise be entitled to receive from Piedmont. Amounts deferred by Piedmont as Bank Deferrals or by the participant as elective deferrals into a Deferral Account are credited with interest at a rate of 6%.

If a participant retires from service with Piedmont after reaching age 75, or such other age specified in the participant’s deferral agreement, as the case may be, the participant will be entitled to receive the annuitized value (using a 6% interest rate) of his or her Deferral Account in monthly installments over a 10-year period. In the event the participant’s service with Piedmont terminates prior to reaching age 75 (or such other age specified in the participant’s deferral agreement) other than for “cause” (as defined in the Director Plan), or due to death or disability, the participant will be entitled to receive the accrued balance of his or her Deferral Account, payable in a single lump sum payment. In the event of a change of control of Piedmont, a participant will be entitled to receive the accrued balance of his or her Deferral Account, plus the discounted present value of (i) additional Bank Deferrals that would have been made to the participant under the Director Plan for a specified deferral period, and (ii) any scheduled but not yet deferred lump sum Bank Deferrals under the Plan, as if the participant remained in service until his or her applicable retirement age, payable in a single lump sum on the date of such change of control. Any participant who is, as of the date of such change of control, receiving payments over a 10-year period due to a previous retirement from service after reaching age 75 (or such other age specified in the participant’s deferral agreement) is entitled to receive the remaining payments in a single lump sum distribution on the date of the change of control.

Assuming the effective date of the merger occurred on December 31, 2024, the amounts payable to participants under the Director Plan would be as follows: $122,000 for Mr. E. Ray Black, and Mr. Lamar Black; and $190,000 for Messrs. Cheeley, Donaldson, Howard, Maggard, and Tennant.

Insurance and Indemnification

For a period of six years after the effective time of the merger, United Bankshares has agreed to provide, to the fullest extent permitted by applicable law and Piedmont’s articles of incorporation and bylaws, indemnification and advancement of reasonable expenses to each of Piedmont’s directors, officers and employees against all losses that are incurred in connection with their service with Piedmont and pertaining to any matter existing at or before the effective time of the merger. In addition, for a period of six years from the effective time of the merger, United Bankshares has agreed to provide director’s and officer’s liability insurance with respect to claims against such directors and officers arising from facts or events that occurred before the effective time of the merger, which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by Piedmont. In no event will United Bankshares be required to expend, on an annual basis, more than 200% of the current annual amount expended by Piedmont to maintain such directors’ and officers’ insurance coverage. In lieu of the foregoing, United Bankshares may obtain at or prior to the effective time a six-year “tail” policy under Piedmont’s existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding

 

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sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed 200% of the current annual amount expended by Piedmont to maintain such directors and officers insurance coverage. See the section entitled “The Merger Agreement – Indemnification; Directors’ and Officers’ Insurance” beginning on page 63.

Accounting Treatment of the Merger

The merger will be accounted for using acquisition accounting, in accordance with GAAP, for accounting and financial reporting purposes. Under acquisition accounting, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Piedmont as of the effective time of the merger will be recorded at their respective fair values and added to those of United Bankshares. Any excess of purchase price over the fair values is recorded as goodwill. Consolidated financial statements of United Bankshares issued after the merger would reflect these fair values and would not be restated retroactively to reflect the historical consolidated financial position or results of operations of Piedmont.

 

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the merger agreement. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this prospectus and proxy statement as Appendix A and is incorporated by reference into this document. This summary may not contain all of the information about the merger agreement that may be important to you. You are urged to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Terms of the Merger

Each of the United Bankshares board of directors and the Piedmont board of directors has approved and adopted the merger agreement, which provides for the merger of Piedmont with and into United Bankshares. United Bankshares will be the surviving entity in the merger.

Each share of Piedmont common stock issued and outstanding immediately prior to the completion of the merger (other than dissenting shares and shares held by United Bankshares and its subsidiaries, in each case except for shares held by them in a fiduciary capacity or as a result of debts previously contracted) will be converted into the right to receive 0.300 shares of United Bankshares common stock, which is referred to herein as the exchange ratio. If the number of shares of common stock of United Bankshares changes before the merger is completed because of a reclassification, recapitalization, stock dividend, stock split, reverse stock split or similar event, then a proportionate adjustment will be made to the exchange ratio.

The United Bankshares articles of incorporation and the United Bankshares bylaws as in effect immediately prior to the completion of the merger will be the articles of incorporation and bylaws of the surviving entity.

After the effective time of the merger and as part of the same overall transaction, Piedmont Bank, a Georgia banking corporation and wholly-owned subsidiary of Piedmont, for no additional consideration and pursuant to the agreement and plan of merger dated May 9, 2024, attached as Exhibit 99.4 to the registration statement on Form S-4 of which this prospectus and proxy statement is a part, will merge with and into United Bank, a Virginia banking corporation, and a wholly-owned subsidiary of United Bankshares, or the bank merger. As a result of the bank merger, the separate existence of Piedmont Bank will cease and the corporate existence of United Bank, as the merged bank, shall continue unaffected and unimpaired by the bank merger and the merged bank shall be deemed to be the same business and corporate entity as each of Piedmont Bank and United Bank.

Treatment of Piedmont Stock Options

At the effective time of the merger, each stock option to buy Piedmont common stock granted under the Piedmont stock plan that is outstanding and not yet exercised immediately prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and shall be canceled without any action on the part of any holder or beneficiary thereof, in consideration for the right to receive a lump sum cash payment with respect thereto equal to the product of: (i) the excess, if any, of the product of (A) the volume-weighted average of the closing sales price on Nasdaq of United Bankshares common stock for the 10 full trading days ending on the second trading day immediately preceding the effective date of the merger multiplied by (B) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable), over the applicable exercise price of such Piedmont stock option; and (ii) the number of shares of Piedmont common stock subject to such Piedmont stock option, less any required withholding taxes.

Treatment of Piedmont Stock Warrants

At the effective time of the merger, each stock warrant to buy Piedmont common stock granted under the Piedmont stock plan or an individual award agreement that is outstanding and not yet exercised immediately

 

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prior to the merger, whether vested or unvested, will vest pursuant to the terms thereof and shall be canceled without any action on the part of any holder or beneficiary thereof, and in consideration therefor, at the election of the holder, will either (i) receive a lump sum cash payment in consideration equal to the product of: (A) the excess, if any, of the product of (1) the volume-weighted average of the closing sales price on Nasdaq of United Bankshares common stock for the 10 full trading days ending on the second trading day immediately preceding the effective date of the merger multiplied by (2) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable), over the applicable exercise price of such Piedmont stock warrant; and (B) the number of shares of Piedmont common stock subject to such Piedmont stock warrant, or (ii) convert into a warrant to purchase shares of United Bankshares common stock, with the number of shares of United Bankshares common stock equal to the product of (A) the total number of shares of Piedmont common stock subject to the applicable Piedmont stock warrant immediately prior to the effective time of the merger multiplied by (B) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable, and rounded up or down, if necessary, to the nearest whole share of United Bankshares common stock), and the per-share exercise price under each such Piedmont stock warrant shall be adjusted to equal the quotient of (X) the exercise price per share of such Piedmont stock warrant at which such Piedmont stock warrant was exercisable immediately prior to the effective time of the merger divided by (Y) the exchange ratio (subject to any applicable adjustments, including accounting for any additional cash payment per share, as applicable, and rounded up or down to the nearest whole cent), in either event, if necessary less any required withholding taxes. Any election by a holder of a Piedmont stock warrant must be made at least five days prior to the effective time of the merger in accordance with the procedures implemented by United Bankshares and Piedmont with respect to such election.

Treatment of Other Piedmont Stock Awards

At the effective time of the merger, each restricted stock grant, restricted stock unit grant and any other award in respect of a share of Piedmont common stock subject to vesting, repurchase or other lapse restriction granted under the Piedmont stock plan or an individual award agreement other than a Piedmont stock option or a Piedmont stock warrant (each referred to herein as a Piedmont stock award) that is outstanding immediately prior to the effective time of the merger shall become fully vested, be canceled and converted automatically into the right to receive the merger consideration (with any fractional share being entitled to receive cash in lieu thereof) in respect of each share of Piedmont common stock underlying such Piedmont stock award.

Prior to the effective time of the merger, Piedmont shall provide such notice, if any, to the extent required under the terms of the applicable Piedmont stock plan, obtain any necessary consents, adopt applicable resolutions, amend the terms of the Piedmont stock plan or any outstanding awards, and take all other appropriate actions to: (i) give effect to the transactions contemplated by the merger agreement; (ii) terminate the Piedmont stock plan as of the effective time of the merger; and (iii) ensure that after the effective time of the merger, neither any holder of Piedmont stock awards, any beneficiary thereof, nor any other participant in any Piedmont stock plan shall have any right thereunder to acquire any securities of Piedmont or to receive any payment or benefit with respect to any award previously granted under the Piedmont stock plan, except as otherwise provided in the merger agreement. As of the effective time of the merger, the Piedmont stock plan shall be terminated and no further awards or other rights shall be granted thereunder.

Conditions of the Merger

The respective obligations of United Bankshares and Piedmont to consummate the merger are subject to the satisfaction of certain mutual conditions, including the following:

 

•

The shareholders of Piedmont approve the merger agreement and the transactions contemplated thereby, described in this prospectus and proxy statement, at the meeting of shareholders for Piedmont;

 

•

All regulatory approvals required by law to consummate the transactions contemplated by the merger agreement are obtained from the Federal Reserve, the Virginia Bureau of Financial Institutions and the

 

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other appropriate federal and/or state regulatory agencies, all waiting periods after such approvals required by law or regulation expire and no such approvals contain any conditions or restrictions that the United Bankshares board determines, using reasonable good faith judgment, would be a materially financially burdensome regulatory condition;

 

•

The registration statement (of which this prospectus and proxy statement is a part) registering shares of United Bankshares common stock to be issued in the merger is declared effective and not subject to a stop order and no proceedings suspending the effectiveness of the registration statement shall have been initiated or threatened by the SEC or any other governmental authority;

 

•

The absence of any statute, rule, regulation, judgment, decree, injunction or other order being enacted, issued, promulgated, enforced or entered by a governmental authority effectively prohibiting consummation of the merger; and

 

•

Authorization for the listing on Nasdaq of the shares of United Bankshares common stock to be issued in the merger, subject to official notice of issuance.

In addition to the mutual conditions described above, United Bankshares’ obligation to consummate the merger is subject to the satisfaction, unless waived, of the following other conditions:

 

•

The representations and warranties of Piedmont made in the merger agreement are true and correct as of the date of the merger agreement and as of the effective time of the merger and United Bankshares receives a certificate of the chief executive officer and the chief financial officer of Piedmont to that effect;

 

•

Piedmont performs in all material respects all obligations required to be performed by it under the merger agreement at or prior to the effective time of the merger and delivers to United Bankshares a certificate of its chief executive officer and chief financial to that effect;

 

•

United Bankshares shall have received an opinion of Bowles Rice LLP, counsel to United Bankshares, dated as of the effective time of the merger, that the merger will be treated as a “reorganization” under Section 368 of the Code; and

 

•

The holders of no more than 10% of the aggregate outstanding shares of Piedmont Common Stock shall have properly notified Piedmont that they intend to exercise their dissenters’ rights.

In addition to the mutual conditions described above, Piedmont’s obligation to complete the merger is subject to the satisfaction, unless waived, of the following other conditions:

 

•

The representations and warranties of United Bankshares made in the merger agreement are true and correct as of the date of the merger agreement and as of the effective time of the merger and Piedmont receives a certificate of the chief executive officer and chief financial officer of United Bankshares to that effect;

 

•

United Bankshares performs in all material respects all obligations required to be performed by it under the merger agreement at or prior to the effective time of the merger and delivers to Piedmont a certificate of its chief executive officer and chief financial officer to that effect; and

 

•

Piedmont shall have received an opinion of Alston & Bird LLP, counsel to Piedmont, dated as of the effective time of the merger, that the merger will be treated as a “reorganization” under Section  368 of the Code.

