UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) Files An 8-K Entry into a Material Definitive Agreement

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UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On April 19, 2017, United Community Banks, Inc. (the Company),
the holding company for United Community Bank, Blairsville,
Georgia, entered into an Agreement and Plan of Merger (the Merger
Agreement) with HCSB Financial Corporation (HCSB), the holding
company for Horry County State Bank, Loris, South Carolina. Under
the Merger Agreement, HCSB will merge with and into the Company
(the Merger) and Horry County State Bank will merge with and into
United Community Bank.

Under the terms and subject to the conditions of the Merger
Agreement, at the effective time of the Merger (the Effective
Time), outstanding shares of voting common stock, $0.01 par value
per share, and non-voting common stock, $0.01 par value per
share, of HCSB (collectively, HCSB Common Stock) will be
converted into the right to receive 0.0050 shares (the Exchange
Ratio) of the Companys common stock, $1.00 per value per share
(UCBI Stock) together with cash in lieu of any fractional shares
(the Merger Consideration). As ofApril 19, 2017, HCSB had
495,763,940 shares of HCSB Common Stock outstanding. The Merger
Agreement also includes provisions that address the treatment of
the outstanding equity awards of HCSB in the Merger. The parties
anticipate closing the Merger during the third quarter of 2017.

The Merger Agreement has been unanimously approved by the boards
of directors of each of the Company and HCSB. The closing of the
Merger is subject to the required approval of HCSBs shareholders,
requisite regulatory approvals, the effectiveness of the
registration statement to be filed by the Company with respect to
the UCBI Stock to be issued in the Merger, and other customary
closing conditions.

The Merger Agreement contains usual and customary representations
and warranties that the Company and HCSB made to each other as of
specific dates. The assertions embodied in those representations
and warranties were made solely for purposes of the contract
between the Company and HCSB, and may be subject to important
qualifications and limitations agreed to by the parties in
connection with negotiating its terms. Moreover, the
representations and warranties are subject to a contractual
standard of materiality that may be different from what may be
viewed as material to shareholders, and the representations and
warranties may have been used to allocate risk between the
Company and HCSB rather than establishing matters as facts.

The Merger Agreement provides certain termination rights for both
HCSB and the Company and further provides that a termination fee
of $2million will be payable by HCSB upon termination of the
Merger Agreement under certain circumstances, including if HCSB
or its board of directors withdraws or modifies or qualifies in a
manner adverse to the Company its recommendation that its
shareholders vote in favor of the Merger Agreement and the
transactions contemplated thereby or if the Merger Agreement is
terminated while an Acquisition Proposal is outstanding.

The foregoing summary of the Merger Agreement is qualified in its
entirety by reference to the complete text of such document,
which is filed as Exhibit 2.1 to this Current Report on Form 8-K
and which is incorporated herein by reference. The related press
release is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated herein by reference.

Participants in the Merger Solicitation.

The Company and HCSB, and certain of their respective directors,
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of HCSB in respect of the Merger.
Information regarding the directors and executive officers of the
Company and HCSB and other persons who may be deemed participants
in the solicitation of the shareholders of HCSB in connection
with the Merger will be included in the proxy
statement/prospectus for HCSBs special meeting of shareholders,
which will be filed by the Company with the SEC. Information
about the Companys directors and executive officers can also be
found in the Companys definitive proxy statement in connection
with its 2017 annual meeting of shareholders, as filed with the
SEC on March 24, 2017, and other documents subsequently filed by
the Company with the SEC. Information about HCSBs directors and
executive officers can also be found in HCSBs definitive proxy
statement in connection with its 2016 annual meeting of
shareholders, as filed with the SEC on June 20, 2016, and other
documents subsequently filed by HCSB with the SEC. Additional
information regarding the interests of such participants will be
included in the proxy statement/prospectus and other relevant
documents regarding the Merger filed with the SEC when they
become available.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.

Description

2.1 Agreement and Plan of Merger, dated April 19, 2017, by and
between United Community Banks, Inc. and HCSB Financial
Corporation*
99.1 Press release dated April 20, 2017 announcing the Merger
Agreement with HCSB Financial Corporation
* The registrant has omitted schedules and similar attachments
to the subject agreement to Item 601(b)(2) of Regulation S-K.
The registrant will furnish a copy of any omitted schedule or
similar attachment to the United States Securities and
Exchange Commission upon request.

