UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of ~~Report~~ Report (Date of earliest event reported): April 1927, 2017

HCSB FINANCIAL CORPORATION

(Exact Name of Registrant As Specified in Its Charter)

South Carolina

(State or Other Jurisdiction of Incorporation)

000-26995		57-1079444
(Commission File Number)		(I.R.S. Employer Identification No.)
3640 Ralph Ellis Blvd, Loris, South Carolina		29569
(Address of Principal Executive Offices)		(Zip Code)

3640 Ralph Ellis Blvd, Loris, South Carolina		29569
(Address of Principal Executive Offices)		(Zip Code)

(843) 756-6333

(Registrant’'s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.~~01.~~405) ~~Entry into~~or aRule ~~Material~~12b-2 ~~Definitive~~of ~~Agreement~~the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

OnEmerging ~~April~~growth ~~19, 2017, HCSB Financial Corporation (the “Company”), the holding~~ company ~~for~~o Horry County State Bank, Loris, South Carolina, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with United Community Banks, Inc. (“United”), the holding company for United Community Bank, Blairsville, Georgia. Under the Merger Agreement, the Company will merge with and into United (the “Merger”) and Horry County State Bank will merge with and into United Community Bank.

~~Under~~If ~~the~~an ~~terms~~emerging ~~and~~growth ~~subject to the conditions of the Merger Agreement~~company, atindicate ~~the~~by ~~effective~~check ~~time~~mark ofif the ~~Merger~~registrant ~~(the~~has ~~“Effective~~elected ~~Time”), outstanding~~not shares of voting common stock, $0.01 par value per share, and non-voting common stock, $0.01 par value per share, of the Company (collectively, “HCSB Common Stock”) will be converted into the right to ~~receive~~use ~~0.0050 shares (~~the ~~“Exchange~~ ~~Ratio”)~~extended oftransition ~~United’s~~period ~~common~~for ~~stock,~~complying ~~$1.00 per value per share (“UCBI Stock”) together~~ with ~~cash in lieu of~~ any ~~fractional~~new ~~shares~~or ~~(the~~revised ~~“Merger~~financial ~~Consideration”).~~accounting Asstandards ~~of April~~provided ~~19,~~pursuant ~~2017,~~to ~~the~~Section ~~Company~~13(a) ~~had 495,763,940 shares~~ of ~~HCSB Common Stock outstanding. The Merger Agreement also includes provisions that address~~ the ~~treatment~~Exchange ~~of the outstanding equity awards of the Company in the Merger~~Act. ~~The parties anticipate closing the Merger during the third quarter of 2017.~~o

~~The~~Item ~~Merger Agreement has been unanimously approved by the boards of directors of each of the Company and United~~2. ~~The closing of the Merger is subject~~02. toResults ~~the required approval~~ of ~~the~~Operations ~~Company’s shareholders, requisite regulatory approvals, the effectiveness of the registration statement to be filed by United with respect to the UCBI Stock to be issued in the Merger,~~ and ~~other~~Financial ~~customary closing conditions~~Condition.

~~The~~On ~~Merger~~April ~~Agreement~~27, ~~contains~~2017, ~~usual~~HCSB ~~and~~Financial ~~customary~~Corporation ~~representations and warranties that~~ (the “Company”) ~~and~~issued ~~United~~a ~~made~~press torelease ~~each~~announcing ~~other~~its asfinancial ofresults ~~specific dates. The assertions embodied in those representations and warranties were made solely~~ for ~~purposes of~~ the ~~contract between the Company~~period ~~and~~ended ~~United~~March 31, ~~and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms~~2017. ~~Moreover,~~A ~~the~~copy ~~representations and warranties are subject to a contractual standard~~ of ~~materiality that may be different from what may be viewed as material to shareholders, and~~ the ~~representations~~press ~~and~~release ~~warranties~~is ~~may~~attached ~~have~~hereto ~~been used to allocate risk between the Company and United rather than establishing matters~~ as ~~facts~~Exhibit 99.1.

