SEC Company Response from UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855) (UCB) — Jun 8, 2017
UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855)
Date: June 8, 2017 · CIK: 0000857855 · Accession: 0001571049-17-005813
AI Filing Summary & Sentiment
File numbers found in text: 333-218065
Show Raw Text
CORRESP
1
filename1.htm
James Stevens
404.885.3721 telephone
404.885.3900 facsimile
james.stevens@troutmansanders.com
TROUTMAN SANDERS LLP
Attorneys at Law
Bank of America Plaza
600 Peachtree Street NE, Suite 5200
Atlanta, Georgia 30308-2216
404.885.3000 telephone
troutmansanders.com
June 8, 2017
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: David Gessert
Re:
United Community Banks, Inc.
Registration Statement on Form S-4
Filed May 17, 2017
File No. 333-218065
Dear David:
On behalf of our client,
United Community Banks, Inc. (the “Company,” “we,” “us” or “our”), we have set
forth herein the Company’s response to the comment received telephonically on June 5, 2017 from the Staff of the Division
of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “SEC”),
with respect to the Registration Statement on Form S-4 filed by the Company on May 17, 2017 (File No. 333-218065) (the “Registration
Statement”).
For your convenience,
we have set forth a summary of the comment received telephonically in bold typeface and have included the Company’s response
below it.
1. Please provide your analysis as to how you determined HCSB Financial Corporation’s eligibility
for incorporation by reference.
Response
The Company
respectfully submits that HCSB Financial Corporation (“HCSB”) meets the requirements of General Instruction I.A of
Form S-3 and the minimum public float requirements of General Instruction I.B.1 of Form S-3 and, therefore, also meets the requirements
of General Instruction C.1.a of Form S-4 with respect to incorporation by reference into Form S-4.
Atlanta BEIJING CHARLOTTE Chicago Hong
Kong New York Orange County Portland RAleigh
Richmond San
Diego San francisco Shanghai Tysons Corner Virginia Beach Washington,
DC
David Gessert
United States Securities and Exchange Commission
June 8, 2017
Page 2
Specifically,
with respect to the minimum public float requirements of General Instruction I.B.1 of Form S-3, as of April 6, 2017, there were
495,763,940 shares of HCSB’s common stock outstanding, of which 268,522,557 shares were held by affiliates of HCSB and 227,241,383
were held by non-affiliates of HCSB. The last reported sale price for HCSB’s common stock on April 6, 2017 was $0.38 per
share. As a result, the aggregate market value of HCSB’s common equity held by non-affiliates of HCSB was $86,351,726 at
close of business on April 6, 2017.
In preparing
our response to the Staff’s comments, the Company acknowledges that:
· should
the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;
· the
action of the Commission or the staff, acting pursuant to delegated 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 and 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.
Please let me know
if you have any further questions about the Registration Statement or this response to the Comment Letter. I can be reached at
(404) 885-3721.
Thank you for your
prompt attention to this matter.
Sincerely,
/s/ James Stevens
James Stevens
cc: Jimmy C. Tallent