Item 1.01 Entry into a Material Definitive Agreement
On June 17, 2020, United Community Banks, Inc. (the "Company") completed its
previously announced public offering of $100,000,000 aggregate principal amount
of its 5.000% Fixed-to-Floating Rate Senior Notes due 2030 (the "Notes").
The offering of the Notes was consummated pursuant to the terms of an
Underwriting Agreement (the "Underwriting Agreement"), dated June 12, 2020,
between the Company, as issuer, and U.S. Bancorp Investments, Inc., as the
representative of the several underwriters listed on Schedule A thereto, and
pursuant to the Company's registration statement dated April 20, 2018 on Form
S-3 (File No. 333-224367), and subsequently amended by the Post-Effective
Amendment No. 1 filed on June 3, 2020 (as so amended, the "Registration
Statement"), as supplemented by the prospectus supplement, dated June 12, 2020
(the "Prospectus Supplement"), filed with the Securities and Exchange Commission
on June 16, 2020. The Underwriting Agreement includes customary representations,
warranties and covenants by the Company, indemnification rights and obligations
of the parties and termination provisions.
The Notes were issued pursuant to the Indenture, dated as of June 17, 2020 (the
"Base Indenture"), between the Company and U.S. Bank National Association, as
trustee (the "Trustee"), as supplemented by the First Supplemental Indenture,
dated as of June 17, 2020 (the "Supplemental Indenture" and, together with the
Base Indenture, the "Indenture"), between the Company and the Trustee.
The Notes will bear interest at a fixed rate of 5.000% per annum from and
including June 17, 2020 to, but excluding, June 15, 2025 (the "Fixed Rate
Period"). Interest accrued on the Notes during the Fixed Rate Period will be
payable semi-annually in arrears on June 15 and December 15 of each year. The
Notes will bear a floating interest rate from, and including June 15, 2025, to,
but excluding, the maturity date (as defined in the prospectus supplement under
the caption "Description of the Senior Notes - Interest") or earlier redemption
date (the "Floating Rate Period"). The floating interest rate will be reset
quarterly, and the interest rate for any Floating Rate Period shall be equal to
a benchmark rate, expected to be the then-current Three-Month Term SOFR, plus
487 basis points for each quarterly interest period during the Floating Rate
Period. During the Floating Rate Period, interest on the Notes will be payable
quarterly in arrears on March 15, June 15, September 15 and December 15 of each
year.
The Senior Notes are redeemable, in whole or in part, at the option of the
Company on any interest payment date on or after June 15, 2025. The redemption
price will be equal to 100% of the principal amount of the Senior Notes being
redeemed, plus accrued and unpaid interest to but excluding the redemption date.
The Company will provide 30 to 60 calendar days' notice of the redemption to the
registered holders of the Senior Notes. Other than as set forth in this
paragraph, the Senior Notes are not redeemable prior to maturity.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the
Notes are each qualified in their entirety by reference to the full text of the
Underwriting Agreement, the Base Indenture and the Supplemental Indenture and
the Notes, respectively, copies of which are attached hereto as Exhibit 1.1,
Exhibit 4.1, Exhibit 4.2, and Exhibit 4.3, respectively, and are incorporated
herein by reference. A copy of the opinion of Squire Patton Boggs (US) LLP,
counsel to the Company, relating to the legality of the Notes is filed as
Exhibit 5.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Notes and the Indenture set forth in Item 1.01 is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated June 12, 2020
4.1 Indenture, dated as of June 17, 2020, by and between United Community
Banks, Inc. and U.S. Bank National Association, as trustee
4.2 First Supplemental Indenture, dated as of June 17, 2020, by and
between United Community Banks, Inc. and U.S. Bank National Association,
as trustee
4.3 Form of 5.000% Fixed-to-Floating Senior Notes due 2030 (attached as
Exhibit A in Exhibit 4.2 hereto)
5.1 Opinion of Squire Patton Boggs (US) LLP
23.1 Consent of Squire Patton Boggs (US) LLP (included in Exhibit 5.1
hereto)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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