Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1 (e), 240.13d-1(f) or 240.13d-1(g), check the following box.o

 

* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.  The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

 

2

 

 

(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

 

3

 

 

(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

 

4

 

 

(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

 

5

 

 

(1)                           The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

 

6

 

 

(1)                                 The information set forth in Items 4, 5 and 6 of this statement on Schedule 13D is incorporated herein by reference.

 

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This Amendment No. 1 to Schedule 13D (this Amendment) amends and supplements the Schedule 13D filed on April 13, 2016 (as amended, the Schedule 13D) with the Securities and Exchange Commission, relating to the shares of voting common stock, par value $0.01 per share, of HCSB Financial Corporation (the Company).  The address of the principal executive office of the Company is 3640 Ralph Ellis Boulevard, Loris, South Carolina, 29569.  Unless specifically amended hereby, the disclosures set forth in the Schedule 13D remain unchanged.

 

Item 3.                                                     Source and Amount of Funds or Other Consideration

 

The information in Items 4 and 6 is incorporated by reference.

 

On April 19, 2017, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with United Community Banks, Inc. (United).  On July 31, 2017, pursuant to the Merger Agreement, the Company merged with and into United (the Merger), whereby United continued as the surviving corporation and the separate existence of the Company ceased.

 

Prior to the Merger, Castle Creek Capital Partners VI, LP (Fund VI) owned (1) 35,968,163 shares of voting common stock, par value $0.01 per share, of the Company (HCSB Voting Common Stock) and (2) 74,031,837 shares of non-voting common stock, par value $0.01 per share, of the Company (HCSB Non-Voting Common Stock).  Pursuant to the Merger Agreement, upon the effectiveness of the Merger, each share of Fund VIs HCSB Voting Common Stock and HCSB Non-Voting Common Stock was canceled and converted into the right to receive 0.0050 shares of common stock, par value $1.00 per share, of United (United Common Stock).  Cash was paid in lieu of fractional shares.  As a result, Fund VI has no continuing ownership interest in the Company.

 

The foregoing references to and descriptions of the Merger Agreement, and the transactions contemplated thereby, do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Merger Agreement (including its amendments), attached hereto as Exhibit 2 and incorporated herein by reference.

 

Item 4.                                                         Purpose of Transaction

 

The information in Items 3 and 6 is incorporated by reference.

 

Upon effectiveness of the Merger, the separate corporate existence of the Company ceased.  Accordingly, each of the Reporting Persons has no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D.

 

Item 5.                                                         Interest in Securities of the Issuer

 

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and supplemented, with effect from the date of the event giving rise to this Amendment, by replacing the text in paragraphs (a) and (b) of Item 5 of the Schedule 13D with the following:

 

The information contained on the cover pages to this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4 and 6 is incorporated herein by reference.

 

(a) and (b)

 

Reporting Person		Amount Beneficially  Owned		Percent of Class (1)		Sole Power to Vote or Direct the Vote		Shared Power to Vote or Direct the Vote		Sole Power to Dispose or to Direct the  Disposition		Shared Power to Dispose or Direct the Disposition
Castle Creek Capital Partners VI, LP		0		0.0	%	0		0		0		0
Castle Creek Capital VI LLC		0		0.0	%	0		0		0		0
John M. Eggemeyer		0		0.0	%	0		0		0		0
J. Mikesell Thomas		0		0.0	%	0		0		0		0
Mark G. Merlo		0		0.0	%	0		0		0		0
John T. Pietrzak		0		0.0	%	0		0		0		0

 

(1)         As described in Item 3, the separate corporate existence of the Company ceased upon effectiveness of the Merger.

 

(e)

 

As of July 31, 2017, the Reporting Persons ceased to be beneficial owners of more than five percent of the HCSB Voting Common Stock.

 

Item 6.                                                         Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information set forth in Items 3 and 4 is incorporated herein by reference.

 

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On April 19, 2017, the Company and United entered into the Merger Agreement.  On July 31, 2017, pursuant to the Merger Agreement, the Company merged with and into United, with United continuing as the surviving corporation.  Upon the effectiveness of the Merger, each of the 35,968,163 shares of HCSB Voting Common Stock and 74,031,837 shares of HCSB Non-Voting Common Stock previously owned by Fund VI was canceled and converted into 0.0050 shares of United Common Stock.  Cash was paid in lieu of fractional shares.  As a result, Fund VI has no continuing ownership interest in the Company, and the separate corporate existence of the Company has ceased.

 

Item 7.                                                         Material to be Filed as Exhibits

 

Exhibit		Description
Exhibit 1		Joint Filing Agreement, dated as of April 12, 2016, by and among Castle Creek Capital Partners VI, LP, Castle Creek Capital VI LLC, John M. Eggemeyer, J. Mikesell Thomas, Mark G. Merlo, and John T. Pietrzak (incorporated by reference to Castle Creek Capital Partners VI, LPs Schedule 13D filed on April 13, 2016).
Exhibit 2		Agreement and Plan of Merger, dated as of April 19, 2017, by and between United Community Banks, Inc. and HCSB Financial Corporation (incorporated by reference to Exhibit 2.1 to HCSB Financial Corporations Current Report on Form 8-K filed on April 20, 2017).

 

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SIGNATURES

 

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 2, 2017

 

	CASTLE CREEK CAPITAL PARTNERS VI, LP
	By:	/s/ John M. Eggemeyer
	Name:	John M. Eggemeyer
	Title:	Managing Principal
	CASTLE CREEK CAPITAL VI, LLC
	By:	/s/ John M. Eggemeyer
	Name:	John M. Eggemeyer
	Title:	Managing Principal
	JOHN M. EGGEMEYER
	By:	/s/ John M. Eggemeyer
	Name:	John M. Eggemeyer
	J. MIKESELL THOMAS
	By:	/s/ Mike Thomas
	Name:	Mike Thomas
	MARK G. MERLO
	By:	/s/ Mark Merlo
	Name:	Mark Merlo
	JOHN T. PIETRZAK
	By:	/s/ John T. Pietrzak
	Name:	John T. Pietrzak

 

SIGNATURE PAGE TO SCHEDULE 13D (HCSB FINANCIAL CORPORATION)

 

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