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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

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File numbers found in text: 333-218065

Date
June 8, 2017
Author
/s/ James Stevens
Form
CORRESP
Company
UNITED COMMUNITY BANKS INC (UCB) (CIK 0000857855)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 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

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