~~The Merger Agreement~~Additional ~~provides~~Information ~~certain termination rights for both the Company~~ and ~~United~~Where and further provides that a termination fee of $2 million will be payable by the Company upon termination of the Merger Agreement under certain circumstances, including if the Company or its board of directors withdraws or modifies or qualifies in a manner adverse to ~~United,~~Find its recommendation that its shareholders vote in favor of the Merger Agreement and the transactions contemplated thereby or if the Merger Agreement is terminated while an Acquisition Proposal is outstanding.It

~~The foregoing~~This ~~summary~~communication is being made in respect of the Merger ~~Agreement~~involving isthe ~~qualified~~Company inand ~~its~~United ~~entirety~~Community byBanks, ~~reference~~Inc. (“United”). Investors and security holders are urged to ~~the~~carefully ~~complete~~review ~~text~~and consider each of ~~such~~United’s ~~document,~~and ~~which~~the isCompany’s ~~filed~~public asfilings ~~Exhibit~~with ~~2.1~~the SEC, including but not limited to ~~this~~their ~~Current~~Annual ~~Report~~Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and ~~which~~their isQuarterly ~~incorporated~~Reports ~~herein~~on byForm ~~reference~~10-Q. The ~~related~~documents ~~press~~filed ~~release~~by isUnited with the SEC may be obtained free of charge ~~filed~~at asUnited’s ~~Exhibit~~website 99at http://www.1ucbi.com or at the SEC’s website at http://www.sec.gov. These documents may also be obtained free of charge from United by requesting them in writing to ~~this~~Investor ~~Current~~Relations, ~~Report~~United onCommunity ~~Form~~Banks, 8Inc., 125 Highway 515 East, Blairsville, Georgia 30514-K0398, ~~and~~or isby ~~incorporated~~telephone ~~herein~~to Investor Relations at (706) 781-2265. The documents filed by ~~reference~~the Company with the SEC may be obtained free of charge at the Company’s website at https://www.hcsbaccess.com, or at the SEC’s website at http://www.sec.gov. These documents may also be obtained free of charge from the Company by requesting them in writing to HCSB Financial Corporation, 3640 Ralph Ellis Blvd., Loris, South Carolina 29569 Attn: Jan H. Hollar, or by telephone to Mrs. Hollar at (843) 716-6117.

~~Participants~~United plans to file a registration statement on Form S-4 with the Securities and Exchange Commission to register the shares of United’s common stock that will be issued to the Company’s shareholders in connection with the ~~Merger~~proposed ~~Solicitation~~merger. The registration statement will include a joint proxy statement of the Company and prospectus of United and other relevant materials in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT OR JOINT PROXY/PROSPECTUS BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. A definitive joint proxy statement/prospectus will be sent to the shareholders of the Company seeking the required shareholder approval. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from the SEC’s website or from United or the Company as described above.

~~The Company~~This ~~and~~communication ~~United,~~shall ~~and~~not ~~certain~~constitute ofan ~~their~~offer ~~respective directors, executive officers and other members of management and employees may be deemed~~ to besell ~~participants~~or in the solicitation of ~~proxies~~an ~~from~~offer ~~the~~to ~~shareholders~~buy ofsecurities, ~~the~~nor ~~Company~~shall inthere ~~respect of the Merger. Information regarding the directors and executive officers of the Company and United and other persons who may~~ be ~~deemed participants in the~~any ~~solicitation~~sale of ~~the~~securities ~~shareholders of the Company~~ in ~~connection~~any ~~with~~jurisdiction ~~the Merger will be included~~ in ~~the proxy statement/prospectus for the Company’s special meeting of shareholders,~~ which ~~will~~such be filed by the Company with the SEC. Information about the Company’s directors and executive officers can also be found in the Company’s definitive proxy statement in connection with its 2016 annual meeting of shareholdersoffer, assolicitation ~~filed~~or ~~with~~sale ~~the~~would ~~SEC on June 20, 2016, and other documents subsequently filed by the Company with the SEC. Information about United’s directors and executive officers can also~~ be ~~found~~unlawful inprior ~~United’s definitive~~to ~~proxy~~registration ~~statement~~or ~~in connection with its 2017 annual meeting of shareholders, as filed with the SEC on March 24, 2017,~~qualification ~~and~~under ~~other documents subsequently filed by United with~~ the ~~SEC.~~securities ~~Additional~~laws ~~information regarding the interests~~ of such ~~participants will be included in the proxy statement/prospectus and other relevant documents regarding the Merger filed with the SEC when they become available~~jurisdiction.

~~Item 5.02(e).~~Participants ~~Compensatory~~in ~~Arrangements~~the ofMerger ~~Certain Officers.~~ Solicitation

