United Community Banks Inc S-4/A, filed Oct 20, 2021

United Community Banks Inc (UCB)

S-4/A 2021-10-20

View Original

Added on October 20, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Georgia			6022			58-1807304
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		10
COMPARATIVE MARKET PRICE DATA		17
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		18
RISK FACTORS		20
INFORMATION ABOUT THE SPECIAL MEETING		26
RELIANT PROPOSALS		30
INFORMATION ABOUT UNITED COMMUNITY BANKS, INC.		32
INFORMATION ABOUT RELIANT BANCORP, INC.		33
THE MERGER		34
THE MERGER AGREEMENT		56
INTERESTS OF RELIANT’S DIRECTORS AND EXECUTIVE OFFICERS IN THE MERGER		72
ACCOUNTING TREATMENT		77
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		78
DESCRIPTION OF CAPITAL STOCK OF UNITED		81
COMPARISON OF SHAREHOLDERS’ RIGHTS		84
EXPERTS		90
LEGAL MATTERS		90
DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS		90
WHERE YOU CAN FIND MORE INFORMATION		92
ANNEX A — Agreement and Plan of Merger		A-1
ANNEX B — Opinion of Raymond James & Associates, Inc.		B-1

	United Common Stock			Reliant Common Stock			Implied Value of One Share of Reliant Common Stock
July 13, 2021		$	31.07		$	27.54		$	30.58
October 18, 2021		$	33.94		$	32.85		$	33.40

Date	Reliant Closing Share Price			United Closing Share Price			Exchange Ratio		Estimated Equivalent Per Share Value(1)
July 13, 2021		$	27.54		$	31.07		0.9842		$	30.58
October 18, 2021		$	32.85		$	33.94		0.9842		$	33.40

	IMPLIED COMMON SHARE MERGER CONSIDERATION
	Price /
	TBV per Share			LTM EPS			‘21E EPS			‘22E EPS
75th Percentile		$	27.72		$	38.12		$	34.55		$	38.18
Median		$	24.52		$	30.74		$	31.51		$	32.70
Mean		$	24.38		$	32.68		$	33.35		$	34.44
25th Percentile		$	20.77		$	29.86		$	29.50		$	30.25

	SUMMARY TRANSACTION MULTIPLES
	Deal Value / TBV		Deal Value / LTM Earnings		Premium / Core Deposits
Median		177%		14.8x		7.4%
Mean		168%		16.7x		8.0%
25th Percentile		156%		14.7x		5.8%
Implied merger metric		194%		11.8x		12.1%

Name	Cash ($)(1)		Equity ($)(2)		Perquisites/ Benefits ($)(3)		Total ($)
Named Executive Officers*
DeVan D. Ard, Jr.		1,768,599		772,947		37,549		2,579,095
Mark E. Ryman		650,000		344,112		37,549		1,031,661
John R. Wilson		987,578		461,532		37,549		1,486,659

Name	Unvested Stock Options ($)		Unvested Restricted Stock Units ($)
Named Executive Officers
DeVan D. Ard, Jr.		23,004		749,943
Mark E. Ryman		7,531		336,581
John R. Wilson		12,187		449,345

Name	Benefit Plan Continuation ($)
Named Executive Officers
DeVan D. Ard, Jr.		37,549
Mark E. Ryman		37,549
John R. Wilson		37,549

	RELIANT			UNITED
	AUTHORIZED CAPITAL STOCK
	Reliant is authorized to issue 40,000,000 shares of capital stock, of which 30,000,000 shares must be common stock, par value $1.00 per share, and 10,000,000 shares must be preferred stock, par value $1.00 per share. As of October 18, 2021, Reliant had issued and outstanding (i) 16,682,928 shares of common stock, and (ii) no shares of preferred stock.			United is authorized to issue up to (i) 200,000,000 shares of common stock, par value $1.00 per share, (ii) 30,000,000 shares of non-voting common stock, $1.00 par value per share, and (iii) 10,000,000 shares of preferred stock, $1.00 par value per share, of which 4,000 are designated as Series I preferred stock. As of October 18, 2021, there were 89,800,200 shares of United common stock issued and outstanding, no shares of United non-voting common stock issued, and outstanding and 4,000 shares of United preferred stock issued and outstanding, consisting of 4,000 shares of United Series I preferred stock.
	VOTING LIMITATIONS
	The holders of Reliant common stock are entitled to one vote per share on all matters presented for a shareholder vote. Reliant shareholders are not entitled to cumulative voting for directors.			Each share of United common stock is entitled to one vote on each matter voted on at a meeting of United’s shareholders. United shareholders are not entitled to cumulative voting for directors.
	RIGHTS OF PREFERRED STOCK
	Reliant’s charter authorizes the board of directors to issue 10,000,000 shares of preferred stock, par value $1.00 per share. The Reliant board may, by resolution, issue one or more series of preferred stock and set forth the designation and preferences, limitations, and relative rights of such series without shareholder approval. Reliant has no shares of preferred stock issued and outstanding.			United’s articles of incorporation provide that the United board of directors may issue, without any further vote or action by shareholders, shares of preferred stock in one or more series and, with respect to each such series, fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series, and the powers, preferences and relative, participation, optional and other special rights, if any, and any qualifications, limitations or restrictions, of the shares of such series. As of the date hereof, there were 4,000 shares of preferred

