UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 19, 2017
UNITED
COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its
charter)
Georgia
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No. 001-35095
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No. 58-180-7304
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(State or other jurisdiction of
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(Commission File Number)
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(IRS Employer
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incorporation)
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Identification No.)
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125 Highway 515 East
Blairsville, Georgia 30512
(Address of principal executive offices)
Registrant’s telephone number, including
area code:
(706) 781-2265
Not applicable
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
¨
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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x
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Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material
Definitive Agreement.
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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 Company’s common stock, $1.00 per value per share (“UCBI Stock”) together with cash in lieu of any fractional
shares (the “Merger Consideration”). As of April 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 HCSB’s 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 $2 million 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 HCSB’s special meeting of shareholders,
which will be filed by the Company with the SEC. Information about the Company’s directors and executive officers can also
be found in the Company’s 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 HCSB’s
directors and executive officers can also be found in HCSB’s 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.
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Item 9.01
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Financial Statements and
Exhibits.
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Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated April 19, 2017, by and between United Community Banks, Inc. and HCSB Financial Corporation*
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99.1
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Press release dated April 20, 2017 announcing the Merger Agreement with HCSB Financial Corporation
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*
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The registrant has omitted schedules and similar attachments
to the subject agreement pursuant 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.
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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 Company’s capital ratios. Forward-looking statements represent management’s 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 “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Risk Factors” in the Company’s 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 SEC’s
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 Company’s website (
http://www.ucbi.com
)
and HCSB’s website (
http://www.hcsbaccess.com
).
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
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UNITED COMMUNITY BANKS, INC.
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By:
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/s/ Jimmy C. Tallent
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Name:
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Jimmy C. Tallent
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Title:
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Chairman and Chief Executive Officer
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Date: April 20, 2017
INDEX TO EXHIBITS
Exhibit No.
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Description
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2.1
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Agreement and Plan of Merger, dated April 19, 2017, by and between United Community Banks, Inc. and HCSB Financial Corporation*
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99.1
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Press Release dated April 20, 2017 announcing the Merger Agreement with HCSB Financial Corporation
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The registrant has omitted schedules and similar attachments
to the subject agreement pursuant 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.
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