Good morning. Welcome to United Community Banks conference call discussing today's announcement of a definitive agreement to sell its equipment finance business, Navitas, to funds managed by Wafra Inc. Hosting the call today are Chairman and Chief Executive Officer, Lynn Harton, and Chief Financial Officer, Jefferson Harralson. United's presentation today includes references to non-GAAP financial information. For these non-GAAP financial measures, United has provided a reconciliation to the corresponding GAAP financial measure at the end of the investor presentation. Copies of the press release and investor presentation discussing the transaction were filed this morning on Form 8-K with the SEC, and a replay of this call will be available in the investor relations section of the company's website at ucbi.com. Please be aware that during this call, forward-looking statements may be made by representative of United. Any forward-looking statement should be considered in the light of risks and uncertainties described on pages five and six of the company's 2025 Form 10-K, as well as other information provided by the company in its filings with the SEC and included on its website. At this time, I will turn the call over to Lynn Harton. Good morning. Welcome to our call. We're excited to announce today that we have entered into a definitive agreement to sell our equipment finance company, Navitas. For me, this is a story about the continuing build-out of our southeastern footprint. When we purchased Navitas in early 2018, we were about 40% of our current size at $11.9 billion in total assets. We had not yet entered Florida, Alabama, or Nashville. We had a loan-to-deposit ratio of 79% and far fewer commercial bankers than we would have liked. We needed a growth engine to support us as we continued to build out the footprint. Navitas delivered on that objective, growing from $350 million in outstandings at the time of acquisition to $1.9 billion today and delivering strong risk-adjusted returns as they grew. Our focus was always the core bank. Accordingly, we placed an internal limit on Navitas' size at 10% of total UCB loans. As many of you know, we have been near that limit for some time. To execute against that limit, we began selling Navitas loans and slowed internal hiring at the company. During this same time, we were building out our banking footprint with acquisitions in Florida, Alabama, Tennessee, and North Carolina, and developing our capabilities, particularly in commercial banking and wealth. Now with our relationship banking momentum building and the outlines of our footprint established, the time is right to sell Navitas and refocus our management time and attention fully on the core bank. As you look to slide two, we believe this sale provides an attractive return on a solid but non-core asset. It meaningfully reduces the risk in our loan portfolio as Navitas is naturally a higher loss content business. Post-sale will have even more flexibility from both a liquidity and a capital perspective to invest in our core strengths, relationship-based community and commercial banking in our footprint. Navitas will be with an owner that can support and accelerate their growth. Jefferson, let me turn it to you for additional details on the transaction. Thank you, Lynn. Navitas has been a very successful investment for us over these past eight years, and I'm excited now about the ability to get a good price for the business and then to invest and focus on our core banking businesses. I'll start with the financial aspects of the transaction on page four. We are selling the origination business and the loan book of Navitas for approximately $1.9 billion in cash. This represents a 7.1% premium over the receivables that we are selling. These numbers will change slightly based on the loan growth between March 31st and close, which is expected in about 60 days. We are keeping about 2% of the loans on our balance sheet that do not meet the financing requirements of the buyer. The net gain to UCB is then reduced by the capitalized origination costs that were being amortized over the life of the loans and by transaction expenses. The overall earnings impact also benefits from the release of $42 million of Navitas’ loan loss reserves. From a timing perspective, the $42 million reserve release will occur in the second quarter as we move the loans to held for sale, and the roughly $77 million gain from the sale should occur when the transaction closes. We expect the combined impact to be additive to tangible book value by $0.67 per share or by about 3%. I will discuss impact to capital ratios on the next page. Moving to page five, I will first talk about the capital impact of a transaction. At the bottom left of the slide, we show our 13.4% CET1 ratio that we had at March 31st. We adjust this down for the pro forma impact of the Peach State deal that will close either mid Q3 or early Q4, bringing us to a 13% CET1 ratio, again, pro forma for Peach State. In this transaction, our CET1 ratio will move up by 145 basis points, driven by the gain on sale from the transaction and with the reduction in risk-weighted assets, taking our CET1 ratio to 14.5% by our calculations. Near-term earnings perspective, we estimate that selling the Navitas loans and reinvesting the $1.9 billion in cash in the securities portfolio in the 4%-4.5% range will initially reduce earnings by about 9% before taking into account any benefits from redeploying the proceeds back into loans or doing other capital use activities. Specifically, we believe that we will replace this earnings gap in the relatively near term by reinvesting the proceeds into loans via the organic growth of our franchise and by various capital deployment alternatives. On the loan growth front, with this potential transaction in mind, beginning in the fourth quarter of 2025, we have been materially increasing our revenue producer hiring efforts. As