	RELIANT			UNITED
				stock issued and outstanding, all of which are designated as the United Series I preferred stock.
	SIZE OF BOARD OF DIRECTORS
	Reliant’s bylaws provide that its board of directors must consist of at least five but no more than 25 individuals. The number of members of the board of directors may from time to time be fixed or changed, within the range set forth above, by resolution of the board of directors. Directors are elected annually at the annual meeting of Reliant shareholders by a majority of the votes cast, except that if the number of nominees exceeds the number of directors to be elected, directors are instead elected by a plurality of the votes cast by shares entitled to vote, assuming the presence a quorum at the meeting. Reliant’s board of directors is currently comprised of 12 directors.			United’s bylaws provide that the number of directors on United’s board of directors may range from eight to 14. The number of directors may be increased or decreased from time to time by the board of directors by resolution, but no decrease shall have the effect of shortening the term of an incumbent director. United’s board of directors is currently comprised of 12 directors.
	CLASSES OF DIRECTORS
	The Reliant board consists of one class. Reliant’s directors are elected annually by our shareholders at our annual meetings of shareholders for terms expiring at the next annual meeting of Reliant shareholders and until their successors are duly elected and qualified or until their earlier death, resignation, retirement, or removal.			United’s board of directors consists of one class. All directors serve a one-year term, expiring at the next annual meeting of shareholders or until their respective successors are duly elected and qualified.
	REMOVAL OF DIRECTORS
	The TBCA provides that shareholders may remove directors with or without cause unless a corporation’s charter provides that directors may be removed only for cause. However, if a director is elected by a particular voting group, that director may only be removed by the requisite vote of that voting group. Reliant’s charter provides that a director may be removed by the shareholders of Reliant only for cause and in accordance with Reliant’s bylaws. Reliant directors may also be removed for cause by the vote of a majority of the board of directors at a meeting called for such purpose. The notice of any such meeting, whether of the shareholders of Reliant or the directors, must state that the purpose of the meeting is the removal of one or more directors.			The articles of incorporation of United provide that directors may be removed only for cause and only upon the affirmative vote of the holders of two-thirds of the issued and outstanding shares entitled to vote on the removal.