Effective Time

The merger will be consummated and become effective upon the issuance of a certificate of merger by the Georgia Corporations Division of the Georgia Secretary of State and the West Virginia Secretary of State (or on such other date as may be specified in the articles of merger to be filed with the Georgia Corporations Division of

 

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the Georgia Secretary of State and the West Virginia Secretary of State). Provided that the conditions set forth in the merger agreement have been satisfied or waived, other than those conditions that by their nature are to be satisfied at the effective time of the merger, United Bankshares and Piedmont shall cause the effective date of the merger to occur on a date that is mutually acceptable to the parties. However, the parties have agreed that the effective date shall occur within 10 days after all of the conditions to the closing (other than those conditions that by their nature are to be satisfied by action taken at the closing, which shall be satisfied or waived at the closing) have been satisfied or waived in accordance with the terms of the merger agreement, but in no event will United Bankshares be required to close the merger in the last 25 days of a quarter, and upon such event, the effective date will be the first business day of the subsequent quarter.

Representations and Warranties

The merger agreement contains representations and warranties made by Piedmont to United Bankshares and by United Bankshares to Piedmont relating to a number of matters, including the following:

 

•

Organization and good standing of each entity and its subsidiaries;

 

•

Each entity’s capital structure;

 

•

Each entity’s power and authority relative to the execution and delivery of, and performance of its obligations under, the merger agreement;

 

•

Litigation and related matters;

 

•

Consents and approvals required;

 

•

Absence of conflicts between each entity’s obligations under the merger agreement and its charter documents and contracts to which it is a party or by which it is bound;

 

•

Accuracy of documents, including financial statements and other reports, filed by each entity with the SEC;

 

•

Absence of material adverse changes since December 31, 2023;

 

•

Regulatory matters;

 

•

Compliance with applicable laws, the Sarbanes-Oxley Act and accounting controls;

 

•

Absence of defaults under material contracts and agreements;

 

•

Employee benefit plans;

 

•

Absence of environmental problems;

 

•

Tax matters;

 

•

Absence of brokerage commissioners, except as disclosed for financial advisors;

 

•

Insurance matters;

 

•

Opinions of the parties’ respective financial advisors;

 

•

Allowance for loan and lease losses; and

 

•

Computer systems and technologies.

In addition to the representations and warranties listed above, Piedmont also made representations and warranties to United Bankshares with respect to the following:

 

•

Labor matters;

 

•

Risk management instruments;

 

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•

The taking of all actions necessary to exempt the merger agreement from any takeover laws;

 

•

Books and records being fully and accurately maintained and fairly presenting events and transactions;

 

•

Loan matters;

 

•

Investment securities;

 

•

Assets;

 

•

Investment advisory services; and

 

•

Mortgage loan matters.

The representations and warranties in the merger agreement are (i) subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure schedules delivered by Piedmont and United Bankshares, respectively, and (ii) qualified by United Bankshares’ annual report on Form 10-K for each of the fiscal years ended December 31, 2021, 2022 and 2023 and by the reports of United Bankshares filed with the SEC during the period from December 31, 2023 through the time prior to the execution and delivery of the merger agreement (excluding, in each case, any risk factor disclosures in the risk factor section or any “forward-looking statements” disclaimer or any other statements that are similarly non-specific or cautionary, predictive or forward-looking in nature).

In addition, certain representations and warranties of Piedmont and United Bankshares are qualified as to “materiality” or “material adverse effect.” For the purposes of the merger agreement, a “material adverse effect” means any event, change, effect, development, state of facts, condition, circumstances or occurrence that, individually or in the aggregate, (i) is material and adverse to the financial position, results of operations or business of United Bankshares and its subsidiaries taken as a whole or Piedmont and its subsidiaries taken as a whole, respectively, or (ii) would materially impair the ability of either United Bankshares or Piedmont to perform its obligations under the merger agreement or otherwise materially threaten or materially impede the consummation of the merger and the other transactions contemplated by the merger agreement; provided, that the impact of the following items shall not be deemed to be a material adverse effect:

 

•

Changes in tax, banking and similar laws of general applicability or interpretations thereof by courts or governmental authorities, except to the extent that such changes have a disproportionate impact on United Bankshares or Piedmont, as the case may be, relative to the overall effects on the banking industry;

 

•

Changes in GAAP or regulatory accounting requirements applicable to banks and their holding companies generally, except to the extent that such changes have a disproportionate impact on United Bankshares or Piedmont, as the case may be, relative to the overall effects on the banking industry;

 

•

Changes in economic conditions affecting financial institutions generally, including changes in market interest rates, credit availability and liquidity, and price levels or trading volumes in securities markets, except to the extent that such changes have a disproportionate impact on United Bankshares or Piedmont, as the case may be, relative to the overall effects on the banking industry;

 

•

Any modifications or changes to valuation policies and practices in connection with the merger in accordance with GAAP;

 

•

Actions and omissions of United Bankshares or Piedmont taken with the prior written consent of the other in contemplation of the transactions contemplated by the merger agreement;

 

•

Any outbreak or escalation of hostilities or war (whether or not declared) or any act of terrorism, or any earthquakes, hurricanes, tornados or other natural disasters, or any national or global epidemic, pandemic or disease outbreak, or the material worsening of such conditions threatened or existing as of the date of the merger agreement;

 

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•

Failure of United Bankshares or Piedmont to meet any internal financial forecasts or any earnings projections (whether made by United Bankshares or Piedmont or any other person, provided that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of material adverse effect may be taken into account in determining whether there has been a material adverse effect);

 

•

The public disclosure of the merger agreement and the impact thereof on relationships with customers or employees; or

 

•

The effects of compliance with the merger agreement on the operating performance of the parties, including, expenses incurred by the parties in consummating the transactions contemplated by the merger agreement.

Anti-Takeover Provisions – Business Combinations

Piedmont’s articles of incorporation and bylaws do not contain any anti-takeover provisions. Under Georgia law, there are statutory provisions restricting “business combinations” and permitting a 180-day dead-hand poison pill. A poison pill is a device commonly used to protect against a hostile takeover attempt or unwanted stockholder activism, by giving all stockholders other than the unwelcome acquiror, stockholder activist or hostile bidder the right to buy additional stock at a substantial discount. A 180-day dead-hand poison pill prevents newly elected directors from redeeming a poison pill for up to 180 days following such director’s initial election. Neither of the anti-takeover provisions in Georgia law are applicable to the transactions contemplated by the merger.

Waiver and Amendment

Prior to the effective time of the merger, any provision of the merger agreement may be waived by the party benefited by the provision or amended or modified by an agreement in writing between the parties, except that, after the annual meeting, the merger agreement may not be amended if it would violate the Georgia Business Corporations Code.

Indemnification; Directors’ and Officers’ Insurance

United Bankshares has agreed to indemnify the directors and officers of Piedmont and its subsidiaries for a period of six years from the effective time of the merger to the fullest extent that Piedmont or any of its subsidiaries is permitted or required to indemnify (and advance expenses to) its directors and officers under the laws of the State of Georgia, the articles of incorporation and bylaws of Piedmont and/or any of its subsidiaries and any indemnification agreements in effect between Piedmont and/or any of its subsidiaries and any director or officer thereof.

United Bankshares has also agreed for a period of six years from the effective time of the merger to provide that portion of director’s and officer’s liability insurance that serves to reimburse the present and former officers and directors of Piedmont or any of its subsidiaries (determined as of the effective time) with respect to claims against such directors and officers arising from facts or events that occurred before the effective time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by Piedmont. United Bankshares is not required to expend, on an annual basis, more than 200% of the current amount expended by Piedmont to maintain or procure such directors and officers liability insurance coverage. In lieu of the foregoing, United Bankshares may obtain at or prior to the effective time of the merger a six-year “tail” policy under Piedmont’s existing directors’ and officers’ insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed more than 200% of the current amount expended by Piedmont to maintain or procure such directors’ and officers’ liability insurance coverage.

 

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Annual Meeting; Board Recommendation

Piedmont agrees to take, in accordance with applicable law and its articles of incorporation and bylaws, all action necessary to convene an appropriate meeting of its shareholders to consider and vote upon the approval of the merger agreement and any other matters required to be approved by Piedmont’s shareholders for consummation of the merger, as promptly as practicable after this registration statement, of which this prospectus and proxy statement is a part, is declared effective.

The Piedmont board of directors shall recommend that the Piedmont shareholders approve and adopt the merger agreement and the transactions contemplated thereby. However, prior to the approval of the merger agreement by Piedmont shareholders and with respect to a superior proposal, the Piedmont board of directors may withhold, fail to make or withdraw its recommendation to approve the merger agreement, which we refer to as a recommendation change, if the Piedmont board of directors has, after having consulted with its financial advisor with respect to financial matters and having consulted with and considered the advice of its outside legal counsel, determined in good faith that the failure to make a recommendation change would reasonably be expected to cause it to violate its fiduciary duties to Piedmont shareholders under applicable law and complied with the terms set forth below.

Prior to making a recommendation change, the Piedmont board of directors shall provide written notice to United Bankshares that it has decided (in good faith after consultation with its outside legal counsel and financial advisor) that a bona fide unsolicited acquisition proposal constitutes a superior proposal, but only if (i) the Piedmont board of directors has determined in good faith, after consultation with and having considered the advice of outside legal counsel and its financial advisor, that the failure to take such actions would reasonably be expected to cause it to violate its fiduciary duties to Piedmont’s shareholders under applicable law, (ii) during the five business day period after receipt of the Piedmont’s notice by United Bankshares, Piedmont and the Piedmont board of directors have cooperated and negotiated in good faith with United Bankshares to make such adjustments, modifications or amendments to the terms and conditions of the merger agreement as would enable Piedmont to proceed with its recommendation in favor of the merger agreement without a recommendation change, and (iii) at the end of the five business day period, after taking into account any such adjusted, modified, or amended terms as may have been proposed by United Bankshares since its receipt of the notice, the Piedmont board of directors has again in good faith made the determination that the failure to take such actions would reasonably be expected to cause it to violate its fiduciary duties to Piedmont’s shareholders under applicable law and that the applicable acquisition proposal constitutes a superior proposal. If there are material revisions to the superior proposal, Piedmont shall be required to deliver a new notice to United Bankshares and again comply with the aforementioned requirements, except that the notice period is reduced to three business days.

Acquisition Proposals

Piedmont agrees not to, solicit or encourage inquiries or proposals with respect to, or engage in any negotiations concerning, or provide any confidential information to, or have any discussions with any person relating to, any acquisition proposal. Piedmont has also agreed to cause its subsidiaries, officers, directors, agents, advisors and affiliates not to do so. Piedmont agreed to immediately cease and cause to be terminated any activities, discussions or negotiations conducted prior to the date of the merger agreement with any parties other than United Bankshares with respect to any of the foregoing and shall use its reasonable best efforts to enforce any confidentiality or similar agreement relating to an acquisition proposal. Piedmont agreed to inform United Bankshares promptly of all relevant details of any inquiries or contacts by third parties relating to the possible disposition of the business or the capital stock of Piedmont or any merger, change or control or other business combination involving Piedmont.

Notwithstanding these commitments, nothing in the merger agreement prohibits Piedmont, prior to the annual meeting of Piedmont shareholders, and subject to compliance with the other terms of merger agreement, from furnishing nonpublic information to, or entering into discussions or negotiations with, any person that

 

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makes an unsolicited, bona fide written acquisition proposal with respect to Piedmont or any of its significant subsidiaries (that did not result from a breach of the applicable terms of the merger agreement), if, and only to the extent that (i) the Piedmont board of directors concludes in good faith, after consultation with and based upon the advice of outside legal counsel, that the failure to take such actions would be reasonably likely to constitute a breach of its fiduciary duties to its shareholders under applicable law, (ii) before taking such actions, Piedmont receives from such person an executed confidentiality agreement providing for reasonable protection of confidential information, which confidentiality agreement shall not provide such person or entity with any exclusive right to negotiate with Piedmont and shall contain terms and conditions no less favorable to Piedmont with respect to confidentiality than its confidentiality agreement with United Bankshares, and (iii) the Piedmont board of directors concludes in good faith, after consultation with its outside legal counsel and financial advisors, that the acquisition proposal constitutes or is reasonably likely to result in a superior proposal.

