SEC Comment Letter for UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855) (UCB) — May 1, 2007
UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855)
Date: May 1, 2007 · CIK: 0000857855 · Accession: 0000000000-07-021670
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-21656, 333-141203
Letter
Mail Stop 4561 By U.S. Mail and facsimile to (404) 541-3151 Mr. Jimmy C .Tallent President & Chief Executive Officer United Community Banks, Inc. 63 Highway 515 Blairsville, GA 30512
Re: United Community Banks, Inc. Amendment Number One to Registration Statement on Form S-4 Filed on April 16, 2007 File Number 333-141203 Form 10-K Filed on February 27, 2007 File Number 000-21656
Dear Mr. Tallent:
We have reviewed your filing and have the following comments. Where indicated, we think you should re vise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Item 21. Exhibit 8.1 1. We note your response to prior comme nt number 16; however, the wording restricts the opinion to Gwinnett Comme rcial Group, Inc. and does not include shareholders. Please revise to av oid limiting reliance by person.
Exhibits 2. Please file the consent of Mr. Stephens. See Rule 438.
Mr. Jimmy C. Tallent United Community Banks, Inc. April 30, 2007 Page 2
As appropriate, please amend your regist ration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose th e Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to dele gated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment
Mr. Jimmy C. Tallent United Community Banks, Inc. April 30, 2007 Page 3 for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact David Irving at (202) 551-3321 or Sharon Blume at (202) 551-3474 if you have questions regard ing comments on the financial statements and related matters. Please contact Timot hy Geishecker at (202) 551-3422 or me at (202) 551-3698 with any other questions.
Sincerely,
Mark S. Webb
Legal Branch Chief
Show Raw Text
April 30, 2007
Mail Stop 4561
By U.S. Mail and facsimile to (404) 541-3151
Mr. Jimmy C .Tallent
President & Chief Executive Officer
United Community Banks, Inc.
63 Highway 515
Blairsville, GA 30512
Re: United Community Banks, Inc.
Amendment Number One to Registration Statement on Form S-4
Filed on April 16, 2007
File Number 333-141203
Form 10-K
Filed on February 27, 2007
File Number 000-21656
Dear Mr. Tallent:
We have reviewed your filing and have the following comments. Where
indicated, we think you should re vise your document in response to these comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary. Please be as deta iled as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call us at the telephone numbers listed at the end of this letter.
Item 21. Exhibit 8.1
1. We note your response to prior comme nt number 16; however, the wording
restricts the opinion to Gwinnett Comme rcial Group, Inc. and does not include
shareholders. Please revise to av oid limiting reliance by person.
Exhibits
2. Please file the consent of Mr. Stephens. See Rule 438.
Mr. Jimmy C. Tallent
United Community Banks, Inc.
April 30, 2007 Page 2
As appropriate, please amend your regist ration statement in response to these
comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
the action of the Commission or the staff, acting pursuant to dele gated authority, in
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
Mr. Jimmy C. Tallent
United Community Banks, Inc.
April 30, 2007 Page 3
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact David Irving at (202) 551-3321 or Sharon Blume at
(202) 551-3474 if you have questions regard ing comments on the financial statements
and related matters. Please contact Timot hy Geishecker at (202) 551-3422 or me at
(202) 551-3698 with any other questions.
Sincerely,
Mark S. Webb
Legal Branch Chief
cc: Richard R. Cheatham
Kirkpatrick Stockton LLP
1100 Peachtree Street – Suite 2800
Atlanta, GA 30309-4530
(404) 541-3151