	RELIANT			UNITED
	FILLING VACANCIES ON THE BOARD OF DIRECTORS
	Reliant’s bylaws state that in the event of a vacancy on the board of directors, including a vacancy resulting from an increase in the number of directors or a vacancy resulting from the removal of a director for any reason or a director’s resignation, (a) the shareholders may fill the vacancy, (b) the board of directors may fill the vacancy, or (c) if the directors remaining in office constitute fewer than a quorum of the board of directors, the directors remaining in office may fill the vacancy by the affirmative vote of a majority of such directors.			United’s bylaws provide that a vacancy occurring in the board of directors for any reason may be filled for the unexpired term, unless the shareholders have elected a successor, by the affirmative vote of a majority of the remaining directors, whether or not the remaining directors constitute a quorum.
	SPECIAL MEETINGS OF SHAREHOLDERS
	Reliant’s charter allows special meetings of shareholders to be called by the holder(s) of 20% or more of the issued and outstanding shares of voting stock of Reliant in the manner prescribed in the bylaws of Reliant. Reliant’s bylaws provide that special meetings of the shareholders of Reliant may be called by (i) the Chairman of the Reliant board, (ii) the President or Chief Executive Officer of Reliant, (iii) a majority of the Reliant board, or (iv) the holders of 20% or more of the outstanding shares of voting stock of Reliant. Moreover, Reliant’s bylaws provide that if a shareholder calls a special meeting, the request for the meeting must: (i) be in writing, (ii) specify the general nature of the business proposed to be transacted, and (iii) be delivered to the Secretary of Reliant.			United’s bylaws provide that special meetings may be called by the board of directors, the chairman of the board of directors, the chief executive officer, the president or the chief financial officer and by the holders of at least 25% of the shares entitled to vote on the matter considered at the special meeting.
	QUORUM
	Except as otherwise provided by law, in accordance with Reliant’s bylaws, the holders of a majority of the shares entitled to vote on a matter to be considered at an annual or special meeting of shareholders, present in person or by proxy, constitute a quorum at any meeting of the shareholders of Reliant with respect to that matter.			Under United’s bylaws, except as otherwise provided by law or by United’s articles of incorporation, the holders of record of a majority of the shares of capital stock of United, issued and outstanding, entitled to vote at the meeting, present in person or by proxy shall constitute a quorum at a meeting of shareholders.
	NOTICE OF SHAREHOLDER MEETINGS
	Reliant’s bylaws provide that, except as otherwise provided by law, written notice of the date, time, and place of each annual or special meeting of the shareholders of Reliant must be given to all shareholders entitled to notice of the meeting, at the addresses shown on the stock records of Reliant for such persons, no fewer than 10 days nor more than			United’s bylaws provide that written notice of the date, time and place of each annual and special meeting of United’s shareholders will be given no fewer than ten days nor more than 60 days before the meeting date to each shareholder of record entitled to vote at the meeting.

	RELIANT			UNITED
	60 days prior to the date of the meeting. Notice of any special meeting of the shareholders of Reliant must state the purpose or purposes of the meeting.
	LIMITATION OF PERSONAL LIABILITY OF OFFICERS AND DIRECTORS
	Reliant’s charter provides that no Reliant director will be personally liable to Reliant or its shareholders for monetary damages for breach of any fiduciary duty as a director, except for a breach of the director’s duty of loyalty to Reliant or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or under Section 48-18-302 of the TBCA with respect to unlawful distributions. Any amendment to this provision of the Reliant charter by the shareholders of Reliant requires the affirmative vote of at least two-thirds of all votes entitled to be cast on the amendment, unless the amendment is approved by of two-thirds of the members of the Reliant board in which event the amendment requires the affirmative vote of a majority of all votes entitled to be cast on the amendment.			United’s articles of incorporation provide that no director of United shall be personally liable to United or its shareholders for breach of his or her duty of care or other duty as a director, but only to the extent permitted from time to time by the GBCC. As provided under Georgia law, the liability of a director may not be eliminated or limited (1) for any appropriation, in violation of his duties, of any business opportunity of United, (2) for acts or omissions which involve intentional misconduct or a knowing violation of law, (3) for unlawful corporate distributions, or (4) for any transaction from which the director received an improper benefit.
	INDEMNIFICATION OF DIRECTORS AND OFFICERS AND INSURANCE
	Reliant’s charter provides that Reliant must indemnify and advance expenses to its directors and officers, and may indemnify and advance expenses to all other persons it has the power to indemnify and advance expenses to under the TBCA, and may purchase and maintain insurance or furnish similar protection on behalf of its directors, officers, and employees, in each case to the fullest extent authorized by the TBCA and applicable federal laws and regulations.			United’s bylaws require it to indemnify its directors, officers, employees, and agents against judgments, fines, penalties, amounts paid in settlement, and expenses, including attorneys’ fees, resulting from various types of legal actions or proceedings instituted by third parties if the actions of the director, officer, employee, or agent being indemnified meet the standards of conduct specified therein. In addition, United’s bylaws require it to indemnify its directors, officers, employees, and agents for expenses actually and reasonably incurred in connection with legal actions or proceedings instituted by or in the right of United to procure a judgment in its favor, if the actions of the director, officer, employee, or agent being indemnified meet the standards of conduct set forth therein. However, United will not indemnify a director, officer, employee, or agent for such expenses if such person is adjudged liable to United, unless so ordered by the court in which the legal action or proceeding is brought. A determination concerning whether or not the applicable standard of conduct has been met by a

