Filed Pursuant to Rule 424(b)(3)
 Registration Statement No. 333-259561
[MISSING IMAGE: LG_ATLANTICCAPITALR-4C.JPG]
Atlantic Capital Bancshares, Inc.
945 East Paces Ferry Road NE, Suite 1600
Atlanta, Georgia 30326
Notice of Special Meeting of Shareholders
To the Shareholders of Atlantic Capital Bancshares, Inc.:
On July 22, 2021, Atlantic Capital Bancshares, Inc. (“Atlantic Capital”) and SouthState Corporation (“SouthState”) entered into an Agreement and Plan of Merger (as amended from time to time, the “merger agreement”), a copy of which is attached as Annex A to the accompanying proxy statement/prospectus.
NOTICE IS HEREBY GIVEN that a special meeting of holders of Atlantic Capital common stock (the “special meeting”) will be held on Tuesday, November 16, 2021 at 10 a.m., local time, virtually via the Internet at https://meetnow.global/MHMPV6Q. We are pleased to notify you of and invite you to the special meeting.
At the special meeting, you will be asked to consider and vote on the following matters:

Proposal to approve the merger agreement (the “Merger Proposal”).

Proposal to approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to Atlantic Capital’s named executive officers in connection with the merger (the “Compensation Proposal”).

Proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to holders of Atlantic Capital common stock (the “Adjournment Proposal”).
The Atlantic Capital board of directors has fixed the close of business on October 15, 2021 as the record date for the special meeting. Only holders of record of Atlantic Capital common stock as of the close of business on the record date for the special meeting are entitled to notice of, and to vote at, the special meeting or any adjournment or postponement thereof.
The Atlantic Capital board of directors unanimously recommends that holders of Atlantic Capital common stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.
Atlantic Capital has determined that holders of Atlantic Capital common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under Section 14-2-1302 of the Georgia Business Corporation Code.
Your vote is important.   We cannot complete the transactions contemplated by the merger agreement unless holders of Atlantic Capital common stock approve the Merger Proposal. The affirmative vote of the holders of a majority of the outstanding shares of Atlantic Capital common stock entitled to vote on the merger agreement is required to approve the Merger Proposal.
Each copy of the proxy statement/prospectus mailed to holders of Atlantic Capital common stock is accompanied by a form of proxy card with instructions for voting.
Whether or not you plan to attend the special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.
By Order of the Board of Directors
Douglas L. Williams
President and Chief Executive Officer
Atlantic Capital Bancshares, Inc.
October 14, 2021
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.
The accompanying proxy statement/prospectus is dated October 14, 2021, and is first being mailed to holders of Atlantic Capital common stock on or about October 18, 2021.

 
ADDITIONAL INFORMATION
The accompanying proxy statement/prospectus incorporates important business and financial information about Atlantic Capital from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing or by telephone at the appropriate address below:
Atlantic Capital Bancshares, Inc.
945 East Paces Ferry Road NE, Suite 1600
Atlanta, Georgia 30326
(404) 995-6050
Attention: Investor Relations
You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the special meeting. This means that holders of Atlantic Capital common stock requesting documents must do so by Tuesday, November 9, 2021, in order to receive them before the special meeting.
No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated October 14, 2021, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to holders of Atlantic Capital common stock nor the issuance by SouthState of shares of SouthState common stock in connection with the merger will create any implication to the contrary.
This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding Atlantic Capital has been provided by Atlantic Capital and information contained in, or incorporated by reference into, this document regarding SouthState has been provided by SouthState.
See the section entitled “Where You Can Find More Information” beginning on page 108 of the accompanying proxy statement/prospectus for further information.
 

