Item 1.01 Entry into a Material Definitive Agreement.
On September 24, 2009, United Community Banks, Inc. (the "Company") entered into
an underwriting agreement with Sandler O'Neill & Partners, L.P. as
representative of the underwriters named therein (the "Underwriting Agreement"),
in connection with its public offering of 38,700,000 shares of common stock of
the Company, par value $1.00 per share (the "Common Stock"), at a public
offering price of $5.00 per share. The Company granted the underwriters a 30-day
option to purchase up to an additional 5,805,000 shares of Common Stock pursuant
to the Underwriting Agreement to cover over-allotments, if any.
The sale of the shares was made pursuant to the Company's Registration Statement
on Form S-3 (File No. 333-159958), including a prospectus supplement dated
September 24, 2009 to the prospectus contained in the Registration Statement.
The final prospectus supplement was filed by the Company with the Securities and
Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of
1933, as amended.
This description of the Underwriting Agreement is a summary and is qualified in
its entirety by reference to the full text of the Underwriting Agreement, which
is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01 Other Events.
Press Release
On September 24, 2009, the Company issued a press release announcing the pricing
of the Company's public offering. A copy of the press release is attached hereto
as Exhibit 99.1.
Legal Opinion
The validity of the shares offered in its public offering was passed upon for
the Company by Kilpatrick Stockton LLP. The opinion is attached hereto as
Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, dated September 24, 2009 between the Company
and Sandler O'Neill & Partners, L.P. as representatives of the
underwriters named therein.
5.1 Opinion and Consent of Kilpatrick Stockton LLP.
99.1 Press Release, dated September 24, 2009.
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