such, we have increased our revenue producers by 38 people or 18% since September 30th, which we believe puts us in a good spot for increasing our loan growth in the second half of 2026 and beyond and will be useful in using the liquidity and capital created by the transaction. With our significant hiring that has continued into the second quarter, we are planning on upper single-digit loan growth in 2027 if the economy remains constructive into next year. In addition to the elevated hiring that we have done in anticipation of the potential of a Navitas sale, I will also note that the recently announced Peach State transaction was also contemplated with Navitas in mind and replaces about 25% of the loans being sold with Navitas. Going further, in addition to the increased organic activity and with our projected CET1 ratio in the 14.5% range, we will also explore our various other capital deployment opportunities that are available to us, such as buybacks, balance sheet optimization, and perhaps M&A should the opportunity present itself. Please note, though, that our M&A strategy is unchanged and would focus on relatively small end-market transactions with minimal integration risk where we can be most additive. With that said, I will direct you to the upper chart on page five and walk through the earnings progression a little bit. Starting from our $0.70 operating earnings base that we reported in the first quarter. We adjust this to include the expected EPS accretion once the cost savings are in that we talked about in the Peach State transaction, which brings us to $0.72 in base earnings. Adjusting for the Navitas sale and the 9% impact that I mentioned before. This takes us to the $0.65 range of adjusted Q1 EPS. Finally, we do the math on reinvesting the excess capital created either fully into buybacks with a $300 million buyback or at reinvestment ranges of 10%-12% returns on invested capital. These calculations get us back to $0.69 if we were to simply buy back the $300 million in shares at current prices and to the upper end of the $0.69-$0.73 range if we were to invest at a 10%-12% return, which is together neutral to slightly accretive compared to our current earnings profile. All said, once closed, we will be a company with a lower risk profile, with a more attractive business mix, with roughly half the net charge-offs and one that will get back to earnings accretion or at least neutral in the relatively near term. With that, I'll pass it back to Lynn and open it up to questions. Thank you, Jefferson. I'd like to thank the Navitas team for being a part of United these past eight years. You've been a great cultural fit as well as a strong performer, I'm grateful for the time we have had together and the relationship that we have built. To Wafra, congratulations on a great purchase. I've also been impressed with your culture and approach to the business as we have gone through this process together, I wish you both tremendous success in the future. Now I'd like to open the floor for questions. Thank you. We will now begin the question and answer session. To ask a question, you may press star, then one on your touchtone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star and then two. At this time, we'll pause momentarily to assemble the roster. The first question will come from Russell Gunther with Stephens. Please go ahead. Hey, good morning, guys. I thought the deck was super helpful in terms of the moving pieces. I did want to follow up, though, in terms of your sense of the pro forma margin going forward, both near term, as you think about putting this excess liquidity to work on the asset side maybe help us with how you're thinking about deposit cost expectations going forward and how that has changed with this excess liquidity, given an increasingly competitive environment for growth. All right. I'll start with that one. Initially, if you just do the pro forma based on Q3, it takes the margin down by about 30 basis points. I say initially because we believe we're going to be relatively quickly moving these securities back into loans and growing the bank and getting that margin back over time. The second part of the question was the cost of deposits. We had guided to relatively flat for this quarter. We're still on pace with that. I do think you're going to see the loan growth pick up a little bit. You're seeing the competition pick up a little bit. We do have the benefit of CD costs coming down, I think you could see it be within our expectations this quarter and maybe flow slightly higher in the second half of the year. Having all this excess liquidity will help us relative to peers, I think, be able to manage our deposit expectations. Okay. Great. Thanks, Jefferson. You guys mentioned one of the avenues for excess capital deployment being in footprint M&A and kind of small in nature. Maybe just remind us kind of priority markets within footprint, what small and asset size means to you. As we think about CET1 levels, just level set us where you measure that and what we can think about as excess from here. Yeah, sure. Russell, I'll take that. In terms of target areas, our footprint, as I mentioned, the outlines of our footprint are pretty well settled. We'd just be looking at tuck-in fill-ins in what we think are attractive markets. I think the Peach State transaction is a great example of that. In terms of what small looks like, our average deal is about between $1 billion and $1.5 billion. We've done smaller, like Peach State. Those are the kinds of deals we're looking at, small, well run, in-market deals where it's just easier from an integration perspective. We can be more additive from a product and balance sheet perspective, and it doesn't distract us from the real work we're doing on hiring and growing our organic business. Okay, great. I guess just to follow up to that guys would be, as you think about where you want to run CET1 relative