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Form 8-K
 
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):
June 1, 2007
 
United Community Banks, Inc. 
(Exact name of registrant as specified in its charter)
 
Georgia
No. 0-21656
No. 58-180-7304
(State or other jurisdiction of
(Commission File Number)
(IRS Employer
 incorporation)
  
Identification No.)
 
63 Highway 515, P.O. Box 398
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:
 
 
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
 
q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
 
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
 
q
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))



Item 2.01
Completion of Acquisition or Disposition of Assets.
   
 
On June 1, 2007, pursuant to the Agreement and Plan of Reorganization (the “Acquisition Agreement”) dated as of February 5, 2007, between United Community Banks, Inc., (“United”) and Gwinnett Commercial Group, Inc., a Georgia corporation (“GCG”), GCG merged with and into United (the “Merger”). 
   
 
Pursuant to the Merger, each share of common stock of GCG was converted into the right to receive either 2.2545 shares of United, or $72.8865 in cash, without interest.  The issuance of United’s common stock pursuant to the Merger was registered under the Securities Act of 1933, as amended, pursuant to United’s registration statement on Form S-4 (File No. 333-141203), filed with the Securities and Exchange Commission and declared effective on May 3, 2007.  The definitive proxy statement/prospectus of GCG and United, dated May 3, 2007, that forms a part of the registration statement contains additional information about the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the nature of United’s and GCG’s business, the principles used in determining the Merger consideration and the nature of any interests of United’s and GCG’s directors and officers.  The foregoing description of the Acquisition Agreement (including the description of the consideration paid in connection with the Merger) is qualified in its entirety by reference to the Acquisition Agreement, a copy of which was filed as Exhibit 2.1 to the registration statement on Form S-4 described above and is incorporated herein by reference.
   
 
Based on the closing price of United’s common stock on the Nasdaq Global Select Market on June 1, 2007 of $30.80 per share, the total Merger consideration was $207,794,943 million.
   
 
On June 1, 2007, United issued a press release announcing the completion of the Merger and the other transactions contemplated by the Merger Agreement.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
   
Item 9.01
Financial Statements and Exhibits
 
    (c) Exhibits:
         
      99.1
Press Release, dated June 1, 2007



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.


   
/s/ Rex S. Schuette
  
   
Rex S. Schuette
  
   
Executive Vice President and
  
June 5, 2007   Chief Financial Officer  
 

Exhibit 99.1
Exhibit 99.1

For Immediate Release
 
For more information:       
Rex S. Schuette
Chief Financial Officer
(706) 781-2266
Rex_Schuette@ucbi.com

 
UNITED COMMUNITY BANKS, INC. COMPLETES ACQUISITION
OF GWINNETT COMMERCIAL GROUP, INC.
 
BLAIRSVILLE, GA, - June 1, 2007 - United Community Banks, Inc. (Nasdaq: UCBI) today announced that it has completed the acquisition of metro Atlanta-based Gwinnett Commercial Group, Inc. and its wholly owned community banking subsidiary, First Bank of the South. United now has 10 community banks with 39 offices and $3 billion in assets in the Atlanta MSA.

The merger will add three offices in Gwinnett County and one each in DeKalb and north Fulton counties. The population of Gwinnett, the second-largest county in the Atlanta MSA, is projected to grow at four times the national average, or 26 percent, over the next five years.

“Atlanta is the economic engine of the South and one of the most robust banking markets in the country,” said Jimmy Tallent, president and chief executive officer of United Community Banks. “This partnership has allowed us to enter three key areas in this market and to fill a critical gap in United’s footprint. It also accomplishes a primary strategic objective of encircling the metro Atlanta area.”

Glenn White, chief executive officer of First Bank of the South, and Steve Williams, president, will continue their roles in the newly formed United Community Bank - Gwinnett, United’s 27th community bank. “This merger is about the growth of two companies that will fit together exceptionally well,” said Glenn White. “We are delighted to join this organization and we look forward to the opportunities this merger will provide for our employees and our customers. The combination will provide our customers with a greater number of convenient banking offices as well as access to a broader array of financial products and services. We anticipate continuing our strong growth and financial performance as part of this winning team.”
 
 
Gwinnett Commercial’s board members will continue their service on the board of United Community Bank - Gwinnett. In addition, John D. Stephens, chairman of Gwinnett Commercial, will join the United Community Banks, Inc. board of directors.

“First Bank of the South is a well-run, well-respected community bank,” Tallent added. “We are very pleased to add to our family this team of outstanding bankers who share our passion for building long-term value for our shareholders through exceptional customer service.”

About United Community Banks, Inc.
Headquartered in Blairsville, United Community Banks is the third-largest bank holding company in Georgia. United Community Banks has combined assets of approximately $8.0 billion and operates 27 community banks with 108 banking offices located throughout north Georgia, metro Atlanta, coastal Georgia, western North Carolina and east Tennessee. The company specializes in providing personalized community banking services to individuals and small to mid-size businesses. United Community Banks also offers the convenience of 24-hour access through a network of ATMs, telephone and on-line banking. United Community Banks common stock is listed on the Nasdaq Global Select Market under the symbol UCBI. Additional information may be found at the company's web site at www.ucbi.com.

Safe Harbor
This news release contains forward-looking statements, as defined by Federal Securities Laws, including statements about financial outlook and business environment. These statements are provided to assist in the understanding of future financial performance and such performance involves risks and uncertainties that may cause actual results to differ materially from those in such statements. Any such statements are based on current expectations and involve a number of risks and uncertainties. For a discussion of factors that may cause such forward-looking statements to differ materially from actual results, please refer to the section entitled “Forward-Looking Statements” on page 4 of United Community Banks, Inc.’s annual report filed on Form 10-K with the Securities and Exchange Commission.
 
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