 
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QUESTIONS AND ANSWERS
The following are some questions that you may have about the merger and the special meeting and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 108.
In this proxy statement/prospectus, unless the context otherwise requires:

“Atlantic Capital” refers to Atlantic Capital Bancshares, Inc., a Georgia corporation;

“Atlantic Capital Bank” refers to Atlantic Capital Bank, N.A., a national banking association and wholly owned bank subsidiary of Atlantic Capital;

“Atlantic Capital common stock” refers to the common stock, no par value, of Atlantic Capital;

“SouthState” refers to SouthState Corporation, a South Carolina corporation;

“SouthState Bank” refers to South State Bank, National Association, a national banking association and wholly owned bank subsidiary of SouthState; and

“SouthState common stock” refers to the common stock, par value $2.50 per share, of SouthState.
Q:
Why am I receiving this proxy statement/prospectus?
A:
You are receiving this proxy statement/prospectus because SouthState and Atlantic Capital have agreed to a strategic business combination transaction, pursuant to which of Atlantic Capital will merge with and into SouthState (the “merger”), with SouthState as the surviving entity (the “combined company” or “SouthState”, as the case may be). A copy of the Agreement and Plan of Merger, dated as of July 22, 2021, by and between Atlantic Capital and SouthState (as amended from time to time, the “merger agreement”) is attached as Annex A to this proxy statement/prospectus and is incorporated by reference herein. Following the completion of the merger, Atlantic Capital Bank will merge (the “bank merger”) with and into SouthState Bank, with SouthState Bank as the surviving bank (the “combined bank”).

To complete the merger, among other things, holders of Atlantic Capital common stock must approve the merger agreement (the “Merger Proposal”).

Atlantic Capital is holding a special meeting of holders of Atlantic Capital common stock (the “special meeting”) to obtain approval of the Merger Proposal. Holders of Atlantic Capital common stock will also be asked (1) to approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to Atlantic Capital’s named executive officers in connection with the merger (the “Compensation Proposal”) and (2) to approve the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the special meeting to approve the Merger Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of Atlantic Capital common stock (the “Adjournment Proposal”).

Holders of Atlantic Capital common stock are not entitled to appraisal or dissenters’ rights with respect to the merger.

This document is also a prospectus that is being delivered to holders of Atlantic Capital common stock because, in connection with the merger, SouthState is offering shares of SouthState common stock to holders of Atlantic Capital common stock.

This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending the special meeting. Your vote is important, and we encourage you to submit your proxy as soon as possible.
 
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Q:
What will happen in the merger?
A:
In the merger, Atlantic Capital will merge with and into SouthState. Each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time of the merger
(the “effective time”) (other than certain shares held by SouthState or Atlantic Capital) will be converted into the right to receive 0.36 shares (the “exchange ratio” and such shares, the “merger consideration”) of SouthState common stock. After completion of the merger, Atlantic Capital will cease to exist and will no longer be a public company, and Atlantic Capital common stock will be delisted from the Nasdaq Global Select Market (“Nasdaq”), will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will cease to be publicly traded. Holders of SouthState common stock will continue to own their existing shares of SouthState common stock. See the information provided in the section entitled “The Merger Agreement — Structure of the Merger” beginning on page 68 and the merger agreement for more information about the merger.
Q:
When and where will the special meeting take place?
A:
The special meeting will be held in virtual format via the Internet at https://meetnow.global/MHMPV6Q, on Tuesday, on November 16, 2021 at 10:00 a.m., local time.

Even if you plan to attend the special meeting, Atlantic Capital recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting. Shares held in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares.
Q:
What matters will be considered at the special meeting?
A:
At the special meeting, holders of Atlantic Capital common stock will be asked to consider and vote on the following proposals:

Proposal 1: The Merger Proposal.   Approval of the merger agreement;

Proposal 2: The Compensation Proposal.   Approval, on an advisory (non-binding) basis, of the
merger-related named executive officer compensation that will or may be paid to Atlantic Capital’s named executive officers in connection with the merger; and

Proposal 3: The Adjournment Proposal.   Approval of the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the special meeting to approve the Merger Proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to holders of Atlantic Capital common stock.