to the pro forma 14.5%. That's a great question. If you think about it philosophically to start with, I've always felt like we should hold a little more capital than peers for two reasons. One is, historically, as a percentage of assets as we were building out the franchise, we were just for acquisition purposes alone and the integration risk and all that, said, "While we're in that fast build-out pace, let's hold a little more capital for that reason." I always felt like the market viewed Navitas as a higher risk asset, frankly, than I did. I think yes, they have a higher loss content, but their volatility is not that significant. They're really well run. We held a little more capital for the market's perspective for Navitas. As you think about now, as a percentage of assets, our acquisition activity will be less. We won't have Navitas on the books. At a minimum, I would target more core peer levels versus being above peer levels. We haven't set on a specific number, but philosophically, there's certainly no reason for us to be above peer. Got it. Lynn, super helpful. Thank you, guys. I'll step back. Thanks, Russell. The next question will come from Michael Rose with Raymond James. Please go ahead. Hey, good morning, guys. Thanks for taking my questions. Obviously a very good return from when you bought this in 2018, so congrats to you guys. Obviously these are higher yielding loans. Lynn, as you just mentioned the perception around credit quality may have been an issue. I know you've had some long-haul trucking type of issues, but certainly very manageable given the portfolio size. I guess the question is why now, exactly, particularly given the spread pressure that we're seeing, given that these loan yields have been very consistent for a very long period of time. Clearly the business is growing. I know you've limited it to 10%. You've been operating at that level for a period of time, why not wait for sometime in the future once we get through maybe some of the spread compression issues? Thanks. Yeah, sure. Great question, Michael. We started looking at this really 12 - 18 months ago. One issue is, as you think about a company like Navitas, you can only hold back or maybe I'll use the word strangle. You can't hold back a growth company too much or you just start losing momentum, start losing people and those kinds of things. One thing is we were at kind of our limit. We needed to figure out some way to continue to invest in the business and grow the business without it overwhelming us. We looked at various alternatives, whether selling more loans, securitizing it, whatever, we felt like given the attractiveness of the company, the rise of private credit, all those things together said, "Hey let's explore a sale." Yes, it's going to have the short-term impacts that you mentioned, long-term, we get them in a better home and we're better able to focus on our core bank. It just felt like the right time for those reasons. Appreciate the color. Maybe just as a follow-up, I know you guys had planned to offset some of the dilution from the acquisition, the Peach State acquisition with buybacks. That was one thing that I don't think was listed in the slide deck from this morning. Could increased buybacks be part of the equation for some of this liquidity and capital? Thanks. Oh, yeah. Absolutely. If we didn't have that in the deck, we should have. I think it's in there. Okay. Absolutely, that is part of it. Again, going back 18 months ago, we said, "Look, all right, if we're going to do this, we need to" A couple of things we thought about. Number one, we need to accelerate hiring. We actually put together a project. Just as we do with acquisitions, we have a very detailed process of how do we bring people in, how do we integrate them in the culture, how do we get them to understand the credit world that United operates in. We had not done that for organic hires. It had been more one-off. We said, "All right, if we're going to take Navitas out, get them to a better home, we're going to have this capital and liquidity. Well, let's accelerate hiring." Rich and his team put that together. They've been very successful. We haven't talked a lot about it, the pace of new hires is coming on very well. We feel really good about the organic growth coming on. At the same time, we've got this excess capital, and we knew we would have even more excess capital than you thought we had, let's look at buybacks. You saw us lean into buybacks the last six months, far more than we have been doing. As I look at small tuck-in acquisitions, we had actually initially proposed the Peach State deal to Peach State as an all-cash transaction, looking at that as the deployment of capital in anticipation of this. Some of them wanted to hold the stock, and we did a 50/50 deal. I would say absolutely buybacks are on that menu, and we've done a lot of work looking at different alternatives, and we're going to take the next 60 days between now and close to kind of refine those things, think about what's in the best long-term shareholder interest, and then begin executing on that after close. Very fair. Sorry, I missed the repurchase thing. It was in there, that's my fault. Maybe just one final question. For me, I know you guys have talked about mid-single-digit growth this year. It sounds like you're going to see or expecting some acceleration as we think about next year. Maybe it's a little bit early to discuss it, I know you have been hiring folks. I guess, what gives you the confidence that you can see accelerating loan growth as we move into next year? Thanks. Good morning. This is Rich Bradshaw, the President and Chief Banking Officer. I think I'm a special guest on today's call. Yes, the hiring has gone ahead of plan. It's gone very well. Our average lender producer experience is in the 20-year range, and the people we're hiring, they're from traditionally larger banks than us, and they're in our growth