SouthState Corporation (NASDAQ: SSB) (“SouthState” or the
“Company”) and Atlantic Capital Bancshares, Inc. (NASDAQ: ACBI)
(“Atlantic Capital”) jointly announced today the signing of a
definitive agreement pursuant to which Atlantic Capital will merge
with and into SouthState in an all-stock transaction with an
aggregate value of approximately $542 million,
or $26.43 per share of Atlantic Capital common stock.
Atlantic Capital, based in Atlanta, Georgia, has approximately
$3.8 billion in total assets, $3.3 billion in total deposits, and
$2.3 billion in total loans as of June 30, 2021, and operates one
branch in the Atlanta metro area and one branch in Athens, Georgia.
This merger will enhance SouthState’s scale and improve market
density in the attractive Atlanta market. SouthState will have top
ten deposit market share in the Atlanta MSA, with approximately $5
billion in pro forma deposits. Upon merger completion, the combined
company will have pro forma total assets of $44 billion, deposits
of $36 billion, gross loans of $26 billion, and a market
capitalization of approximately $5.7 billion.
"We are pleased to announce this partnership with Doug and his
team at Atlantic Capital. Atlanta is a strategically important
market for us, and this attractive, in-market transaction
significantly expands our market share in one of the fastest
growing cities in the country,” said John C. Corbett, Chief
Executive Officer of SouthState. “Additionally, Atlantic Capital
provides a high-growth Fintech and Payments platform and a seasoned
team of Atlanta bankers with a proven record of success.”
Douglas L. Williams, President and CEO of Atlantic Capital,
said, ”This partnership with SouthState enhances our purpose to
fuel prosperity for our shareholders, clients, and teammates.
SouthState’s larger capital base and broader range of capabilities
will strengthen our client relationships and expand our new
business opportunities. Our companies are tightly aligned
culturally; we operate on the same core banking and treasury
management platforms, and our credit and risk management
philosophies and processes are similar.”
Subject to the terms of the merger agreement, Atlantic Capital
shareholders will receive 0.36 shares of SouthState common stock
for each outstanding share of Atlantic Capital common stock.
Based on SouthState’s stock price of $73.42 as of July 22, 2021,
this equates to a per share value of $26.43 and an aggregate
transaction value of $542 million. Additionally, two Atlantic
Capital directors will join both the Company board and the
SouthState Bank board.
The transaction is expected to result in 3% EPS accretion on a
fully phased in basis and minimal tangible book value dilution,
which is expected to be earned back in two years.
The merger agreement has been unanimously approved by the board
of directors of Atlantic Capital and SouthState. Completion
of the merger is subject to customary closing conditions, including
receipt of required regulatory approvals and the approval by
shareholders of Atlantic Capital. The transaction is expected
to close in the first quarter of 2022.
Raymond James & Associates, Inc. served as exclusive
financial advisor and Davis Polk & Wardwell LLP served as legal
counsel to SouthState in the transaction. J.P. Morgan
Securities LLC served as exclusive financial advisor and Sullivan
& Cromwell LLP and Troutman Pepper Hamilton Sanders LLP served
as legal counsel to Atlantic Capital in the transaction.
Joint Investor Conference Call
SouthState and Atlantic Capital will host a
conference call to discuss the transaction and second quarter 2021
earnings results at 8:00 a.m. Eastern Time today. To listen to the
live call, please dial 877-506-9272 within the U.S. and
412-380-2004 for all other locations and enter the participant code
10158736. The live webcast, along with the related presentation,
will be available on the Investor Relations section of each
company’s website
at http://www.southstatebank.com/ and https://www.atlanticcapitalbank.com/.
An audio replay is expected to be available the evening of
July 23, 2021. To access the replay, dial 877-344-7529 and use
conference number 10158736. International callers should dial
412-317-0088 and enter the same conference number.
As a result of today's merger announcement, both
companies have cancelled their previously scheduled second quarter
2021 earnings conference calls.
About SouthState Corporation
SouthState Corporation (NASDAQ: SSB) is a
financial services company headquartered in Winter Haven, Florida.
SouthState Bank, N.A., the Company’s nationally chartered bank
subsidiary, provides consumer, commercial, mortgage and wealth
management solutions to more than one million customers throughout
Florida, Alabama, Georgia, the Carolinas and Virginia. The Bank
also serves clients coast to coast through its correspondent
banking division. Additional information is available
at SouthStateBank.com.
Media ContactJackie Smith,
803.231.3486
About Atlantic Capital Bancshares, Inc.
Atlantic Capital Bancshares, Inc. (NASDAQ:
ACBI) with assets of $3.8 billion, is a publicly-traded bank
holding company headquartered in Atlanta,
Georgia. Atlantic Capital is a 2019 and 2020 Best Places
to Work and Best Banks to Work For recipient. Atlantic
Capital offers commercial and not-for-profit banking services,
specialty corporate financial services, private banking services
and commercial real estate finance solutions to privately held
companies and individuals in the Atlanta area, as well as
specialized financial services for select clients nationally.