An “acquisition proposal” means any tender or exchange offer, proposal for a merger, consolidation or other business combination involving Piedmont or any of its significant subsidiaries or any proposal or offer to acquire equity interests representing 24.99% or more of the voting power of, or at least 24.99% of the assets or deposits of, Piedmont or any of its significant subsidiaries, other than the transactions contemplated by the merger agreement.

A “superior proposal” means a bona fide, unsolicited acquisition proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and Piedmont or any of its subsidiaries, the shareholders of such third party) acquiring, directly or indirectly, more than 50.0% of the outstanding Piedmont common stock or more than 50.0% of the assets of Piedmont and its subsidiaries (measured as a percentage of the fair value of the consolidated assets of Piedmont), taken as a whole, for consideration consisting of cash and/or securities and (ii) that the Piedmont board of directors reasonably determines in good faith, after consultation with its outside financial advisor and outside legal counsel, (A) is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such proposal, including all conditions contained therein and the person making such acquisition proposal, and (B) taking into account any changes to the merger agreement proposed by United Bankshares in response to such acquisition proposal and all financial, legal, regulatory and other aspects of such takeover proposal, including all conditions contained therein and the person making such proposal, is more favorable to the shareholders of Piedmont from a financial point of view than the merger.

If the Piedmont board of directors terminates the merger agreement in order to concurrently enter into an agreement with respect to a superior proposal it is obligated to pay to United Bankshares the termination fee equal to $10,690,000. See “– Effect of Termination; Termination Fee” on page 71.

Regulatory Approvals

The merger and the other transactions contemplated by the merger agreement require the approval of the Federal Reserve and the Virginia Bureau of Financial Institutions and prior notice is required with the Georgia Department of Banking and Finance. United Bankshares, Piedmont, Piedmont Bank and United Bank have filed all required applications and notices seeking approval of the merger with the Federal Reserve, the Virginia Bureau of Financial Institutions and the Georgia Department of Banking and Finance.

Under the BHCA, the Federal Reserve is required to examine the financial and managerial resources and future prospects of the combined organization and analyze the capital structure and soundness of the resulting entity. The Federal Reserve has the authority to deny an application if it concludes that the combined organization would have inadequate capital. In addition, the Federal Reserve can withhold approval of the merger if, among other things, it determines that the effect of the merger would be to substantially lessen competition in the relevant market. Further, the Federal Reserve must consider whether the combined organization meets the requirements of the Community Reinvestment Act of 1977 by assessing the involved entities’ records of meeting the credit needs of the local communities in which they operate, consistent with the safe and sound operation of such institutions. The Virginia Bureau of Financial Institutions will review the merger under similar standards.

 

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In addition, a period of 15 to 30 days must expire following approval by the Federal Reserve before completion of the merger is allowed, within which period the United States Department of Justice may file objections to the merger under the federal antitrust laws.

The merger cannot be consummated prior to receipt of all required approvals. There can be no assurance that required regulatory approvals for the merger will be obtained and, if the merger is approved, as to the date of such approvals or whether the approvals will contain any unacceptable conditions. There can likewise be no assurance that the United States Department of Justice will not challenge the merger during the waiting period set aside for such challenges after receipt of approval from the Federal Reserve.

Under the merger agreement, United Bankshares is not required, and Piedmont is not permitted, to agree to any condition or take any action if such agreement or the taking of such action is reasonably likely to result in any conditions or requirements that the United Bankshares board of directors would expect to have a significant and materially burdensome effect on the condition (financial or otherwise), results of operations, liquidity, capital, assets or deposit liabilities, properties, operations or business of United Bankshares and its subsidiaries, taken as a whole, after giving effect to the merger (with materiality for these purposes measured on a scale relative to United Bankshares and its subsidiaries, taken as a whole, prior to the effective time of the merger).

Each of United Bankshares and Piedmont has the right to review in advance, and to the extent practicable each will consult with the other with respect to all material written information submitted to any third party or any governmental authority in connection with the transactions contemplated by the merger agreement. Each of the parties has agreed to act reasonably and as promptly as practicable and United Bankshares agreed to make all necessary filings and provide any necessary notices within 75 days of the date of the merger agreement.

Each party has agreed to consult with the other with respect to the obtaining of all material permits, consents, approvals and authorizations of all third parties and governmental authorities necessary or advisable to consummate the transactions contemplated by the merger agreement and each party will keep the other party apprised of the any communication from a governmental authority the consent or approval of which is required for the consummation of the merger and the other transactions contemplated by the merger agreement that causes such party to believe that there is a reasonable likelihood that any required consent or approval from a governmental authority will not be obtained or that the receipt of such consent or approval may be materially delayed. Upon the receipt of a such notice, United Bankshares shall, to the extent permitted by applicable law, (i) promptly advise Piedmont of the receipt of any substantive communication from a governmental authority with respect to the transactions contemplated by the merger agreement and (ii) provide Piedmont with a reasonable opportunity to participate in the preparation of any response thereto and the preparation of any other substantive submission or communication to any governmental authority with respect to the transactions contemplated by the merger agreement and to review any such response, submission or communication prior to the filing or submission thereof.

United Bankshares and Piedmont are not aware of any governmental approvals or actions that may be required for consummation of the merger other than as described above. Should any other approval or action be required, it is presently contemplated that such approval or action would be sought. There can be no assurance that any necessary regulatory approvals or actions will be timely received or taken, that no action will be brought challenging such approval or action or, if such a challenge is brought, as to the result thereof, or that any such approval or action will not be conditioned in a manner that would cause the parties to abandon the merger.

The approval of any application merely implies the satisfaction of regulatory criteria for approval, which does not include review of the merger from the standpoint of the adequacy of the exchange ratio for converting Piedmont common stock to United Bankshares common stock. Furthermore, regulatory approvals do not constitute an endorsement or recommendation of the merger.

As of the date of this prospectus and proxy statement, United Bankshares and Piedmont have made all required applications for regulatory approval, but no regulatory approvals have been received. While United

 

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Bankshares and Piedmont do not know of any reason why necessary regulatory approval would not be obtained in a timely manner, they cannot be certain when or if they will receive them, or if obtained, whether they will contain terms, conditions or restrictions not currently contemplated that will be detrimental to the combined company after completion of the merger.

Employee and Employee Benefit Plan Matters

All individuals employed by, or on an authorized leave of absence from, Piedmont or any of its subsidiaries immediately before the effective time, which we refer to as covered employees, shall automatically become employees of United Bankshares, as the surviving corporation, and its subsidiaries as of the effective time unless terminated by United Bankshares effective as of closing of the merger.

At and following the effective time of the merger, United Bankshares shall: (i) provide each covered employee with the same employee benefits then provided to similarly situated employees at United Bankshares, except for with respect to the United Bankshares pension plan; (ii) waive all pre-existing conditions and waiting periods with respect to participation and coverage requirements applicable to such employees and their eligible dependents under any United Bankshares benefit plans, except to the extent such pre-existing conditions or waiting periods would apply under the analogous the Piedmont benefit plan; and (iii) recognize all service of such employees with Piedmont and its subsidiaries for purposes of eligibility and vesting (but not for purposes of benefit accrual other than accrual for vacation; however, that, in accordance with United Bankshares’ policies, no vacation or paid time off shall thereafter be carried over into a subsequent calendar year) under United Bankshares’ benefit plans, except with respect to the United Bankshares pension plan. All covered employees and their eligible dependents will receive credit for co-payments, deductibles and out-of-pocket maximums satisfied by such employees and dependents under a Piedmont benefit plan. Except as otherwise provided in the merger agreement, United Bankshares shall maintain Piedmont’s and its subsidiaries’ existing employee benefit plans until such time as United Bankshares has provided similar plans to employees of Piedmont and its subsidiaries as contemplated in the foregoing. Employees of Piedmont and its subsidiaries shall not be entitled to accrual of benefits or allocation of contributions under United Bankshares’ benefit plans based on years of service with Piedmont, its subsidiaries and their predecessors prior to the effective date of the merger, except with respect to any vacation accrual.

Except for employees of Piedmont and its subsidiaries with individual agreements or who are participants in any plan that provides for payment of severance under certain circumstances (who will be paid severance only in accordance with such agreements or plan, as the case may be, and shall not have a right to employer-paid outplacement services), United Bankshares shall pay severance payments to employees of Piedmont and any Piedmont subsidiary who is involuntarily terminated by United Bankshares or any of its subsidiaries (other than for cause) within six months after the effective time in the amount of two weeks of base pay (at the rate in effect on the termination date) for each year of service at Piedmont or its subsidiaries (with credit for partial years of service) with a minimum payment equal to four weeks of base pay and a maximum payment equal to 26 weeks of base pay. United Bankshares will provide reasonable outplacement services to such employees for a period of six months following termination.

Piedmont will use commercially reasonable efforts to cause the employees of Piedmont identified by Piedmont and United Bankshares to enter into retention or stay bonus agreements (in a form mutually agreed to by United Bankshares and the employee) prior to the effective time.

The Piedmont board shall, prior to the effective time, adopt resolutions vesting and terminating its 401(k) profit sharing plan effective as of immediately prior to the effective time. Each eligible covered employee, shall be eligible to participate in United Bankshares’ 401(k) plan as soon as administratively practical, in accordance with the terms and conditions of United Bankshares’ 401(k) plan, after the effective time of the merger, and, account balances under Piedmont’s terminated 401(k) plan will be eligible for distribution or rollover, in accordance with the terms and conditions of the United Bankshares 401(k) plan and applicable law and

 

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regulation, including direct rollover of cash and, provided that Piedmont’s terminated 401(k) plan provides for or is validly amended prior to termination to provide for (A) roll out of promissory notes, (B) a period of time during which plan termination does not cause immediate loan default, (C) in-kind distribution of promissory notes, and (D) such other plan provisions as are required for roll out of promissory notes, direct rollover of promissory notes to United Bankshares’ 401(k) plan, as elected by each such employee. Any other covered employee shall be eligible to be a participant in United Bankshares’ 401(k) plan upon complying with eligibility requirements.

Dividends

Piedmont and United Bankshares shall coordinate with each other regarding the declaration, setting of record dates, and payment dates of dividends with respect to shares of Piedmont common stock and United Bankshares common stock, it being the intention of the parties that, with respect to the fourth calendar quarter of 2024 (or any subsequent calendar quarter), holders of shares of Piedmont common stock shall receive either a quarterly dividend on shares of Piedmont common stock or a quarterly dividend declared with respect to shares of United Bankshares common stock received as merger consideration and shall not receive dividends declared in the fourth calendar quarter of 2024 (or any subsequent calendar quarter) with respect to both shares of Piedmont common stock and shares of United Bankshares common stock received as merger consideration.

Piedmont Divestiture of Investment

Prior to the effective time of the merger, Piedmont shall use its reasonable best efforts to divest Piedmont Bank of its entire 30% equity interest in Walton Funding LLC, a Florida limited liability company, in a manner that does not adversely affect the ability of the merger to qualify as a “reorganization” within the meaning of Section 368 of the Code. Piedmont shall cooperate with United Bankshares in connection with such divestiture, consult with United Bankshares during the process and keep United Bankshares reasonably apprised of its progress in completing the transaction.

Conduct of Business Pending the Merger

The merger agreement contains reciprocal forbearances made by Piedmont and United Bankshares to each other. Piedmont and United Bankshares have agreed that until the effective time of the merger, neither of them nor any of their subsidiaries without the prior written consent of or as previously disclosed to the other, will take any action that would, or is reasonably likely to, prevent or impede the merger from qualifying as a reorganization within the meaning of Section 368 of the Code, or knowingly take any action that is intended or is reasonably likely to result in any of the conditions to the merger not being satisfied, or a material violation of any provision of the merger agreement, except, in each case, as may be required by applicable law or regulation.