markets. We're very excited about this. We do anticipate, obviously, core loan growth increasing in 2027. Appreciate that, Rich. Thanks, everyone, for the color. Thanks, Michael. The next question will come from Catherine Mealor with KBW. Please go ahead. Thanks. Good morning. Morning, Catherine. A couple of just small follow-ups. First on, as we play with the margin impact, what cost of funds should we be using to offset their kind of loan? What do you all typically use as a funding cost for this portfolio? Their funding cost is kind of baked into the whole bank. As a modeler of the company, I don't think I would change the funding cost. When we were funding it internally, we had an FTP and a spread and all that kind of thing. Our funding really is unchanged except for that we have a significant amount of liquidity now to fund future loan growth and to help us kind of potentially widen this margin, the new margin, in an environment where deposit funding is a little tougher. I don't think the funding cost and the near-term modeling changes a lot. Okay, cool. Just use like a 170 cost of deposits. That's right. As an FTP kind of against it. Right. They're just going to be funding securities for a while, and that's going to translate into loans over time. Okay, cool. That's great. Then, any timing on the investment of the proceeds for the bond purchases? I mean, do you plan to do just kind of one big transaction all at once, or is there any kind of layering in that we should consider for those investments? I would say it's under review. We're going to let this deal close. We're examining all the options. We'll make decisions later in the year. Okay. Lastly, at what point you had considered an HTM restructure? Is that at all back on the table just in light of this transaction and with higher for longer rate environment potentially on the horizon? Just kind of curious your updated thoughts on that. Yeah. I would say that's one of the menu items that we're evaluating. We haven't made any decisions on any of these things because what we want to do now that we've got this piece of the transaction announced, we want to just really sit back and say, "All right, what's in the best long-term interest of the company in terms of risk, return, all those things?" No decisions, but it is one of the menu items we've looked at. Great. Thank you. Appreciate it. The next question will come from Stephen Scouten with Piper Sandler. Please go ahead. Yeah. Thanks, everyone. I guess I'm curious how you think about the timeline of the deployment of the incremental liquidity. I mean, you already had a relative strength from a liquidity standpoint, I guess, from a low loan deposit ratio. Do you think about the risk profile of your kind of core loan book any differently or any new market expansions to kind of allow for maybe more rapid deployment of this liquidity? I think you probably already had like two or three years of ability to grow loans in excess of deposits. Just want to think about that timeline and that risk profile from here. Yeah. In terms of the loan book, expanding the risk profile is not something we would do only because my background grew up in credit. It kind of goes exponential. You have a good loan and a bad loan, and it's really hard to make just something in the middle. We don't plan on expanding the box. What we're really trying to do is expand our product set. Rich talked about commercial bankers coming from larger banks. Our middle market area, for example, which would be larger kind of end market, commercial deals, we've not been as active in that market as we'd like to be. I don't view that as expanding the risk box because the underwriting of those are very consistent, very good, but it's a product we haven't done as much of as an example. Just volume. This makes sense, if you look at historically, loan growth is really pretty closely tied to the net loan growth of your producers. I mean, that's a logical thing you don't really think about or talk about too much. We've expanded the net growth of our producers pretty substantially. Rich may have the exact numbers. This won't be for the full year, but I think we're up about 18% year-over-year over the last few months. If you annualize it now, it won't annualize at that level. It's probably more like the 12%-15% range, but that's significantly higher than what we've been doing. Just from a pure volume perspective of doing the kind of deals we want to do, we would look for that to happen. That takes a while to come in. You bring a new banker in, and it's six to nine months before they start really producing at full level. This is a longer-term play. The immediate deployment will be in the securities book. It'll be short, simple, safe. We are not looking to take any risk there because we're funding with core deposits. We're not funding out in the wholesale market. We don't have to reach for yield or anything else. You'll see a short, simple, safe bond transactions in the near term, and then Rich has got kind of carte blanche to go get great bankers and bring them in the market and deliver on that. I agree with the numbers and comments, particularly about middle market, that Lynn said. I will tell you it's very encouraging because it does take a while for a lender to get on board in terms of bringing on new business and closing new business. What's been exciting is some of these new hires within 60 days, 90 days, we're already seeing deals at senior credit committee, and those are all deals for us over $20 million. It is happening, and we are excited. Yeah, that's great color. I guess, kind of tying on to that, you have been extremely successful with this kind of new hire progression over the last couple of quarters. Does this accelerate that even further? Do you get a little bit more aggressive, whether that be from a market perspective or just in terms of a willingness to spend near term to hire more people? Maybe