UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13
OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 3, 2020, United Community Banks, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and between the Company and Keefe, Bruyette & Woods, Inc., as representative of the underwriters listed in Schedule A thereto (collectively, the “Underwriters”), providing for, among other things, the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 4,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1000th interest in a share of 6.875% Non-Cumulative Preferred Stock, Series I (the “Preferred Stock”), $1.00 par value, with a liquidation preference of $25,000 per share (equivalent to $25 per depositary share). The Underwriting Agreement includes customary representations, warranties and covenants by the Company, indemnification rights and obligations of the parties and termination provisions.
The Depositary Shares are being offered and sold pursuant to an effective Registration Statement on Form S-3 (File No. 333-224367), which was filed with the Securities and Exchange Commission (“SEC”) on April 20, 2018 (the “Registration Statement”), as post-effectively amended on June 3, 2020.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated by reference herein and into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
| 1.1 | Underwriting Agreement, dated June 3, 2020, between the Company and Keefe, Bruyette & Woods, Inc., as representative of the underwriters listed in Schedule A thereto. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Melinda Davis Lux | |
| Name: Melinda Davis Lux | ||
| Title: General Counsel and Corporate Secretary | ||
| Date: June 8, 2020 | ||