UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]

___________________________

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

Not Applicable
(State of incorporation
if not a U.S. national bank)		 95-3571558
(I.R.S. employer
identification no.)

400 South Hope Street, Suite 400

Los Angeles, California
(Address of principal executive offices)

 90071
(Zip code)

___________________________

 

UNITED COMMUNITY BANKS, INC.
(Exact name of obligor as specified in its charter)

 

Georgia
(State or other jurisdiction of
incorporation or organization)

 

 

 

58-1807304

(I.R.S. employer
identification no.)

125 Highway 515 East

Blairsville, Georgia
(Address of principal executive offices)

 30512
(Zip code)


__________________________________________________

 

 

 

4.500% Fixed to Floating Rate Subordinated Notes due January 30, 2028

(Title of the indenture securities)

 

 

  

 

 

 

 

1.       General information. Furnish the following information as to the trustee:

 

(a)Name and address of each examining or supervising authority to which it is subject.

 

                Name   Address

             Comptroller of the Currency

             United States Department of the Treasury

400 7th Street SW, Suite 3E-218

Washington, D.C. 20219

 

             Federal Reserve Bank of San Francisco 101 Market Street
San Francisco, CA 94105
             Federal Deposit Insurance Corporation

550 17th Street, N.W.
Washington, D.C. 20429

 

3501 N. Fairfax Drive
Arlington, VA 22226

 

(b)Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

3-15.Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because, to the best of The Bank of New York Mellon Trust Company, N.A.’s knowledge, the obligor is not in default on any securities issued under indentures under which The Bank of New York Mellon Trust Company, N.A. acts as trustee and the trustee is not a foreign trustee as provided under Item 15.

 

16.List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.) (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

2.A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

3.A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

 

4.A copy of the existing By-Laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

 

6.The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).
   
 7.A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

       

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Los Angeles, and State of California, on the 18th day of January, 2018.

 

 

  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
       
       
    By: /s/ Karen Yu
    Name: Karen Yu
    Title: Vice President

 

 

 

 

 

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 400 South Hope Street, Suite 500, Los Angeles, CA 90071

 

At the close of business September 30, 2017, published in accordance with Federal regulatory authority instructions.

 

 

        Dollar amounts  
ASSETS     in thousands  
         
Cash and balances due from        
depository institutions:        
Noninterest-bearing balances        
  and currency and coin     2,212  
Interest-bearing balances     437,186  
Securities:        
Held-to-maturity securities     0  
Available-for-sale securities     628,999  
Federal funds sold and securities        
purchased under agreements to resell:        
Federal funds sold     0  
Securities purchased under agreements to resell     0  
Loans and lease financing receivables:        
Loans and leases held for sale     0  
Loans and leases, held for investment     0  
LESS: Allowance for loan and lease losses     0  
Loans and leases held for investment, net of allowance     0  
Trading assets     0  

Premises and fixed assets (including capitalized leases)

     10,964  
Other real estate owned     0  
Investments in unconsolidated        
        subsidiaries and associated companies     0  
Direct and indirect investments in real estate ventures     0  
Intangible assets:        
Goodwill     856,313  
Other intangible assets     30,965  
Other assets     174,652  
Total assets     $2,141,291  

 

 

 

         
         

LIABILITIES

        
         
Deposits:        
In domestic offices     685  
         Noninterest-bearing     685  
         Interest-bearing     0  
Not applicable        
Federal funds purchased and securities       
        sold under agreements to repurchase:      
        Federal funds purchased     0  
        Securities sold under agreements to repurchase     0  
Trading liabilities     0  

Other borrowed money:

            (includes mortgage indebtedness and obligations under capitalized leases)

     0  
Not applicable        
Not applicable        
Subordinated notes and debentures     0  
Other liabilities     353,141  
Total liabilities     353,826  
Not applicable        

 

EQUITY CAPITAL        
         
Perpetual preferred stock and related surplus     0  
Common stock     1,000  
Surplus (exclude all surplus related to preferred stock)     1,123,073  
Not available        
Retained earnings     664,553  
Accumulated other comprehensive income     -1,161  
Other equity capital components     0  
Not available        
Total bank equity capital     1,787,465  
Noncontrolling (minority) interests in consolidated subsidiaries     0  
Total equity capital     1,787,465  
Total liabilities and equity capital     $2,141,291  

 

 

 

 

 

 

      I, Matthew J. McNulty, CFO of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.
           
      Matthew J. McNulty      )          CFO          
           
      We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.
   

                     Antonio I. Portuondo, President   )

                     William D. Lindelof, Director      )               Directors (Trustees)

                     Alphonse J. Briand, Director        )