Piedmont has also agreed that, prior to the effective time, without the prior written consent of, or as previously disclosed to, United Bankshares, it will not and will cause each of its subsidiaries not to:

 

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Conduct business other than in the ordinary and usual course or fail to use commercially reasonable efforts to preserve intact its business organizations and assets and maintain its rights, franchises and existing relations with customers, suppliers, employees and business associates, or take any action reasonably likely to have an adverse effect upon its ability to perform any of its material obligations under the merger agreement;

 

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Make any capital expenditure in excess of $500,000 in the aggregate (provided that United Bankshares shall grant or deny its consent to emergency repairs or replacements to prevent substantial deterioration of the condition of a property within two business days of its receipt of a written request from Piedmont);

 

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Other than pursuant to rights previously disclosed and outstanding on the date of the merger agreement, issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional

 

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shares of Piedmont common stock or any rights to purchase Piedmont common stock, enter into any agreement with respect to the foregoing, or permit any additional shares of Piedmont common stock to become subject to new grants of employee or director stock options, other rights or similar stock based employee rights (other than equity compensation awards and issuances of Piedmont common stock, rights, employee or director stock options or similar equity compensation awards under a Piedmont equity compensation plan in the ordinary course of business consistent with past practice);

 

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Except as previously disclosed, make, declare, pay or set aside for payment any dividend (other than quarterly cash dividends at a rate not to exceed $0.06 per share on Piedmont common stock and dividends from wholly-owned subsidiaries to Piedmont, or another wholly-owned subsidiary of Piedmont) on or in respect of, or declare or make any distribution on, any shares of Piedmont stock or directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock;

 

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Enter into, amend or renew any employment, change in control employment or similar agreement, consulting, compensation, bonus, severance or similar agreements or arrangements with any director, employee or consultant of Piedmont or its subsidiaries, or grant any salary or wage increase other than normal individual increases in compensation to directors, employees or consultants in the ordinary course of business consistent with past practice, except in each case as previously disclosed;

 

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Enter into, establish, adopt or amend (except (i) as may be required by applicable law, (ii) as previously disclosed or (iii) to satisfy previously disclosed contractual obligations existing as of the date of the merger agreement) any bonus, incentive, deferred compensation, performance driven retirement agreement, independent contractor or other consulting agreement, pension, retirement (including but not limited to any frozen or terminated retirement or pension plan), SERP, profit-sharing, thrift savings, employee stock ownership, stock bonus, stock purchase, restricted stock, restricted stock unit, phantom stock, stock option, severance, welfare and fringe benefit plans including but not limited to vacation pay, leave of absence, layoff, salary continuation, sick leave, excess benefit, bonus or other incentive compensation, day or dependent care, legal services, cafeteria, health, life, accident, disability, flexible spending account, workers’ compensation or other insurance, survivor life insurance, split dollar or other life insurance benefit plan, employment, change in control employment or other agreement or severance agreements or any similar practices, policies and arrangements, in respect of any director, employee or consultant of Piedmont or its subsidiaries, or take any action to accelerate the vesting or exercisability of stock options, restricted stock unit or other compensation or benefits payable thereunder;

 

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Sell, transfer, mortgage, encumber or otherwise dispose of or discontinue any of its assets, deposits, business or properties except in the ordinary course of business and in a transaction that is not material to it and its subsidiaries taken as a whole;

 

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Except in the ordinary course of business, acquire (other than by way of foreclosures or acquisitions of control in a bona fide fiduciary capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary and usual course of business consistent with past practice) all or any substantial portion of the assets, business, deposits or properties of any other entity, except for purchases specifically approved by United Bankshares;

 

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Amend Piedmont’s articles of incorporation or bylaws or the articles of incorporation or bylaws (or similar governing documents) of any of Piedmont’s subsidiaries;

 

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Implement or adopt any change in its accounting principles, practices or methods, other than as may be required by GAAP or its regulatory authorities;

 

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Enter into or terminate any material contract or amend or modify any of its existing material contracts in a manner that is material to Piedmont and its subsidiaries, taken as a whole;

 

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Settle any claim, action or proceeding, except for any claim, action or proceeding that does not involve precedent for other material claims, actions or proceedings and that involve solely money damages in

 

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an amount, individually or in the aggregate for all such settlements, that is not material to Piedmont and its subsidiaries taken as whole;

 

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Except as required by applicable law or regulation, implement or adopt any material change in its interest rate or other risk management policies, practices or procedures, fail to materially follow existing policies or practices with respect to managing exposure to interest rate and other risk, or fail to use commercially reasonable means to avoid any material increase in its aggregate exposure to interest rate risk;

 

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Incur any indebtedness for borrowed money other than in the ordinary course of business;

 

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Organize or approve the organization of any subsidiaries; or

 

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Agree or commit to do any of the foregoing.

United Bankshares has agreed that, prior to the effective time, without the prior written consent of, or as previously disclosed to, Piedmont, it will not and will cause each of its subsidiaries not to:

 

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Make, declare, pay or set aside for payment any extraordinary dividend, other than in connection with the United Bankshares stock repurchase program, provided that the foregoing restriction does not restrict United Bankshares from making, declaring or paying any regular quarterly cash dividends, as may be increased from time to time in United Bankshares’ sole discretion, and dividends from wholly-owned subsidiaries to United Bankshares or another wholly-owned subsidiary of United Bankshares (which, for the avoidance of doubt, will continue to be paid);

 

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Amend the United Bankshares articles of incorporation or bylaws in a manner that would materially and adversely affect the holders of Piedmont common stock relative to the other holders of United Bankshares common stock; or

 

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Agree or commit to do any of the foregoing.

Termination of the Merger Agreement

Piedmont and United Bankshares may mutually agree to terminate the merger agreement at any time upon a vote by a majority of the board of directors of each of Piedmont and United Bankshares.

Either Piedmont or United Bankshares may terminate the merger agreement if the merger is not complete by August 31, 2025, unless the failure of the merger to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate.

Either Piedmont or United Bankshares may terminate the merger agreement if (i) final action has been taken by any governmental authority whose approval is required for consummation of the merger and the other transactions contemplated by the merger agreement, which final action has become non-appealable and does not approve the merger agreement or the transactions contemplated by the merger agreement, or such governmental authority has approved of the merger agreement or the transactions contemplated by the merger agreement with a materially burdensome regulatory condition, or (ii) an application submitted to any governmental authority whose approval is required for the consummation of the merger has been permanently withdrawn at the request or suggestion of such governmental authority (except to the extent that such action, denial or withdrawal or the imposition of such condition is due to the failure of the party seeking to terminate to perform or observe the covenants of such party).

United Bankshares may terminate the merger agreement if any of the following occurs:

 

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Piedmont materially breaches any of its representations, warranties, covenants or agreements under the merger agreement and does not or cannot cure the breach prior to the earlier of (i) 30 days after providing written notice of the breach or (ii) two business days prior to August 31, 2025;

 

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•

The Piedmont shareholders do not approve the merger agreement; or

 

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The Piedmont board of directors makes a recommendation change or breaches its obligations with respect to acquisition proposals or its obligations with respect to the Piedmont shareholder meeting, including its recommendation in favor of the merger agreement to Piedmont shareholders in each case prior to the receipt of the requisite Piedmont shareholder approval of the merger agreement.

Piedmont may terminate the merger agreement if any of the following occurs:

 

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United Bankshares materially breaches any of its representations, warranties, covenants or agreements under the merger agreement and does not or cannot cure the breach prior to the earlier of (i) 30 days after providing written notice of the breach or (ii) two business days prior to August 31, 2025;

 

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The Piedmont shareholders do not approve the merger agreement; or

 

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If both (i) the average of the closing sale prices of United Bankshares common stock, which we refer to as the average United Bankshares stock price, as reported on Nasdaq during the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the latest of (A) the date on which the last regulatory approval necessary is received (and any statutory waiting period in respect thereof has expired) or (B) the date on which the Piedmont shareholders approve the merger, which we refer to as the determination date, is less than $27.42, and (ii) (1) the quotient of the average United Bankshares stock price divided by $34.27, shall be less than 80% of (2) the quotient of the average of the daily current market price of the KBW Regional Banking Index, which we refer to as the Index, for the 20 consecutive full trading days ending at the closing of trading on the trading day immediately prior to the determination date divided by the closing price for the Index on May 9, 2024 of $101.76. If Piedmont elects to terminate under the provision described above, United Bankshares shall have the option to increase the per share exchange ratio or pay an additional cash payment to each Piedmont shareholder as part of the merger consideration.

Additionally, Piedmont may terminate the merger agreement in order to enter into an agreement with respect to a superior proposal, provided that Piedmont pays the termination fee described below.

Effect of Termination; Termination Fee

If the merger agreement is validly terminated, the merger agreement will become void without any liability on the part of any party except that provisions relating to expenses and the termination fee will continue in effect and termination will not relieve a breaching party from liability for any willful breach of the merger agreement.

Piedmont has agreed to pay a termination fee to United Bankshares equal to $10,690,000 if:

 

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Piedmont terminates the merger agreement in order to concurrently enter into an agreement with respect to a superior proposal, provided United Bankshares does not make a counteroffer that the Piedmont board of directors determines is at least as favorable to such proposal;

 

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An acquisition proposal was made prior to the termination of the merger agreement and within 12 months after the date of termination of the merger agreement, Piedmont enters into an agreement with respect to an acquisition proposal or consummates an acquisition proposal, and the merger agreement was terminated for any of the following reasons: (A) by United Bankshares or Piedmont after August 31, 2025 because the merger has not been completed due to the failure to obtain the requisite Piedmont shareholder approval (with all other conditions satisfied); (B) by United Bankshares as a result of Piedmont’s willful breach of the merger agreement; or (C) by United Bankshares or Piedmont because the requisite Piedmont shareholder approval is not obtained at the Piedmont shareholder meeting.

 

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Surrender of Stock Certificates

Computershare will act as exchange agent in the merger and in that role will process the exchange of Piedmont stock certificates and non-certificated shares of Piedmont common stock, or book-entry shares, for United Bankshares common stock. The exchange agent, or United Bankshares and Piedmont if the exchange agent declines to do so, will also be making any computations required by the merger agreement, and all such computations will be conclusive and binding on the holders of Piedmont common stock in the absence of manifest error. In any event, do not forward your Piedmont stock certificates with your proxy card.

As soon as practicable after the effective time of the merger, but in no event later than five business days thereafter, United Bankshares shall cause the exchange agent to mail to each holder of record of one or more Piedmont stock certificates or book-entry shares representing shares of Piedmont common stock immediately prior to the effective time that have been converted at the effective time into the right to receive the merger consideration, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Piedmont stock certificates shall pass, only upon proper delivery of the Piedmont stock certificates or book-entry shares to the exchange agent) and instructions for use in effecting the surrender of the Piedmont stock certificates or book-entry shares in exchange for book-entry shares representing the number of whole shares of United Bankshares common stock and any cash in lieu of fractional shares that the shares of Piedmont common stock represented by such Piedmont stock certificate or book-entry shares have been converted into the right to receive pursuant to the merger agreement, as well as any dividends or distributions to be paid pursuant to the merger agreement.

From and after the effective time, upon proper surrender of a Piedmont stock certificate or book-entry shares for exchange and cancellation to the exchange agent, together with such properly completed letter of transmittal, duly executed, the holder of such Piedmont stock certificates or book-entry shares shall be entitled to receive in exchange therefor, as applicable, (i) book-entry shares representing that number of whole shares of United Bankshares common stock to which such holder of Piedmont common stock shall have become entitled under the merger agreement and (ii) a check representing the amount of (A) any cash in lieu of fractional shares that such holder has the right to receive in respect of the Piedmont stock certificate or book-entry shares surrendered and (B) any dividends or distributions that the holder thereof has the right to receive pursuant to the merger agreement, and the Piedmont stock certificate or book-entry shares so surrendered shall forthwith be cancelled. Until surrendered, each Piedmont stock certificate or book-entry shares shall be deemed at any time after the effective time to represent only the right to receive, upon surrender, the merger consideration, any cash in lieu of fractional shares payable, and any cash in respect of dividends or distributions as contemplated by the merger agreement.