even, I don't know, LPOs. I know, Lynn, you said it's going to be a long time horizon to deploy this, but I'm just kind of wondering if it changes the thought process around what's already been a positive trend to maybe magnify that further. No, it doesn't accelerate only because, as I mentioned, we've been executing on this for the last 12 months. I don't like to tell people what we're going to do. I like to tell people what we are doing. We are already in our mind at that accelerated pace in anticipation of this. If you're a banker considering coming over to us, I will say that this is an attractive thing to help Rich bring people on because now his pitch is already been great. You've got a bank with a great culture and a great footprint. By the way, now we've got a mid-70s loan-to-deposit ratio, all core funded. Yes, we want you to go get deposits, bring deposits in, but you're not going to be super focused on that. Let's go bring in the loan transactions. We've got tons of capital. It's a really good story that we think continues the momentum that Rich has already built. I would add, we do have some goals that we're trying to hit, but we're past this year. We're really being opportunistic. If it's the right people, we will bring them on, and we'd rather have the right people than a specific number. All of a sudden when I came here 12 years ago, we never talked about culture and the hiring. Now it's always the first question that they bring up. That's playing a really important role, we're going to continue trying to do what we're doing, and I think we're doing it well. Yeah, fantastic. No, it is a differentiated recruiting position to have all that liquidity. Congrats on the transaction and all the progress. Appreciate the time. Thank you. Again, if you have a question, please press star and then one. The next question will come from Christopher Marinac with Brean Capital, LLC. Please go ahead. Hey, good morning. Thanks for hosting us all. Just a quick question on the interest rate environment. The fact that rates have moved since the end of March, does this make this decision easier for you to execute? Good question. I'll start with that. The rate changes aren't super meaningful in some ways. They are creating more unrealized losses and a higher reinvestment rate if we were to go down that path. I don't think the rate changes are affecting ou r menu of things to do. Now, if you're talking about maybe as a slightly different question, Chris, which was the executing of the Navitas transaction, higher rates probably, all things equal, it maybe hurts the transaction and makes the loans on the balance sheet a little less valuable, which maybe feel like we had a good valuation for what we sold. Rate volatility does play in the valuation, obviously. That 10-year stayed in a range where it made the transaction doable. Great. Just for Rich real quick. Since rates are up a little bit, does that give you any more room to perhaps price just a little bit better? I know it's competitive and I know it's not an easy time, but just curious if you can get more yield from customers. Yeah, it's a great question. I will say over the last 12 months, we've seen pricing compress, particularly in CRE. I'll say today is the first time I've seen that really stabilize and actually maybe increase a little bit, particularly on the investment CRE construction, which we do a lot of. The answer is yes, we've seen a little impact on the positive side. Great. Thank you all again. Appreciate it. The next question will come from David Bishop with Hovde Group. Please go ahead. Good morning, gentlemen. Quick question circling back to the share buyback. I appreciate the footnote. I think it shows about $300 million potentially contemplated. Remind us how much is remaining under, I think there's the current $100 million authorization, I guess. Does that imply you'll have to go back and seek board approval to increase it? That's right. Our current remaining authorization is $63 million. Keep in mind that with the Peach State deal, we talked about buying the $50 million back already. That's contemplated. I will say that we are between the S-4 and the shareholder vote at Peach State. We're currently blacked out. I think a strong buyback is definitely, and a stronger buyback than what the $63 million authorization would put out there is definitely on the table as an option for us as we go through the year. Got it. In terms of the hiring you guys have made, been aggressive over the past year and into this year. Curious what percentage of that has any impact in terms of your maybe organic standalone expense growth expectations this year into next? Most of the hiring that we've done so far, I incorporated into our expense guidance for the rest of the year when I mentioned it would be up $1 million in the second and third, fourth quarter. Not cumulatively, $1 million to the run rate. I could see that moving a little higher. I think that we've incorporated that into our prior guidance mostly. Got it. One final housekeeping question. I appreciate the, I think it's about $9 million that comes out of the expense run rate from Navitas. Can we assume from a breakdown in terms of comp salaries versus occupancy, maybe two-thirds, a third, just sort of any guidance you can give there in terms of yield. Let me get back to you on that. Half and half is the numbers coming to me. Let me get back to you on the specifics of that. Half and half is the number I'm remembering. Got it. Appreciate the color. This will conclude our question and answer session. I would like to turn the conference back over to Mr. Lynn Harton for any closing remarks. Well, once again, thank you all for joining the call, for great questions, and any further follow-up, feel free to reach out to any of us here. I hope you have a great rest of your day. Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
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