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| UCBI > SEC Filings for UCBI > Form 8-K on 4-Oct-2012 | All Recent SEC Filings |
4-Oct-2012
Entry into a Material Definitive Agreement, Creation of a Direct Finan
On October 3, 2012, United Community Banks, Inc. (the "Company") completed a private offering (the "Offering") of $35 million aggregate principal amount of the Company's 9.0% Senior Notes due 2017 (the "Notes"). The Notes were sold to three institutional purchasers (the "Purchasers") at an offering price of 100% of face amount. Sandler O'Neill & Partners, L.P. served as the placement agent. The proceeds from the Offering of the Notes will be used for general corporate purposes and, principally, to repay $30.5 million in subordinated debt of the Company that matures on December 15, 2012.
The Notes were issued pursuant to an indenture (the "Indenture"), dated as of October 3, 2012, between the Company and Wilmington Trust, National Association, as trustee. Interest on the Notes will be payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2013. The Notes are not redeemable and will mature on October 15, 2017. The Indenture contains covenants that, among other things, limit the ability of the Company to create liens on the stock of its bank subsidiary. The Indenture is attached hereto as Exhibit 4.1 and incorporated herein by reference.
In connection with the Offering, the Company agreed to use its commercially reasonable efforts to file within 90 days with the Securities and Exchange Commission and cause to become effective, a resale registration statement for the benefit of the Purchasers relating to their potential resale of the Notes.
As discussed above under Item 1.01, on October 3, 2012, the Company completed the Offering of the Notes. Summary material terms of the Notes are discussed in Item 1.01.
(d) Exhibits
Exhibit
No. Description
Indenture with respect to the Company's 9.0% Senior Notes due 2017,
4.1 dated as of October 3, 2012, between the Company and Wilmington Trust,
National Association, as trustee.
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