All shares of United Bankshares common stock to be issued pursuant to the merger shall be deemed issued and outstanding as of the effective time of the merger and if ever a dividend or other distribution is declared by United Bankshares in respect of the United Bankshares common stock, the record date for which is at or after the effective time of the merger, that declaration shall include dividends or other distributions in respect of all shares of United Bankshares common stock issuable pursuant to the merger agreement. No dividends or other distributions declared with respect to United Bankshares common stock shall be paid to the holder of any un-surrendered Piedmont stock certificate or book-entry shares until the holder thereof has surrendered such Piedmont Stock Certificate or book-entry shares. After the surrender of a Piedmont stock certificate or book-entry shares, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, with respect to the whole shares of United Bankshares common stock that the shares of Piedmont common stock represented by such Piedmont stock certificate or book-entry shares have been converted into (i) with a record date and a payment date on or after the effective time and on or prior to the date of such surrender, and (ii) at the appropriate payment date, with a record date on or after the effective time but prior to the date of such surrender and a payment date subsequent to the date of such surrender.

In the event of a transfer of ownership of a certificate formerly representing shares of Piedmont common stock and/or book-entry share representing Piedmont common stock that is not registered in the stock transfer

 

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records of Piedmont, the proper amount of cash and/or shares of United Bankshares common stock shall be paid or issued in exchange therefor to a person other than the person in whose name the certificate formerly representing shares of Piedmont common stock and/or book-entry share so surrendered is registered if the certificate formerly representing shares of Piedmont common stock and/or book-entry share formerly representing such Piedmont common stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a person other than the registered holder of the certificate formerly representing shares of Piedmont common stock and/or book-entry share or establish to the satisfaction of United Bankshares or Computershare that the tax has been paid or is not applicable.

After the completion of the merger, there will be no further transfers of Piedmont common stock. Piedmont stock certificates and book-entry shares presented for transfer after the completion of the merger will be cancelled and exchanged for the merger consideration.

If your Piedmont stock certificates have been either lost, stolen or destroyed, you will have to prove your ownership of these certificates and that they were lost, stolen or destroyed before you receive any consideration for your shares. Upon request, our exchange agent, Computershare, will send you instructions on how to provide evidence of ownership.

No Fractional Shares

Each holder of shares of common stock exchanged pursuant to the merger who would otherwise have been entitled to receive a fraction of a share of United Bankshares common stock shall receive, in lieu thereof, cash (without interest) in an amount, without any interest thereon, equal to the product of (i) the volume-weighted average price of United Bankshares common stock reported on Nasdaq for the last full trading day immediately preceding the date on which the merger is completed multiplied by (ii) the fraction of a share of United Bankshares common stock that such holder would otherwise be entitled to receive. A Piedmont shareholder whose direct shareholdings are represented by multiple Piedmont stock certificates will have all shares associated with those stock certificates aggregated for purposes of calculating whole shares and cash in lieu of fractional shares to be received upon completion of the merger.

Dissenters’ Rights

Shares of Piedmont common stock that are issued and outstanding immediately prior to the effective time of the merger and that are held by any shareholder who did not vote in favor of the merger (or consent thereto in writing) and who is entitled to demand and properly demands payment in cash of the “fair value” of such dissenting shares pursuant to, and who complies in all respects with, the provisions of the Georgia Business Corporations Code shall not be converted into or be exchangeable for the right to receive any of the merger consideration, but instead such shareholder shall be entitled to payment of the fair value of such dissenting shares in accordance with the applicable provisions of the Georgia Business Corporations Code. At the effective time of the merger, all dissenting shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each shareholder of dissenting shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such dissenting shares. Notwithstanding the foregoing, if any such shareholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to cash payment under the applicable provisions of the Georgia Business Corporations Code, or a court of competent jurisdiction shall determine that such shareholder is not entitled to the relief provided by the applicable provisions of the Georgia Business Corporations Code, then the right of such shareholder to be paid the fair value of such shareholder’s dissenting shares shall cease and such dissenting shares shall be deemed to have been converted at the effective time of the merger into, and shall have become, the right to receive the merger consideration. Piedmont agreed to give United Bankshares prompt written notice of any demands for cash payment of any shares of Piedmont common stock and any withdrawals of such demands, and the opportunity to participate in negotiations and

 

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proceedings with respect to such demands. Piedmont shall not, except with the prior written consent of United Bankshares, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. See “The Merger – Dissenters’ Rights” on page 51 for more information.

Accounting Treatment

The merger will be accounted for using acquisition accounting, in accordance with GAAP. As such, the assets and liabilities of Piedmont, as of the completion of the merger, will be recorded at their fair values as well as any identifiable intangible assets. Any remaining excess purchase price will be allocated to goodwill, will not be amortized and will be evaluated for impairment annually. Consolidated financial statements of United Bankshares issued after the consummation of the merger will reflect such values. In addition, costs incurred in connection with the business combination will be expensed as incurred unless related to the equity issuance. The operating results of Piedmont will be included in United Bankshares’ consolidated financial statements from the date the merger is consummated and afterwards.

Management and Operations after the Merger

The current directors and senior officers of United Bankshares are expected to continue in their current positions. Information about the current United Bankshares directors and executive officers can be found in the documents listed under “Where You Can Find More Information” beginning on page 95.

Resales of United Bankshares Common Stock

The shares of United Bankshares common stock to be issued to shareholders of Piedmont under the merger agreement have been registered under the Securities Act and may be freely traded without restriction by holders, including holders who were affiliates of Piedmont on the date of the annual meeting (except for such holders who become affiliates of United Bankshares as of the effective time of the merger via their appointment to the board of directors of United Bankshares or otherwise). All directors and executive officers of Piedmont are considered affiliates of Piedmont for this purpose.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

General

The following is a general discussion of the material U.S. federal income tax consequences of the merger to “U.S. holders” (as defined below) of Piedmont common stock who exchange such stock for shares of United Bankshares common stock pursuant to the merger. This discussion is based upon the Code, existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Such a change could affect the continuing validity of this summary. No assurance can be given that the IRS, would not assert, or that a court would not sustain, a position contrary to any of the tax consequences set forth below. To the extent this section consists of statements as to matters of U.S. federal income tax law, this section constitutes the opinion of Bowles Rice LLP, counsel to United Bankshares and the opinion of Alston & Bird LLP, counsel to Piedmont.

For purposes of this summary, a “U.S. holder” is a beneficial owner of Piedmont common stock that for U.S. federal income tax purposes is: (1) a citizen or resident of the United States; (2) a corporation, or an entity treated as a corporation, created or organized in or under the laws of the United States or any state or political subdivision thereof; (3) a trust (A) if (i) the administration thereof is subject to the primary supervision of a court within the United States, and (ii) one or more United States persons have the authority to control all substantial decisions of such trust or (B) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person; or (4) an estate that is subject to U.S. federal income tax on its income regardless of the source.

If a partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds Piedmont common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding Piedmont common stock, you should consult your tax advisor.

The following summary addresses only those U.S. holders that hold their Piedmont common stock as a capital asset within the meaning of Section 1221 of the Code. It does not address all the tax consequences that may be relevant to particular shareholders in light of their individual circumstances or to shareholders that are subject to special rules, including, without limitation: financial institutions; tax-exempt organizations; S corporations, partnerships or other pass-through entities (or an investor in an S corporation, partnership or other pass-through entity); insurance companies; mutual funds; controlled foreign corporations or passive foreign investment companies; regulated investment companies; real estate investment trusts; dealers in stocks or securities, or foreign currencies; non-U.S. holders; a trader in securities who elects the mark-to-market method of accounting for the securities; persons that hold shares as a hedge against currency risk, a straddle or a constructive sale or conversion transaction; holders who acquired their shares pursuant to the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan; holders who exercise dissenters’ rights; and holders of Piedmont stock options, stock warrants or debt instruments. In addition, the discussion does not address any excise tax, alternative minimum tax or any state, local or foreign tax consequences of the merger, nor does it address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010.

The Merger

The merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. Consummation of the merger is conditioned upon United Bankshares receiving an opinion from Bowles Rice LLP and upon Piedmont receiving an opinion from Alston & Bird LLP, both to the effect that, based upon facts, representations and assumptions set forth in such opinions, the merger constitutes a reorganization within the meaning of Section 368(a) of the Code. The issuance of the opinions is conditioned on, among other things, such tax counsel’s receipt of representation letters from each of Piedmont or United Bankshares, in each case in form

 

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and substance reasonably satisfactory to such counsel, and on customary factual assumptions. Neither of these opinions of counsel is binding on the IRS or the courts and no ruling has been, or will be, sought from the IRS as to the U.S. federal income tax consequences of the merger. Accordingly, each Piedmont shareholder should consult its own tax advisor with respect to the particular tax consequences of the merger to such holder. If either Piedmont or United Bankshares waives the opinion condition after the registration statement of which this proxy statement and prospectus forms a part is declared effective by the SEC, and if the tax consequences of the merger to Piedmont and United Bankshares shareholders have materially changed, Piedmont and United Bankshares will recirculate appropriate soliciting materials to resolicit the votes of the Piedmont stockholders.

Consequences to Piedmont and United Bankshares

Each of Piedmont and United Bankshares will be a party to the merger within the meaning of Section 368(b) of the Code, and neither Piedmont nor United Bankshares will recognize any gain or loss as a result of the merger.

Consequences to Shareholders

Exchange of Piedmont Common Stock for United Bankshares Common Stock. U.S. holders of Piedmont common stock that exchange all of their Piedmont common stock solely for United Bankshares common stock will not recognize income, gain or loss for U.S. federal income tax purposes, except, as discussed below, with respect to cash received in lieu of fractional shares of United Bankshares common stock.

Cash in Lieu of Fractional Shares. U.S. holders of Piedmont common stock that receive cash in lieu of fractional shares of United Bankshares common stock in the merger generally will be treated as if the fractional shares of United Bankshares common stock had been distributed to them as part of the merger, and then redeemed by United Bankshares in exchange for the cash actually distributed in lieu of the fractional shares, with the redemption generally qualifying as an “exchange” under Section 302 of the Code. Consequently, those holders generally will recognize capital gain or loss with respect to the cash payments they receive in lieu of fractional shares measured by the difference between the amount of cash received and the holder’s adjusted tax basis allocable to the fractional shares, and will be long-term capital gain or loss if, as of the effective date of the merger, the holding period of such shares is greater than one year. The deductibility of capital losses is subject to limitations.

Basis and Holding Period in United Bankshares Common Stock. Each U.S. holder’s aggregate tax basis in United Bankshares common stock received in the merger will be equal to the U.S. holder’s aggregate adjusted tax basis in the Piedmont common stock exchanged in the merger, decreased by the amount of any tax basis allocable to any fractional share interest for which cash is received (described above). The holding period of United Bankshares common stock received by a U.S. holder in the merger will include the holding period of the Piedmont common stock exchanged in the merger if the Piedmont common stock exchanged is held as a capital asset at the time of the merger. If a U.S. holder acquired different blocks of Piedmont common stock at different times or at different prices, the United Bankshares common stock such holder receives will be allocated pro rata to each block of Piedmont common stock, and the basis and holding period of each block of United Bankshares common stock such holder receives will be determined on a block-for-block basis depending on the basis and holding period of the blocks of Piedmont common stock exchanged for such block of United Bankshares common stock.

Backup Withholding and Reporting Requirements

U.S. holders of Piedmont common stock, other than certain exempt recipients, may be subject to backup withholding at a rate of 24% with respect to any cash payment received in the merger in lieu of fractional shares. However, backup withholding will not apply to any U.S. holder that either (a) furnishes to United Bankshares a correct taxpayer identification number and certifies that it is not subject to backup withholding (for example, on

 

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Form W-9) and United Bankshares and its exchange agent have not received notice to the contrary or (b) otherwise proves to United Bankshares and its exchange agent that the U.S. holder is exempt from backup withholding.