Cautionary Statements Regarding Forward-Looking
Information.

This Current Report contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
In general, forward-looking statements usually use words such as
may, believe, expect, anticipate, intend, will, should, plan,
estimate, predict, continue and potential or the negative of
these terms or other comparable terminology, including statements
related to the expected timing of the closing of the Merger, the
expected returns and other benefits of the Merger to
shareholders, expected improvement in operating efficiency
resulting from the Merger, estimated expense reductions resulting
from the transactions and the timing of achievement of such
reductions, the impact on and timing of the recovery of the
impact on tangible book value, and the effect of the Merger on
the Companys capital ratios. Forward-looking statements represent
managements beliefs, based upon information available at the time
the statements are made, with regard to the matters addressed;
they are not guarantees of future performance. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties that change over time and could cause actual
results or financial condition to differ materially from those
expressed in or implied by such statements.

Factors that could cause or contribute to such differences
include, but are not limited to, the possibility that expected
benefits may not materialize in the time frames expected or at
all, or may be more costly to achieve; that the Merger may not be
timely completed, if at all; that prior to completion of the
Merger or thereafter, the parties respective businesses may not
perform as expected due to transaction-related uncertainties or
other factors; that the parties are unable to implement
successful integration strategies; that the required regulatory,
shareholder, or other closing conditions are not satisfied in a
timely manner, or at all; reputational risks and the reaction of
the parties customers to the Merger; diversion of management time
to Merger-related issues; and other factors and risk influences
contained in the cautionary language included under the headings
Managements Discussion and Analysis of Financial Condition and
Results of Operations and Risk Factors in the Companys Form 10-K
for the year ended December 31, 2016 and other documents
subsequently filed by the Company with the SEC. Consequently, no
forward-looking statement can be guaranteed. Neither the Company
nor HCSB undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. For any forward-looking
statements made in this Current Report on Form 8-K, the exhibits
hereto or any related documents, the Company and HCSB claim
protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of
1995.

Additional Information and Where to Find It.

This communication is being made in respect of the Merger
involving the Company and HCSB. This communication does not
constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. In
connection with the Merger, the Company will file with the
Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 that will include a proxy
statement/prospectus for the shareholders of HCSB. The Company
also plans to file other documents with the SEC regarding the
Merger with HCSB. HCSB will mail the final proxy
statement/prospectus to its shareholders. BEFORE MAKING ANY
VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE
URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER
AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE MERGER. The proxy statement/prospectus, as
well as other filings containing information about the Company
and HCSB, will be available without charge, at the SECs website
(http://www.sec.gov). Copies of the proxy
statement/prospectus and other documents filed with the SEC in
connection with the Merger can also be obtained, when available,
without charge, from the Companys website
(http://www.ucbi.com) and HCSBs website
(http://www.hcsbaccess.com).

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

UNITED COMMUNITY BANKS, INC.
By: /s/ Jimmy C. Tallent
Name: Jimmy C. Tallent
Title: Chairman and Chief Executive Officer

Date: April 20, 2017

INDEX TO EXHIBITS

Exhibit No.

Description

2.1 Agreement and Plan of Merger, dated April 19, 2017, by and
between United Community Banks, Inc. and HCSB Financial
Corporation*
99.1 Press Release dated April 20, 2017 announcing the Merger
Agreement with HCSB Financial Corporation
* The registrant has omitted schedules and similar attachments
to the subject agreement


About UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI)

United Community Banks, Inc. is a bank holding company. The Company’s principal business is conducted by its subsidiary, United Community Bank (the Bank). The Bank is a chartered commercial bank that serves markets throughout north Georgia, coastal Georgia, the Atlanta-Sandy Springs-Roswell, Georgia and Gainesville, Georgia metropolitan statistical areas, western North Carolina, upstate South Carolina and east Tennessee. The Bank provides a full range of banking services. The Bank, through its full-service retail mortgage lending division, United Community Mortgage Services (UCMS), is approved as a seller/servicer for the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), and provides fixed and adjustable-rate home mortgages. The Bank owns an insurance agency, United Community Insurance Services, Inc. (UCIS), known as United Community Advisory Services, which is a subsidiary of the Bank.

UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) Recent Trading Information

UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) closed its last trading session 00.00 at 27.22 with 406,071 shares trading hands.

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