	RELIANT			UNITED
				director, officer, employee, or agent seeking indemnification must be made by (1) a disinterested majority of the Board of Directors, (2) United’s legal counsel, if a quorum of disinterested directors is not obtainable or if the disinterested directors so order, or (3) an affirmative vote of a majority of shares held by the shareholders. No indemnification may be made to or on behalf of a director, officer, employee, or agent in connection with any other proceeding in which such person was adjudged liable on the basis that personal benefit was improperly received by him or her. United’s directors and officers are insured against losses arising from any claim against them as such for wrongful acts or omission, subject to certain limitations.
	AMENDMENTS TO CHARTER OR ARTICLES OF INCORPORATION AND BYLAWS
	The TBCA provides that certain relatively technical amendments to a corporation’s charter may be adopted by the directors without shareholder action. Generally, pursuant to Section 48-20-103 of the TBCA, any other amendment to a corporation’s charter must first be recommended to the shareholders by the board of directors and thereafter be approved by a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters’ rights, unless the charter or the board of directors require a greater vote. Reliant’s charter provides that it may be amended by the shareholders of Reliant only by the affirmative vote of a majority of all votes entitled to be cast on the amendment, unless a greater vote is expressly required by Reliant’s charter or by the TBCA. Any amendment to “Section 8. Limitation of Director Liability” of Reliant’s charter by the shareholders of Reliant requires the affirmative vote of at least two-thirds of all votes entitled to be cast on the amendment, unless the amendment is approved by of two-thirds of the members of the Reliant board in which event the amendment requires the affirmative vote of a majority of all votes entitled to be cast on the amendment. Under the TBCA, shareholder action is generally not necessary to amend a corporation’s bylaws, unless corporation’s charter provides otherwise or its shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.			United’s articles of incorporation specifically provide that any amendment or repeal of any provision of the articles of incorporation or Article II (Shareholders’ Meetings) or Article III (Board of Directors) of the bylaws requires the affirmative vote of holders of a majority of the shares of United’s capital stock then issued and outstanding and entitled to vote on such matters. United’s bylaws provide that United’s board of directors may alter, amend or repeal United’s bylaws or adopt new bylaws, subject to the voting requirement included in United’s articles of incorporation. Any bylaws adopted by United’s board of directors may be altered, amended or repealed, and new bylaws adopted, by the shareholders of United.

	United SEC Filings			Period or Date Filed
	Annual Report on Form 10-K			Year ended December 31, 2020
	Quarterly Reports on Form 10-Q			Quarters ended March 31, 2021 and June 30, 2021
	Current Reports on Form 8-K			Filed on April 23, 2021, May 13, 2021, May 14, 2021, July 15, 2021, August 16, 2021, October 1, 2021 and October 19, 2020 (other than the portions of those documents not deemed to be filed)
	Definitive Proxy Statement on Schedule 14A			Filed on March 30, 2021

	Reliant SEC Filings			Period or Date Filed
	Annual Report on Form 10-K			Year ended December 31, 2020
	Quarterly Reports on Form 10-Q			Quarters ended March 31, 2021 and June 30, 2021
	Current Reports on Form 8-K or 8-K/A			Filed on January 26, 2021, April 28, 2021, May 17, 2021, June 28, 2021, July 15, 2021, and August 3, 2021 (other than the portions of those documents not deemed to be filed)
	Definitive Proxy Statement on Schedule 14A			Filed April 8, 2021

	If to Company:			with a copy (which shall not constitute notice) to:
	United Community Banks, Inc. Attention: Melinda Davis Lux 2 West Washington Street, Suite 700 Greenville, SC 29601			Nelson Mullins Riley & Scarborough Attention: Neil Grayson and Lee Kiser 2 West Washington Street, Suite 400 Greenville, SC 29601
	If to Target:			with a copy (which shall not constitute notice) to:
	Reliant Bancorp, Inc. Attention: Chief Executive Officer 6100 Tower Circle, Suite 120 Franklin, TN 37067			K&L Gates LLP Attention: Adam G. Smith 222 Second Avenue South, Suite 1700 Nashville, TN 37201

				UNITED COMMUNITY BANKS, INC.
				By: /s/ H. Lynn Harton
				Name: H. Lynn Harton
				Title: Chairman, President and Chief Executive Officer

