WINTER HAVEN, Fla. and
ATLANTA, July 23, 2021 /PRNewswire/ -- 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.
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.
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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SOURCE SouthState Corporation