In addition, U.S. holders of Piedmont common stock are required to retain permanent records and make such records available to any authorized IRS officers and employees. The records should include the number of shares of Piedmont stock exchanged, the number of shares of United Bankshares stock received, the fair market value and tax basis of Piedmont shares exchanged and the U.S. holder’s tax basis in the United Bankshares common stock received.

If a U.S. holder of Piedmont common stock that exchanges such stock for United Bankshares common stock is a “significant holder” with respect to Piedmont, the U.S. holder is required to include a statement with respect to the exchange on or with the federal income tax return of the U.S. holder for the year of the exchange. A U.S. holder of Piedmont common stock will be treated as a significant holder in Piedmont if the U.S. holder’s ownership interest in Piedmont is five percent (5%) or more of Piedmont’s issued and outstanding common stock or if the U.S. holder’s basis in the shares of Piedmont stock exchanged is one million dollars ($1,000,000) or more. The statement must be prepared in accordance with Treasury Regulation Section 1.368-3 and must be entitled “STATEMENT PURSUANT TO §1.368-3(b) BY [INSERT NAME AND TAXPAYER IDENTIFICATION NUMBER (IF ANY) OF TAXPAYER], A SIGNIFICANT HOLDER”. The statement must include the names and employer identification numbers of Piedmont and United Bankshares, the date of the merger, and the fair market value and tax basis of Piedmont shares exchanged (determined immediately before the merger).

The discussion of material U.S. federal income tax consequences set forth above does not purport to be a complete analysis or listing of all potential tax effects that may apply to a holder of Piedmont common stock. This discussion is for general information purposes only and is not tax advice. We strongly encourage shareholders of Piedmont to consult their tax advisors to determine the particular tax consequences to them of the merger, including the application and effect of federal, state, local, foreign and other tax laws.

 

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INFORMATION ABOUT UNITED BANKSHARES INC. AND PIEDMONT BANCORP, INC.

United Bankshares

United Bankshares is a West Virginia corporation registered as a bank holding company pursuant to the BHCA. United Bankshares elected to be a financial holding company effective April 2, 2017. United Bankshares was incorporated on March 26, 1982, organized on September 9, 1982, and began conducting business on May 1, 1984 with the acquisition of three wholly-owned subsidiaries. Since its formation in 1982, United Bankshares has acquired 33 banking institutions. United Bankshares’ banking subsidiary, United Bank, a Virginia banking corporation, offers a full range of commercial and retail banking services and products. United Bankshares also owns nonbank subsidiaries that engage in other community banking services such as asset management, real property title insurance, investment banking, financial planning and brokerage services.

As a financial holding company, United Bankshares’ present business is community banking. As of March 31, 2024, United Bankshares’ consolidated assets approximated $30 billion and total shareholders’ equity approximated $4.8 billion. At March 31, 2024, United Bankshares’ loan portfolio, net of unearned income, was $21.52 billion and its deposits were $22.92 billion.

The principal executive offices of United Bankshares are located in Charleston, West Virginia at 300 United Centre, 500 Virginia Street, East. The telephone number for United Bankshares’ principal executive offices is (304) 424-8800. United Bankshares’ website can be accessed at https://www.ubsi-inc.com. Information contained on the websites of United Bankshares or any subsidiary of United Bankshares does not constitute a part of this prospectus and proxy statement and is not incorporated into other filings that United Bankshares makes with the SEC. United Bankshares’ common stock is traded on Nasdaq under the symbol “UBSI”.

United Bankshares banking subsidiary, United Bank, operates a total of 218 branch offices consisting of 79 branch offices in Virginia, including its main office, 48 branch offices in West Virginia, 43 branch offices in North Carolina, 25 branch offices in South Carolina, 11 branch offices in Maryland, 7 branch offices in the District of Columbia, 4 branch offices in Pennsylvania and 1 branch office in Ohio.

For more information regarding United Bankshares, please see United Bankshares’ Annual Report on Form 10-K for the year ended December 31, 2023, its quarterly report on Form 10-Q for the quarter ended March 31, 2024 and its proxy statement for its 2024 Annual Meeting of Shareholders, each of which are incorporated into this prospectus and proxy statement by reference.

Piedmont

General

Piedmont is a Georgia corporation that was organized in January 2008 to serve as the holding company for The Piedmont Bank, a Georgia state-chartered bank founded in 2006. Piedmont has no material business operations at the holding company level other than owning and managing its wholly-owned banking subsidiary, Piedmont Bank. Piedmont’s primary activities are to provide assistance in the management and coordination of the financial resources of Piedmont Bank. Piedmont’s principal asset is the outstanding capital stock of Piedmont Bank, and Piedmont derives its revenues primarily from the operations of Piedmont Bank in the form of dividends received from Piedmont Bank.

Piedmont Bank is a state-chartered bank, chartered under the laws of the State of Georgia, which offers a broad range of commercial and consumer banking services to small and mid-sized businesses and individuals. Headquartered in Peachtree Corners, Georgia, Piedmont Bank operates 16 offices located in communities throughout Georgia in the counties of Cobb, Dekalb, Forsyth, Gwinnett, Hall, Jackson, Paulding and White, Georgia. It serves businesses, professionals and consumers with a wide variety of financial services, including

 

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retail and commercial banking. Some of the products that Piedmont Bank offers include checking accounts, savings accounts, money market accounts, cash management accounts, certificates of deposit, commercial and industrial loans, commercial real estate loans, construction and development loans, residential mortgages, consumer loans, credit cards, online banking, telephone banking and mobile banking.

As a bank holding company, Piedmont is subject to supervision and regulation by the Federal Reserve. As a state-chartered bank, Piedmont Bank is subject to supervision and regulation by the Georgia Department of Banking and Finance and the Federal Deposit Insurance Corporation.

As of March 31, 2024, Piedmont had total assets of $2.1 billion, total loans of approximately $1.7 billion, total liabilities of approximately $1.9 billion, total deposits of approximately $1.8 billion, and total shareholders’ equity of approximately $195 million.

Piedmont’s principal office is located at 5100 Peachtree Parkway, Peachtree Corners, Georgia 30092, and its telephone number at that location is (770) 246-0011. For more information, see the Piedmont Bank’s website at https://piedmont.bank. The information on Piedmont’s website is not part of this proxy statement/prospectus, and the reference to the Piedmont website address does not constitute incorporation by reference of any information on that website into this proxy statement/prospectus.

Products and Services

Piedmont Bank is a community-oriented, full-service financial institution that is engaged in substantially all of the business operations customarily conducted by independent financial institutions in Georgia. Piedmont Bank offers a full complement of deposit, loan, and cash management products, including savings accounts, checking accounts, money market accounts, certificates of deposit, commercial loans, real estate loans and other installment and term loans and lines of credit, and a host of electronic products. The terms of these loans vary by purpose and by type of underlying collateral, if any. Loan products are designed to meet the needs of the community while providing an appropriate risk-adjusted return to the bank. The bank does a substantial amount of business with individuals, as well as customers in small to medium-sized commercial, industrial, and professional businesses.

Deposits represent Piedmont Bank’s primary source of funds to support earning assets. The bank offers traditional depository products, including checking, savings, money market, and certificates of deposit with a variety of rates. Deposit products are structured to be competitive with rates, fees, and features offered by other local institutions. For the convenience of its customers, the bank also offers drive-through banking facilities, automated teller machines, credit cards, debit cards, night depositories, personalized checks and safe deposit boxes.

Competition

Piedmont Bank encounters strong competition both in making loans and in attracting deposits. The deregulation of the banking industry and the widespread enactment of state laws which permit multi-bank holding companies as well as an increasing level of interstate banking have created a highly competitive environment for commercial banking. In one or more aspects of its business, Piedmont Bank competes with other commercial banks, savings and loan associations, credit unions, finance companies, mutual funds, insurance companies, brokerage and investment banking companies, and other financial intermediaries. Most of these competitors, some of which are affiliated with bank holding companies, have substantially greater resources and lending limits, and may offer certain services that Piedmont Bank does not currently provide. In addition, many of Piedmont Bank’s non-bank competitors are not subject to the same extensive federal regulations that govern bank holding companies and federally insured banks. Recent federal and state legislation has heightened the competitive environment in which financial institutions must conduct their business, and the potential for

 

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competition among financial institutions of all types has increased significantly. There is no assurance that increased competition from other financial institutions will not have an adverse effect on Piedmont Bank’s operations.

Legal Proceedings

From time to time, Piedmont or its subsidiaries may become a party to various litigation matters incidental to the conduct of its business. However, neither Piedmont nor any of its subsidiaries is presently party to any legal proceeding the resolution of which, in the opinion of Piedmont’s management, would be expected to have a material adverse effect on Piedmont’s business, operating results, financial condition, or prospects.

Employees

As of March 31, 2024, Piedmont did not have any full-time equivalent employees and Piedmont Bank employed 209 full-time equivalent employees. No employees of Piedmont or Piedmont Bank are covered by a collective bargaining agreement. Piedmont considers its relationship with its employees to be good.

Properties

The main office of Piedmont is located at 5100 Peachtree Parkway, Peachtree Corners, Georgia 30092. Piedmont Bank has 16 offices located in communities throughout Georgia in the counties of Cobb, Dekalb, Forsyth, Gwinnett, Hall, Jackson, Paulding and White, Georgia.

Management

Directors. The boards of directors of Piedmont and Piedmont Bank are comprised of the same 10 individuals. The directors of Piedmont serve three year staggered terms, and until their respective successor has been duly elected and qualified. The following sets forth certain information regarding the directors of Piedmont and Piedmont Bank.

 

Name		Principal Occupation
W. Ray Barnes		Former Chairman, Westside Bank Board of Directors
C. Lamar Black		Owner, P&B Petroleum, an oil distribution company
E. Ray Black		Owner, Cleveland Drug Company, a retail pharmacy
Robert D. Cheeley		Attorney, Cheeley Law Group, LLC
Paul D. Donaldson		Retired, Former Owner, Donaldson and Associates, a real estate development partnership
John J. Howard		Vice Chairman of the Board of Directors; President and Co-Owner, Howard Brothers, Inc., a retail hardware and outdoor power equipment company
Kelly J. Johnson		Retired, Chief Financial Officer and Secretary, Piedmont Bancorp ,Inc.; Retired, Senior Vice President and Chief Financial Officer of The Piedmont Bank
J. Paul Maggard		Co-Owner Maggard Enterprises and Maggard Investments LLC; commercial real estate investment partnership
T. Michael Tennant		Attorney and Senior Counsel, Alston & Bird LLP, Retired
Monty G. Watson		Chairman and Chief Executive Officer, Piedmont Bancorp, Inc.; Chairman and Chief Executive Officer of The Piedmont Bank

 

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Executive Officers. The following sets forth information regarding the executive officers of Piedmont and Piedmont Bank. The officers of Piedmont and Piedmont Bank serve at the pleasure of their respective board of directors.

 

Name		Principal Occupation
Monty G. Watson		Chief Executive Officer, Piedmont Bank and Piedmont
Philip F. Resch		Chief Financial Officer, Piedmont Bank and Piedmont
Christopher S. Elsevier		Senior Vice President and Chief Credit Officer, Piedmont Bank

 

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DESCRIPTION OF UNITED BANKSHARES CAPITAL STOCK

General

The authorized capital stock of United Bankshares consists of 200,000,000 shares of common stock, par value $2.50 per share, and 50,000,000 shares of preferred stock, par value of $1.00 per share. United Bankshares has 135,195,943 shares of common stock outstanding and no shares of preferred stock outstanding, each as of June 26, 2024. The outstanding shares are held by approximately 9,096 shareholders of record, as well as 43,920 shareholders in street name as of June 26, 2024. All outstanding shares of United Bankshares common stock are fully paid and nonassessable. The unissued portion of United Bankshares’ authorized common stock (subject to registration approval by the SEC) and the treasury shares are available for issuance as the board of directors of United Bankshares determines advisable.