	RELIANT			UNITED
	Reliant’s charter provides that the bylaws of Reliant may be amended by the shareholders of Reliant only by the affirmative vote of a majority of all votes entitled to be cast on the amendment, unless a greater vote is required by the TBCA. The bylaws of Reliant may be amended by the board of directors of Reliant to the fullest extent permitted by the TBCA; provided, however, that any amendment to the bylaws of Reliant by the Reliant board must be approved by the affirmative vote of a majority of the members of the board of directors, unless a greater vote is required by the TBCA.
	SHAREHOLDER RIGHT TO MAKE PROPOSALS AND TO NOMINATE DIRECTORS
	Under Tennessee law, shareholders have the right to submit proposals to the board of directors and to submit nominations for directors. Reliant’s bylaws allow for a shareholder to nominate a director so long as the shareholder is entitled to vote and timely provides written notice of the nomination in proper form to the Secretary of Reliant. Reliant’s bylaws allow for shareholder proposals to be brought before the board at the annual meeting so long as written notice of the proposal is timely given to the Secretary of Reliant in proper form.			United’s bylaws provide that for business to be brought properly before an annual meeting by a shareholder, the shareholder must have given timely notice of the business in writing to the Secretary of United. To be timely, the notice must be delivered or mailed to and received at the principal offices of United on or before the later to occur of (i) 14 days prior to the annual meeting or (ii) five days after notice of the meeting is provided to the shareholders. A shareholder’s notice must set forth (i) a brief description of each matter of business the shareholder proposes to bring before the meeting and the reasons for conducting the business at the meeting; (ii) the name, as it appears on United’s books, and address of the shareholder proposing the business; (iii) the series or class and number of shares of United’s capital stock that are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in the proposed business.

	ARTICLE I DEFINITIONS					A-4
	Section 1.1 Certain Definitions					A-4
	Section 1.2 Other Definitions					A-11
	ARTICLE II THE MERGER					A-12
	Section 2.1 The Merger					A-12
	Section 2.2 Closing					A-12
	Section 2.3 Effective Time					A-12
	Section 2.4 Effects of the Merger					A-12
	Section 2.5 Company Stock					A-12
	A-Section 2.6 Name of Surviving Corporation					A-12
	Section 2.7 Charter and Bylaws of Surviving Corporation					A-12
	Section 2.8 The Bank Merger					A-12
	ARTICLE III MERGER CONSIDERATION					A-13
	Section 3.1 Conversion of Target Common Stock					A-13
	Section 3.2 Exchange Procedures.					A-13
	Section 3.3 Rights as Target Shareholders					A-14
	Section 3.4 No Fractional Shares					A-15
	Section 3.5 Dissenters’ Rights					A-15
	Section 3.6 Excluded Shares					A-15
	Section 3.7 Adjustments Upon Change in Capitalization					A-15
	Section 3.8 Target Equity Awards.					A-15
	Section 3.9 Withholding Rights					A-16
	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF TARGET					A-16
	Section 4.1 Target Disclosure Memorandum					A-16
	Section 4.2 Representations and Warranties					A-16
	ARTICLE V REPRESENTATIONS AND WARRANTIES OF COMPANY					A-31
	Section 5.1 Company Disclosure Memorandum					A-31
	Section 5.2 Representations and Warranties					A-31
	ARTICLE VI CONDUCT PENDING THE MERGER					A-41
	Section 6.1 Conduct of Business Prior to Effective Time					A-41
	Section 6.2 Target Forbearances					A-41
	Section 6.3 Company Forbearances					A-43
	Section 6.4 Absence of Control					A-44
	ARTICLE VII COVENANTS					A-44
	Section 7.1 Acquisition Proposals.					A-44
	Section 7.2 Notice of Certain Matters					A-45
	Section 7.3 Access and Information.					A-46
	Section 7.4 Regulatory Filings; Consents and Approvals.					A-46
	Section 7.5 Further Assurances					A-47
	Section 7.6 Publicity					A-47
	Section 7.7 Target Shareholders Meeting.					A-47
	Section 7.8 Employee and Benefit Matters.					A-49