Media ContactsAshley Carson,
404.995.6214Patrick Oakes, 404.995.6079
Cautionary Statement Regarding Forward Looking
Statements
Statements included in this communication, which
are not historical in nature are intended to be, and are hereby
identified as, forward-looking statements for purposes of the safe
harbor provided by Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements include, but are not limited to, statements about the
benefits of the proposed merger of SouthState and Atlantic Capital,
including future financial and operating results (including the
anticipated impact of the transaction on SouthState’s and Atlantic
Capital’s respective earnings and tangible book value), statements
related to the expected timing of the completion of the merger, the
combined company’s plans, objectives, expectations and intentions,
and other statements that are not historical facts. Forward-looking
statements may be identified by terminology such as “may,” “will,”
“should,” “scheduled,” “plans,” “intends,” “anticipates,”
“expects,” “believes,” “estimates,” “potential,” or “continue” or
negatives of such terms or other comparable terminology. All
forward-looking statements are subject to risks, uncertainties and
other factors that may cause the actual results, performance or
achievements of SouthState or Atlantic Capital to differ materially
from any results expressed or implied by such forward-looking
statements. Such factors include, among others: (1) the risk that
the cost savings and any revenue synergies from the merger may not
be fully realized or may take longer than anticipated to be
realized; (2) disruption to the parties’ businesses as a result of
the announcement and pendency of the merger; (3) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the merger agreement; (4) the risk that the
integration of each party’s operations will be materially delayed
or will be more costly or difficult than expected or that the
parties are otherwise unable to successfully integrate each party’s
businesses into the other’s businesses; (5) the failure to obtain
the necessary approvals by the shareholders of South State or
Atlantic Capital; (6) the amount of the costs, fees, expenses and
charges related to the merger; (7) the ability by each of
SouthState and Atlantic Capital to obtain required governmental
approvals of the merger (and the risk that such approvals may
result in the imposition of conditions that could adversely affect
the combined company or the expected benefits of the transaction);
(8) reputational risk and the reaction of each company's customers,
suppliers, employees or other business partners to the merger; (9)
the failure of the closing conditions in the merger agreement to be
satisfied, or any unexpected delay in closing the merger; (10) the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
(11) the dilution caused by South State’s issuance of additional
shares of its common stock in the merger; (12) general competitive,
economic, political and market conditions, and (13) other factors
that may affect future results of Atlantic Capital and SouthState
including changes in asset quality and credit risk; the inability
to sustain revenue and earnings growth; changes in interest rates
and capital markets; inflation; customer borrowing, repayment,
investment and deposit practices; the impact, extent and timing of
technological changes; capital management activities; and other
actions of the Board of Governors of the Federal Reserve System and
Office of the Comptroller of the Currency and legislative and
regulatory actions and reforms.
Additional factors which could affect future
results of SouthState and Atlantic Capital can be found in
SouthState’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, and Atlantic Capital’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, in each case filed with the SEC and
available on the SEC’s website at http://www.sec.gov. SouthState
and Atlantic Capital disclaim any obligation and do not intend to
update or revise any forward-looking statements contained in this
communication, which speak only as of the date hereof, whether as a
result of new information, future events or otherwise, except as
required by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be
exercised against placing undue reliance on such statements.
Important Information About the Merger and Where to Find
It
SouthState intends to file a registration
statement on Form S-4 with the SEC to register the shares of
SouthState’s common stock that will be issued to Atlantic Capital’s
shareholders in connection with the transaction. The registration
statement will include a proxy statement of Atlantic Capital that
also constitutes a prospectus of SouthState. The definitive proxy
statement/prospectus will be sent to the shareholders of Atlantic
Capital in connection with the proposed merger. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY
OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY
STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of these
documents and other documents filed with the SEC by SouthState or
Atlantic Capital through the website maintained by the SEC at
http://www.sec.gov or by contacting the investor relations
department of South State or Atlantic Capital at:
South State Corporation |
Atlantic Capital Bancshares, Inc. |
1101 First Street South |
945 East Paces Ferry Road NE |
Winter Haven, Florida 33800 |
Atlanta, Georgia 30326 |
Attention: Investor Relations |
Attention: Investor Relations |
(863) 293-4710 |
(404) 995-6050 |
Before making any voting or investment decision,
investors and security holders of SouthState and Atlantic Capital
are urged to read carefully the entire registration statement and
proxy statement/prospectus when they become available, including
any amendments thereto, because they will contain important
information about the proposed transaction. Free copies of these
documents may be obtained as described above.
Participants in the
Solicitation
SouthState, Atlantic Capital, and certain of
their respective directors and executive officers may be deemed
participants in the solicitation of proxies in respect of the
proposed transaction. Information about the directors and executive
officers of SouthState can be found in SouthState's definitive
proxy statement in connection with its 2021 annual meeting of
shareholders, as filed with the SEC on March 8, 2021, and other
documents subsequently filed by SouthState with the SEC.
Information about the directors and executive officers of Atlantic
Capital can be found in Atlantic Capital's definitive proxy
statement in connection with its 2021 annual meeting of
shareholders, as filed with the SEC on April 9, 2021, and other
documents subsequently filed by Atlantic Capital with the SEC.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement/prospectus and other relevant materials to be
filed with the SEC regarding the transaction when they become
available.
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