Common Stock

Voting Rights. United Bankshares has only one class of stock issued and outstanding and all voting rights are vested in the holders of United Bankshares common stock. On all matters subject to a vote of shareholders, the shareholders of United Bankshares will be entitled to one vote for each share of common stock owned. United Bankshares does not have a classified board of directors. Shareholders of United Bankshares have cumulative voting rights with regard to election of directors. At the present time, no senior securities of United Bankshares are outstanding, nor does the board of directors presently contemplate issuing senior securities.

Dividend Rights. The shareholders of United Bankshares are entitled to receive dividends when and as declared by its board of directors. Dividends have been paid quarterly. Dividends were $0.74 for the first six months of 2024, $1.45 per share in 2023, $1.44 per share in 2022 and $1.41 per share in 2021. The payment of dividends is subject to the restrictions set forth in the West Virginia Business Corporation Act and the limitations imposed by the Federal Reserve.

Payment of dividends by United Bankshares is dependent upon receipt of dividends from its banking subsidiaries. Payment of dividends by United Bankshares’ state member banking subsidiary is regulated by the West Virginia Business Corporation Act and the limitations imposed by the Federal Reserve and generally, the prior approval of the Federal Reserve is required if the total dividends declared by a state member bank in any calendar year exceeds its net profits, as defined, for that year combined with its retained net profits for the preceding two years. Additionally, prior approval of the Federal Reserve is required when a state member bank has deficit retained earnings but has sufficient current year’s net income, as defined, plus the retained net profits of the two preceding years. The Federal Reserve may prohibit dividends if it deems the payment to be an unsafe or unsound banking practice. The Federal Reserve has issued guidelines for dividend payments by state member banks emphasizing that proper dividend size depends on the bank’s earnings and capital.

Liquidation Rights. Upon any liquidation, dissolution or winding up of its affairs, the holders of United Bankshares common stock are entitled to receive pro rata all of the assets of United Bankshares for distribution to shareholders. There are no redemption or sinking fund provisions applicable to the common stock.

Assessment and Redemption. Shares of United Bankshares common stock presently outstanding are validly issued, fully paid and nonassessable. There is no provision for any voluntary redemption of United Bankshares common stock.

Transfer Agent and Registrar. The transfer agent and registrar for United Bankshares common stock is Computershare.

Preferred Stock

On December 23, 2008, the shareholders of United Bankshares authorized the issuance of preferred stock up to 50,000,000 shares with a par value of $1.00 per share. The authorized preferred stock may be issued by the

 

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United Bankshares board of directors in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the United Bankshares board of directors. Currently, no shares of preferred stock have been issued.

The authorization of preferred stock will not have an immediate effect on the holders of United Bankshares common stock. The actual effect of the issuance of any shares of preferred stock upon the rights of the holders of common stock cannot be stated until the United Bankshares board of directors determines the specific rights of any shares of preferred stock. However, the effects might include, among other things, restricting dividends on common stock, diluting the voting power of common stock, reducing the market price of common stock or impairing the liquidation rights of the common stock without further action by the shareholders. Holders of the common stock will not have preemptive rights with respect to the preferred stock.

Preemptive Rights

No holder of any share of the capital stock of United Bankshares has any preemptive right to subscribe to an additional issue of its capital stock or to any security convertible into such stock.

Certain Provisions of the Bylaws

Indemnification and Limitations on Liability of Officers and Directors

As permitted by the West Virginia Business Corporation Act, the United Bankshares articles of incorporation contain provisions that indemnify its directors and officers to the fullest extent permitted by West Virginia law. These provisions do not limit or eliminate the rights of United Bankshares or any shareholder to seek an injunction or any other non-monetary relief in the event of a breach of a director’s or officer’s fiduciary duty. In addition, these provisions apply only to claims against a director or officer arising out of his or her role as a director or officer and do not relieve a director or officer from liability if he or she engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.

In addition, the United Bankshares articles of incorporation provide for the indemnification of both directors and officers for expenses that they incur in connection with the defense or settlement of claims asserted against them in their capacities as directors and officers. This right of indemnification extends to judgments or penalties assessed against them. United Bankshares has limited its exposure to liability for indemnification of directors and officers by purchasing directors and officers liability insurance coverage.

The rights of indemnification provided in the United Bankshares articles of incorporation are not exclusive of any other rights that may be available under any insurance or other agreement, by vote of shareholders or disinterested directors or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling United Bankshares pursuant to the foregoing provisions, United Bankshares has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Shares Eligible for Future Sale

All of the shares that will be exchanged for shares of United Bankshares common stock upon consummation of the merger will be freely tradable without restriction or registration under the Securities Act.

 

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United Bankshares cannot predict the effect, if any, that future sales of shares of its common stock, or the availability of shares for future sales, will have on the market price prevailing from time to time. Sales of substantial amounts of shares of United Bankshares common stock, or the perception that such sales could occur, could adversely affect the prevailing market price of the shares.

 

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COMPARATIVE RIGHTS OF SHAREHOLDERS

The rights of United Bankshares shareholders are governed by the West Virginia Business Corporation Act. The rights of Piedmont shareholders are governed by the Georgia Business Corporations Code. The rights of shareholders under both corporations are also governed by their respective articles of incorporation and bylaws. Following the merger, the rights of Piedmont shareholders that receive United Bankshares common stock will be governed by the articles and bylaws of United Bankshares. This summary does not purport to be a complete discussion of, and is qualified in its entirety by reference to, Piedmont’s articles of incorporation and bylaws, United Bankshares’ articles of incorporation and bylaws, Georgia law and West Virginia law.

Authorized Capital Stock

 

United Bankshares   200,000,000 shares of common stock, $2.50 par value per share and 50,000,000 shares of preferred stock, $1.00 par value per share.		Piedmont   50,000,000 shares of common stock, $0.01 par value per share and 1,000,000 shares of preferred stock, no par value per share.

Preemptive Rights

 

United Bankshares   The United Bankshares articles of incorporation provide that shareholders do not have preemptive rights to purchase, subscribe for, or take any part of any stock, whether unissued or treasury shares, or any part of the notes, debentures, bonds or other securities issued, optioned or sold by United Bankshares.		Piedmont   The articles of incorporation of Piedmont do not provide for preemptive rights to subscribe to or purchase any shares of any class of stock of Piedmont.

Size of Board of Directors

 

United Bankshares   United Bankshares’ bylaws provide that the board of directors shall consist of at least 5 and no more than 35 directors, provided that the number may be increased or decreased from time to time by an amendment to the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. The United Bankshares board of directors currently consists of 14 individuals, all of whom are elected annually.		Piedmont   Piedmont’s bylaws provide that the board of directors shall be fixed or changed in such manner as may be determined by the shareholders or the directors then in office. The Piedmont board of directors currently consists of 10 individuals.

Cumulative Voting for Directors

Cumulative voting entitles each shareholder to cast an aggregate number of votes equal to the number of voting shares held, multiplied by the number of directors to be elected. Each shareholder may cast all of his or her votes for one nominee or distribute them among two or more nominees, thus permitting holders of less than a majority of the outstanding shares of voting stock to achieve board representation. Where cumulative voting is not permitted, holders of all outstanding shares of voting stock of a corporation elect the entire board of directors of the corporation.

 

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United Bankshares   United Bankshares shareholders are allowed to cumulate their votes in the election of directors. Each share of United Bankshares stock may be voted for as many individuals as there are directors to be elected. Directors are elected by a plurality of the votes cast by the holders entitled to vote at the meeting.		Piedmont   Piedmont shareholders are not allowed to cumulate their votes in the election of directors. Directors are elected at any meeting of shareholders at which a quorum is present if the votes cast for such director exceed the votes cast against such director, provided, however, that directors shall be elected by a plurality of the votes cast by the holders entitled to vote at the meeting if the number of director nominees is greater than the number of directors to be elected.

Classes of Directors

 

United Bankshares   United Bankshares only has one class of directors.		Piedmont   Piedmont only has one class of directors.

Qualifications of Directors

 

United Bankshares   United Bankshares has retirement provisions based on age and minimum requirements for stock ownership for outside directors in its Corporate Governance Policy.		Piedmont   The Georgia Business Corporations Code requires that directors be natural persons who are 18 years of age or older. Neither Piedmont’s articles of incorporation nor its bylaws have further qualifications for its directors.

Filling Vacancies on the Board

 

United Bankshares   United Bankshares’ bylaws provide that each vacancy existing on the board of directors and any directorship to be filled by reason of an increase in the number of directors, unless the articles of incorporation or bylaws provide that a vacancy shall be filled in some other manner, may be filled by the affirmative vote of a majority of the remaining directors at an annual, regular or annual meeting of the board of directors. Any directorship to be filled by the board of directors by reason of a vacancy or an increase in the number of directors may be filled for a term of office continuing only until the next election of directors by the shareholders.		Piedmont   Piedmont’s bylaws provide that any vacancy in the board of directors, including vacancies resulting from any increase in the authorized number of directors may be filled by an affirmative vote of a majority of the directors present at the meeting, and the directors so chosen shall hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

 

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Removal of Directors

 

United Bankshares   Under West Virginia law any member of the board may be removed, with or without cause, by the affirmative vote of a majority of all the votes entitled to be cast for the election of directors; provided, however, that a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director’s removal.		Piedmont   Piedmont’s bylaws provide that any director may be removed from office, with or without cause, upon the vote of the shareholders holding a majority of the shares entitled to be cast with respect to the election of directors, at a meeting with respect to which notice of such purpose is given.

Notice of Shareholder Proposals and Director Nominations

 

United Bankshares   Shareholders may make a nomination for director provided that such nomination or nominations must be made in writing, signed by the shareholder and received by the Chairman or President of United Bankshares no later than 10 days from the date the notice on the meeting of shareholders was mailed; however, in the event the notice is mailed less than 13 days prior to the meeting, such nomination or nominations must be received no later than three days prior to any meeting of the shareholders wherein directors are to be elected. United Bankshares’ bylaws do not address shareholder proposals except with regard to the nomination of directors.		Piedmont   Piedmont’s bylaws provide that a special meeting of the shareholders may be called at any time by the President or any holder or holders of at least 25% of the votes entitled to be cast on any issue proposed to be considered at the meeting. Notice of any special meeting of shareholders shall state the time, place, and purpose or purposes for which the special meeting is called.

Anti-Takeover Provisions – Business Combinations

 

United Bankshares   United Bankshares’ articles of incorporation and bylaws do not contain any anti-takeover provisions. In addition, West Virginia corporate law does not contain statutory provisions concerning restrictions on business combinations.		Piedmont   Piedmont’s articles of incorporation and bylaws do not contain any anti-takeover provisions. Under Georgia law, there are statutory provisions restricting “business combinations” and permitting a 180-day dead-hand poison pill. A poison pill is a device commonly used to protect against a hostile takeover attempt or unwanted stockholder activism, by giving all stockholders other than the unwelcome acquiror, stockholder activist or hostile bidder the right to buy additional stock at a substantial discount. A 180-day dead-hand poison pill prevents newly elected directors from redeeming a poison pill for up to 180 days following such director’s initial election. Neither of the anti-takeover provisions in Georgia law are applicable to the transactions contemplated by the merger.

 

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Shareholder Action Without a Meeting

West Virginia law provides that action required or permitted by law to be taken at a shareholders’ meeting may be taken without a meeting and without prior notice, if a written consent which describes the action is signed by all of the shareholders entitled to vote on the matter and is filed with the records of the shareholder meeting.

Georgia law provides that action required or permitted by law to be adopted or taken at a shareholders’ meeting may be taken without a meeting if the action is taken by all the shareholders entitled to vote on the action or, if so provided in the articles of incorporation, by persons who would be entitled to vote at a meeting shares having voting power to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. The action must be evidenced by one or more written consents bearing the date of signature and describing the action taken, signed by shareholders entitled to take action without a meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

 

United Bankshares   United Bankshares’ articles of incorporation and bylaws are silent as to shareholder action without a meeting. Accordingly, West Virginia law governs.		Piedmont   Piedmont’s bylaws provide that any action to be taken at a meeting of the shareholders, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by the holders of all of the shares entitled to vote with respect to the subject matter thereof.