~~On April 19~~United, ~~2017~~the Company, ~~Jan~~and H.certain ~~Hollar~~of their respective directors and J.executive ~~Rick~~officers ~~Patterson,~~may be deemed to be participants in the ~~Chief~~solicitation of ~~Executive~~proxies ~~Officer~~from ~~and~~the Company’s shareholders in connection with the ~~Chief~~proposed ~~Operating~~merger. ~~Officer~~Information ofregarding the directors and ~~Company~~executive officers of United and their ownership of United common stock is set forth in its 2016 Annual Report on Form 10-K, ~~respectively~~definitive proxy statement for United’s 2017 annual meeting of shareholders, ~~entered~~as ~~into~~filed ~~amendments~~with tothe ~~their~~Securities ~~respective~~and ~~amended~~Exchange Commission on March 24, 2017, and ~~restated~~other ~~employment~~documents ~~agreements~~subsequently filed by United with the SEC. Information regarding the directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in its ~~wholly-owned~~Definitive ~~subsidiary~~Proxy Statement on Form DEF14A filed on June 20, ~~Horry~~2016 ~~County~~and ~~State~~other ~~Bank~~documents (subsequently filed by the ~~“Bank”),~~Company ~~that~~with ~~will~~the ~~become~~SEC. ~~effective~~Such ~~upon~~information will also be included in the ~~consummation~~registration statement and joint proxy statement/prospectus for the Company’s special meeting of shareholders, which will be filed by United with the ~~Mergers~~SEC. ~~These~~Additional ~~amendments~~information ~~extend~~regarding the ~~period~~interests of such participants will be included in the ~~post-termination~~registration ~~restrictive~~statement ~~covenants~~and ~~from~~joint ~~one~~proxy tostatement/prospectus and other relevant documents regarding the ~~two~~proposed ~~years~~merger filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

~~The~~Item ~~above is a summary of the amendments to the amended and restated employment agreements and is qualified by reference in its entirety to these amendments, which are attached hereto as Exhibits 10~~8.~~1 and 10~~01.2, ~~respectively, and incorporated herein by reference~~Other Events.

The information set forth in Item 2.02 is incorporated by reference in this Item 8.01. ~~Other Events~~

OnItem ~~April 20, 2017, the Company and UCBI issued a joint press release announcing the execution of the Merger Agreement~~9.01. ~~The complete~~Financial ~~text~~Statements ofand ~~the joint press release is attached to this report as Exhibit 99~~Exhibits.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated April 19, 2017, by and between United Community Banks, Inc. and HCSB Financial Corporation
99.1	Press Release dated April 27, 2017
10.1	Amendment to the Amended and Restated Employment Agreement, between the Company, the Bank and Jan H. Hollar, dated April 19, 2017
10.2	Amendment to the Amended and Restated Employment Agreement, between the Company, the Bank and J. Rick Patterson, dated April 19, 2017
99.1	Press release dated April 20, 2017 announcing the Merger Agreement with United Community Banks, Inc.

Cautionary Statements Regarding Forward-Looking Information.

This Current Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use 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. Forward-looking statements 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. 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, the possibility that expected benefits may not materialize in the time frames expected or at all, or may be more costly to achieve; that the Merger may not be timely completed, if at all; that prior to completion of the Merger or thereafter, the parties’ respective businesses may not perform as expected due to transaction-related uncertainties or other factors; that the parties are unable to implement successful integration strategies; that the required regulatory, shareholder, or other closing conditions are not satisfied in a timely manner, or at all; reputational risks and the reaction of the parties’ customers to the Merger; diversion of management time to Merger-related issues; and other factors and risk influences contained in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2016 and other documents subsequently filed by the Company with the SEC. Consequently, no forward-looking statement can be guaranteed. Neither the Company nor United undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, the exhibits hereto or any related documents, the Company and United claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Additional Information and Where to Find It.

This communication is being made in respect of the Merger involving the Company and United. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the Merger, United will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a proxy statement/prospectus for the shareholders of the Company. United also plans to file other documents with the SEC regarding the Merger with the Company. The Company will mail the final proxy statement/prospectus to its shareholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. The proxy statement/prospectus, as well as other filings containing information about the Company and United, will be available without charge, at the SEC’s website (http://www.sec.gov). Copies of the proxy statement/prospectus and other documents filed with the SEC in connection with the Merger can also be obtained, when available, without charge, from the Company’s website (http://www.hcsbaccess.com) and United’s website (http://www.ucbi.com).

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.

	HCSB FINANCIAL CORPORATION
Dated: April 20, 2017	By:	/s/ Jan H. Hollar
Dated: April 27, 2017	By:	/s/ Jan H. Hollar
	~~Name: Jan H. Hollar~~	Name: Jan H. Hollar
	~~Title: Chief Executive Officer~~	Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated April 19, 2017, by and between United Community Banks, Inc. and HCSB Financial Corporation
10.1	Amendment to the Amended and Restated Employment Agreement, between the Company, the Bank and Jan H. Hollar, dated April 19, 2017
10.2	Amendment to the Amended and Restated Employment Agreement, between the Company, the Bank and J. Rick Patterson, dated April 19, 2017
99.1	Press release dated April 20, 2017 announcing the Merger Agreement with United Community Banks, Inc.

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