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false 0000857855 0000857855 2023-12-29 2023-12-29 0000857855 us-gaap:CommonStockMember 2023-12-29 2023-12-29 0000857855 ucbi:DepositarySharesMember 2023-12-29 2023-12-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 29, 2023

 

UNITED COMMUNITY BANKS, INC.

(Exact name of registrant as specified in its charter)

 

Georgia 001-35095 58-1807304
(State or other jurisdiction of incorporation) (Commission file number) (IRS Employer Identification No.)

 

125 Highway 515 East
Blairsville, Georgia 30512
(Address of principal executive offices)

 

Registrant's telephone number, including area code:
(706) 781-2265

 

Not applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common stock, par value $1 per share   UCBI   Nasdaq Global Select Market
Depositary shares, each representing 1/1000th interest in a share of Series I Non-Cumulative Preferred Stock   UCBIO   Nasdaq Global Select Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

 

 

 

 


 

Item 8.01 Other Events.
  United Community Banks, Inc. (“United”) expects a fourth quarter net pre-tax charge of approximately $62 million, or $0.41 EPS. The charge is attributable to: (1) an estimated pre-tax charge of approximately $10 million, or $0.07 EPS, from an FDIC special assessment; and (2) a securities loss transaction resulting in a pre-tax loss of approximately $52 million or $0.34 EPS, on the sale of $316 million of bonds classified as available for sale.
   
Item 9.01 Financial Statements and Exhibits. 
   
(d) Exhibits  

 

 


 

  EXHIBIT INDEX

 

 

Exhibit No.   Description
     
99.1   Slide presentation.
     
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  UNITED COMMUNITY BANKS, INC.
   
   
  By: /s/ Jefferson L. Harralson
    Jefferson L. Harralson
    Executive Vice President and
    Chief Financial Officer
   
Date: December 29, 2023  

  

 

 

EX-99.1 2 tm2333907d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Member FDIC.

 


© 2023 United Community Bank | ucbi.com Significant 4Q23 Financial Updates December 29, 2023 Disclosures 2 CAUTIONARY STATEMENT This communication contains “forward - looking statements” within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . In general, forward - looking statements usually may be identified through use of words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negative of these terms or other comparable terminology, and include statements related to potential benefits of the First National Bank of South Miami merger, and the strength of our pipelines and their ability to support business growth across our markets and our belief that our high - quality balance sheet and business mix will support strong performance regardless of future economic conditions . Forward - looking statements are not historical facts and represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance . Actual results may prove to be materially different from the results expressed or implied by the forward - looking statements . Forward - looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements . Factors that could cause or contribute to such differences include, but are not limited to ( 1 ) the risk that the cost savings and any revenue synergies from the First National Bank of South Miami acquisition and other acquisitions may not be realized or take longer than anticipated to be realized, ( 2 ) disruption of customer, supplier, employee or other business partner relationships as a result of these acquisitions, ( 3 ) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to these acquisitions, ( 4 ) the risks relating to the integration of First National Bank of South Miami’s and other acquired banks’ operations into the operations of United, including the risk that such integration will be materially delayed or will be more costly or difficult than expected, ( 5 ) the risks associated with United’s pursuit of future acquisitions, ( 6 ) the risk associated with expansion into new geographic or product markets, and ( 7 ) general competitive, economic, political, regulatory and market conditions . Further information regarding additional factors which could affect the forward - looking statements contained in this press release can be found in the cautionary language included under the headings “Cautionary Note Regarding Forward - Looking Statements” and “Risk Factors” in United’s Annual Report on Form 10 - K for the year ended December 31 , 2022 , and other documents subsequently filed by United with the United States Securities and Exchange Commission (“SEC”) . Many of these factors are beyond United’s ability to control or predict . If one or more events related to these or other risks or uncertainties materialize, or if the underlying assumptions prove to be incorrect, actual results may differ materially from the forward - looking statements . Accordingly, shareholders and investors should not place undue reliance on any such forward - looking statements . Any forward - looking statement speaks only as of the date of this communication, and United undertakes no obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise, except as required by law . New risks and uncertainties may emerge from time to time, and it is not possible for United to predict their occurrence or how they will affect United . United qualifies all forward - looking statements by these cautionary statements .

 


x Estimated pre - tax charge of approximately $10 million, or $0.07 EPS Significant 4Q23 Financial Updates FDIC Special Assessment 3 x Engaged in a securities loss transaction with the strategic rationale of reducing long duration assets and reposition towards shorter duration assets with greater expected cash flow x Sold $316 million in AFS bonds, at an approximately $52 million pre - tax loss, netting to $264 million x The bonds sold yielded 1.46% with a 5.1 - year duration and a 5.7 - year weighted average life x Reinvested the proceeds in AFS bonds yielding 5.36% x The bonds purchased have a 1.5 - year duration and a 2.6 - year weighted average life x Expected annualized impact includes: x TCE: +/ - 0 bps x NIM: + 4 bps x EPS: + $0.06 x NII: + $9.6 million Bond Portfolio Restructuring Transaction