Calling Annual Meetings of Shareholders

 

United Bankshares   The annual meeting of the shareholders of United Bankshares shall be held on the third Monday in May of each calendar year or on such other date as may be designated in the notice and call of such meeting, at the principal office of United Bankshares, or at such other place either within or without the State of West Virginia as the board of directors shall, from time to time, determine, and the place and the hour at which such meeting shall be held shall be stated in the notice and call of such meeting.		Piedmont   The annual meeting of shareholders for the election of directors and for the transaction of whatever other business may properly come before the meeting, shall be held at such date, time and place, either within or without the State of Georgia, as may be designated from time to time by the board of directors and stated in the notice of the meeting.

Notice of Meetings

 

United Bankshares   United Bankshares’ bylaws require that the notice of annual and annual meetings be given by mailing to each shareholder a written notice specifying the time and place of such meeting, and, in the case of annual meetings, the business to be transacted. The notice must be mailed to the last addresses of the shareholders as		Piedmont   Notice of any annual or special meeting of Piedmont shareholders must be given in writing, at least 10 days prior to but not more than 50 days prior to the date thereof, to each shareholder unless notice is waived by an instrument in writing executed before or after the meeting.

 

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they respectively appear upon the books of United Bankshares, and in the case of annual meetings, not less than 10 days, and in the case of special meetings, not less than 5 days, before the date of such meeting.

Vote Required for Amendments to Articles of Incorporation and Certain Transactions

West Virginia law and Georgia law provide that on matters other than the election of directors and certain extraordinary corporate actions, if a quorum is present, then action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law or the articles of incorporation or bylaws. The articles of incorporation or bylaws of United Bankshares and Piedmont do not require a greater number. An abstention is not considered a “vote cast” for purposes of the voting requirements, but a shareholder who abstains in person or by proxy is considered present for purposes of the quorum requirement.

 

United Bankshares   Under West Virginia law, the United Bankshares articles of incorporation may be amended by the affirmative vote of a majority of all votes of shareholders entitled to be cast on the matter, unless a different number is specified in the articles of incorporation or required by the board of directors. The United Bankshares articles of incorporation do not specify a different number.   Under West Virginia law, a consolidation, merger, share exchange or transfer must be approved by the shareholders of the corporation at a meeting at which a quorum exists consisting of at least a majority of the votes entitled to be cast on the matter. The United Bankshares articles of incorporation do not provide for a different number.		Piedmont   Under Georgia law, any amendments to a corporation’s articles of incorporation must be by a majority of the votes entitled to be cast on the amendment by each voting group entitled to vote on the amendment. The articles of incorporation may provide for a greater vote or a vote by separate voting groups.   Piedmont’s articles of incorporation are silent as to voting required for amendments, therefore the majority requirement outlined above is necessary for any amendment to the articles of incorporation.   Under Georgia law, a consolidation, merger, share exchange or transfer must be approved by a majority of all the votes entitled to be cast on the plan by all shares entitled to vote on the plan, voting as a single voting group and a majority of all the votes entitled to be cast by holders of the shares of each voting group entitled to vote separately on the plan as a voting group by the articles of incorporation. The Piedmont articles of incorporation do not provide for a different number.

Amendment of Bylaws

 

United Bankshares   Under West Virginia law, the United Bankshares bylaws may be amended by the affirmative vote of a majority of all votes of shareholders entitled to be cast on the matter, unless a different number is specified in the articles of incorporation or required by the board of		Piedmont   Piedmont’s bylaws may be amended or repealed, or new bylaws may be adopted, by a vote of a majority of the total number of directors present at any regular or special meeting. Additionally, Piedmont’s bylaws may be amended at any annual or special meeting of the shareholders by a vote of a majority of the shares

 

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directors. The United Bankshares articles of incorporation do not specify a different number. Under West Virginia law and United Bankshares’ bylaws, both the board of directors and shareholders have the power to amend the bylaws.		of Piedmont’s common stock issued, outstanding, and entitled to vote, so represented in person or by proxy at the meeting if there is a quorum, except that under Georgia law, shareholders may not amend (but may repeal) a bylaw adopted by the board of directors regarding a plurality standard for the election of directors.

Dissenters’ or Appraisal Rights

 

United Bankshares   Under West Virginia law, shareholders are generally entitled to object and receive payment of the fair value of their stock in the event of any of the following corporate actions: merger, transfer of all or substantially all of the corporation’s assets, participation in a share exchange as the corporation the stock of which is to be acquired, or an amendment to the articles of incorporation that reduces the number of shares of a class or series owned by shareholders to a fraction of a share if the corporation has the obligation or right to repurchase the fractional shares. However, appraisal rights are not available to shareholders in the event of one of the foregoing corporate actions if the stock is (i) listed on the New York Stock Exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held by 2,000 or more shareholders and the outstanding shares of stock, excluding shares held by affiliates or shareholders holding more than 10% of the outstanding shares, have an aggregate market value of $20 million or more.		Piedmont   Under Georgia law, shareholders are generally entitled to object and receive payment of the fair value of their stock in the event of any of the following corporate actions: merger, transfer of all or substantially all of the corporation’s assets, participation in a share exchange as the corporation the stock of which is to be acquired, or an amendment to the articles of incorporation that reduces the number of shares of a class or series owned by shareholders to a fraction of a share if the corporation has the obligation or right to repurchase the fractional shares. However, such rights are not available to shareholders in the event of one of the foregoing corporate actions if the stock is traded in an organized market or the company has more than 2,000 shareholders.   Appraisal rights are available to the shareholders of Piedmont in connection with the proposed merger.

Dividends

 

United Bankshares   A West Virginia corporation generally may pay dividends in cash, property or its own shares except when the corporation is unable to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the dividend, to satisfy any shareholders who have rights superior to those receiving the dividend.		Piedmont   A Georgia corporation generally may pay dividends in cash, property or its own shares except when the corporation is unable to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the dividend, to satisfy any shareholders who have rights superior to those receiving the dividend. In addition, as is true for Piedmont, other restrictions may apply under laws and regulations affecting bank holding companies, including the responsibility to maintain adequate capital in its banking subsidiary.

 

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Discharge of Duties; Exculpation and Indemnification

West Virginia law requires that a director of a West Virginia corporation discharge duties as a director in good faith, in a manner reasonably believed to be in the best interest of the corporation and with the care that a person in a like position would reasonably believe appropriate under similar circumstances.

Georgia law requires that a director of a Georgia corporation discharge duties as a director in good faith and with the degree of care an ordinarily prudent person in a like position would exercise under similar circumstances.

 

United Bankshares   United Bankshares’ articles of incorporation provide that each director or officer of United Bankshares shall be indemnified for costs and expenses arising out of any criminal or civil suit or proceeding against the director or officer by reason of being a director or officer of United Bankshares. However, a director or officer shall not be indemnified if he or she is adjudged in such suit or proceeding to be liable for gross negligence or willful misconduct in performance of a duty owed to the corporation.		Piedmont   Piedmont’s articles of incorporation provide that a director of Piedmont shall not be liable to Piedmont or its shareholders for monetary damages, except for liability resulting from such person having engaged in (a) any appropriation, in violation of such director’s duties, of any business opportunity of Piedmont, (b) acts or omissions which involve intentional misconduct or a knowing violation of law, (c) liabilities of a director imposed by the Georgia Business Corporations Code, or (d) any transaction from which such director received an improper personal benefit. Piedmont’s articles of incorporation provide that the corporation shall (a) indemnify Piedmont’s directors from all liabilities they incur with respect to any proceeding to which they are parties because they are or were directors, regardless of whether the proceeding is brought by or in the right of Piedmont and regardless of whether they shall have been successful, wholly or otherwise, in the defense thereof, or (b) pay for or promptly reimburse any reasonable expenses they incur in the defense of such proceeding. Piedmont shall also pay or reimburse the expenses incurred by its directors in connection with or in preparation for their appearance as witnesses in a proceeding involving or relating to Piedmont at a time when they are not parties, and for all reasonable fees and expenses its directors incur in successfully enforcing their rights to indemnification or advancement, payment or reimbursement of expenses by Piedmont. Piedmont shall further indemnify and advance expenses to its officers, for their conduct in their official capacities, to the same extent as its directors and to the fullest extent permitted by the Georgia Business Corporations Code, except that Piedmont is not obligated, but is authorized, (a) in cases where the proceeding is brought directly by Piedmont (and not brought derivatively in the right of Piedmont) against the officer, in an action authorized by two-thirds of the independent members of the board of directors, to

 

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		indemnify and advance expenses to officers as to claims based upon alleged acts or omissions constituting gross negligence or bad faith on the part of the officer and to advance expenses to officers in such a proceeding as to claims based upon the officer’s alleged appropriation, in violation of his or her duties, of any business opportunity of Piedmont, intentional misconduct or knowing violation of law, liabilities imposed by the Georgia Business Corporations Code, or any transaction from which the officer received an improper personal benefit, or (b) to advance expenses to an officer in a criminal proceeding brought against the officer for alleged criminal conduct that is alleged to have caused loss to Piedmont unless the expenses in such a criminal proceeding are in fact paid or reimbursed by insurance (after payment of any retention due) on a current basis.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF

PIEDMONT BANCORP, INC.

The following table sets forth certain information as of June 30, 2024, concerning the number and percentage of shares of Piedmont common stock beneficially owned by (1) each of Piedmont’s directors and named executive officers, (2) Piedmont’s directors and executive officers as a group, and (3) each holder of 5% or more of the outstanding shares of Piedmont common stock. Beneficial ownership includes shares, if any, held in the name of the spouse, minor children or other relatives of the individual living in such person’s home, as well as shares, if any, held in the name of another person under an arrangement whereby the director, or executive officer can vest title in himself or herself at once or at some future time. Except as otherwise indicated, the named person possesses sole voting and sole investment power with respect to all such shares, and none of such shares are pledged as security.

 

		Number of Shares of Common Stock Beneficially Owned(1)				Percentage of Class Beneficially Owned(2)
Directors and Executive Officers:
W. Ray Barnes(3)			501,641				1.91	%
C. Lamar Black(4)			289,308				1.10	%
E. Ray Black(5)			223,067				*
Robert D. Cheeley(6)			550,750				2.12	%
Paul D. Donaldson(7)			893,290				3.41	%
John J. Howard(8)			874,568				3.33	%
Kelly J. Johnson(9)			397,579				1.52	%
J. Paul Maggard(10)			1,302,414				4.96	%
T. Michael Tennant(11)			137,171				*
Monty G. Watson(12)			1,228,807				4.68	%
Philip F. Resch			0				*
Christopher S. Elsevier(13)			177,099				*
Current Directors and Executive Officers as a Group (12 persons)			6,580,694				25.09	%
Name and Address of holders 5% or more of the outstanding shares Charles P. Stephens, et al(14)			2,205,925				8.41	%

 

*	Percentage of ownership is less than one percent of the outstanding shares of Piedmont common stock.

(1)

In accordance with Rule 13d-v3 under the Exchange Act, a person is deemed to be the beneficial owner for purposes of this table, of any shares of Piedmont common stock if he or she has shares or voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from June 30, 2024. As used herein, “voting power” is the power to vote or direct the voting of shares, and “investment power” is the power to dispose or direct the disposition of shares. The nature of beneficial ownership for shares shown in this column, unless otherwise noted, represents sole voting and investment power.

(2)	The percentages of beneficial ownership in the following table are calculated in relation to the 25,575,047 shares of Piedmont common stock that were outstanding as of the record date for the Piedmont annual meeting plus exercisable stock warrants.

(3)	Includes 461,949 shares owned individually and 39,692 shares owned by his wife.

(4)	Includes 289,308 shares owned individually.

(5)	Includes 216,905 shares owned individually and 6,162 shares owned by his wife.

(6)	Includes 10,000 shares owned individually, 174,927 shares owned jointly with his wife, 320,170 shares held in his IRA, and 50,653 warrants to purchase shares of Piedmont common stock.

 

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