	Section 7.9 Indemnification.					A-50
	Section 7.10 Registration Statement.					A-51
	Section 7.11 Nasdaq Listing					A-52
	Section 7.12 Section 16 Matters					A-52
	Section 7.13 Takeover Laws					A-52
	Section 7.14 Litigation and Claims					A-52
	Section 7.15 Operating Functions					A-53
	Section 7.16 Assumption of Target Debt					A-53
	Section 7.17 Legal Conditions to Merger					A-53
	Section 7.18 Dividends					A-53
	Section 7.19 Mortgage Subsidiary					A-53
	ARTICLE VIII CONDITIONS TO CONSUMMATION OF MERGER					A-54
	Section 8.1 Conditions to Each Party’s Obligation					A-54
	Section 8.2 Conditions to Obligation of Target					A-54
	Section 8.3 Conditions to Obligation of Company					A-55
	ARTICLE IX TERMINATION					A-56
	Section 9.1 Termination					A-56
	Section 9.2 Effect of Termination					A-57
	Section 9.3 Termination Fee.					A-57
	Section 9.4 Other Agreements					A-58
	ARTICLE X MISCELLANEOUS					A-58
	Section 10.1 Survival					A-58
	Section 10.2 Interpretation					A-58
	Section 10.3 Amendment; Waiver					A-59
	Section 10.4 Counterparts; Electronic Delivery					A-59
	Section 10.5 Governing Law					A-59
	Section 10.6 Expenses					A-59
	Section 10.7 Notices					A-59
	Section 10.8 Entire Agreement; Third Party Beneficiaries					A-60
	Section 10.9 Severability					A-60
	Section 10.10 Assignment					A-60
	Section 10.11 Specific Performance					A-60
	Section 10.12 Submission to Jurisdiction					A-60
	Section 10.13 Jury Trial Waiver					A-61
	Section 10.14 Confidential Supervisory Information					A-61

Exhibit No.		Description
	2.1	Agreement and Plan of Merger by and between United Community Banks, Inc. and Reliant Bancorp, Inc. dated as of July 14, 2021 (incorporated herein by reference to Exhibit 2.1 to United Community Banks, Inc.’s Current Report on Form 8-K dated July 14, 2021 and filed with the SEC on July 15, 2021).*
	3.1	Composite Restated Articles of Incorporation of United Community Banks, Inc. (incorporated herein by reference to Exhibit 3.1 to United Community Banks, Inc.’s Registration Statement on Form S-4 filed with the SEC on July 29, 2021).

Exhibit No.		Description
	3.2	Amended and Restated Bylaws of United Community Banks, Inc. (incorporated by reference to Exhibit 3.2 to United Community Banks, Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2015, filed with the Securities and Exchange Commission on May 11, 2015).
	5.1	Opinion of Nelson Mullins Riley & Scarborough LLP regarding the validity of the securities to be issued.
	8.1	Opinion of Nelson Mullins Riley & Scarborough LLP regarding certain tax matters.
	8.2	Opinion of K&L Gates LLP regarding certain tax matters.
	21.1	Subsidiaries of United Community Banks, Inc. (incorporated by reference to Exhibit 21 to United Community Banks, Inc.’s Annual Report on Form10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on February 25, 2021).
	23.1	Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 5.1).
	23.2	Consent of Nelson Mullins Riley & Scarborough LLP (included in Exhibit 8.1).
	23.3	Consent of PricewaterhouseCoopers LLP.
	23.4	Consent of Maggart & Associates, PC.
	23.5	Consent of K&L Gates LLP (included on Exhibit 8.2).
	24.1	Power of Attorney (included on signature page).**
	99.1	Consent of Raymond James & Associates, Inc.
	99.2	Form of proxy of Reliant Bancorp, Inc.

Signature	Title	Date
By: /s/ H. Lynn Harton H. Lynn Harton	Chairman, President and Chief Executive Officer (Principal Executive Officer)	October 20, 2021
By: /s/ Jefferson L. Harralson Jefferson L. Harralson	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	October 20, 2021
By: /s/ Alan H. Kumler Alan H. Kumler	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	October 20, 2021
By: * Thomas A. Richlovsky	Lead Independent Director	October 20, 2021
By: * Jennifer Mumby Bazante	Director	October 20, 2021
By: * Robert Blalock	Director	October 20, 2021
By: * James P. Clements	Director	October 20, 2021
By: * Kenneth L. Daniels	Director	October 20, 2021
By: * Lance F. Drummond	Director	October 20, 2021
By: * Jennifer Mann	Director	October 20, 2021
By: * David C. Shaver	Director	October 20, 2021

	Very truly yours,

	/s/ NELSON MULLINS RILEY & SCARBOROUGH, LLP