In order to complete the merger, among other things, holders of Atlantic Capital common stock must approve the Merger Proposal. Neither the Compensation Proposal nor the Adjournment Proposal are conditions to the obligations of SouthState or Atlantic Capital to complete the merger.
Q:
What will holders of Atlantic Capital common stock receive in the merger?
A:
In the merger, holders of Atlantic Capital common stock will receive 0.36 shares of SouthState common stock for each share of Atlantic Capital common stock held immediately prior to the completion of the merger (other than certain shares held by SouthState or Atlantic Capital). SouthState will not issue any fractional shares of SouthState common stock in the merger. Holders of Atlantic Capital common stock who would otherwise be entitled to a fractional share of SouthState common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices per share of SouthState common stock on Nasdaq for the consecutive period of five (5) full trading days immediately preceding (but not including) the day on which the merger is completed (the “SouthState closing share value”) by (ii) the fraction of a share (after taking into account all shares of Atlantic Capital common stock held by such holder immediately prior to the effective time and rounded to the nearest one-thousandth when expressed in decimal form) of SouthState common stock that such shareholder would otherwise be entitled to receive.
 
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Q:
What will holders of SouthState common stock receive in the merger?
A:
In the merger, holders of SouthState common stock will not receive any consideration, and their shares of SouthState common stock will remain outstanding and will constitute shares of the combined company. Following the merger, shares of SouthState common stock will continue to be listed on Nasdaq.
Q:
Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?
A:
Yes. Although the number of shares of SouthState common stock that holders of Atlantic Capital common stock will receive is fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value for SouthState common stock. Any fluctuation in the market price of SouthState common stock after the date of this proxy statement/prospectus will change the value of the shares of SouthState common stock that holders of Atlantic Capital common stock will receive. Neither SouthState nor Atlantic Capital is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of SouthState common stock or Atlantic Capital common stock.
Q:
How will the merger affect Atlantic Capital equity awards?
A:
At the effective time:

each outstanding option to purchase shares of Atlantic Capital common stock (each, an “Atlantic Capital Option”), whether vested or unvested, will be converted into an option to purchase shares of SouthState common stock (each, a “SouthState Option”), with the number of shares underlying such SouthState Option and the applicable exercise price adjusted based on the exchange ratio;

each outstanding restricted stock award in respect of shares of Atlantic Capital common stock (each, an “Atlantic Capital Restricted Share”) will be converted into a restricted stock award in respect of shares of SouthState common stock (each, a “SouthState Restricted Share”), with the number of SouthState Restricted Shares adjusted based on the exchange ratio; and

each outstanding performance award in respect of shares of Atlantic Capital common stock (each, an “Atlantic Capital Performance Share Award”) will be converted into a time-vesting restricted stock unit denominated in shares of SouthState common stock (each, a “SouthState Stock-Based RSU”), with the number of shares underlying such SouthState Stock-Based RSU determined assuming performance goals are satisfied at the greater of target and actual levels of performance through the effective time as reasonably determined by the compensation committee of the Atlantic Capital board of directors and adjusted based on the exchange ratio.

Following the effective time, SouthState Options, SouthState Restricted Shares and SouthState
Stock-Based RSUs issued in respect of converted Atlantic Capital Options, Atlantic Capital Restricted Shares and Atlantic Capital Performance Share Awards, respectively, will remain subject to the same terms and conditions as were applicable to the corresponding Atlantic Capital equity award immediately prior to the effective time, except that each SouthState Stock-Based RSU that was an Atlantic Capital Performance Share Award will continue to vest based solely on continued service following the effective time.
Q:
How does the Atlantic Capital board of directors recommend that I vote at the special meeting?
A:
The Atlantic Capital board of directors unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

In considering the recommendations of the Atlantic Capital board of directors, holders of Atlantic Capital common stock should be aware that Atlantic Capital directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of Atlantic Capital common stock generally. For a more complete description of these interests, see the information provided in the section entitled “The Merger — Interests of Atlantic Capital’s Directors and Executive Officers in the Merger” beginning on page 59.
 
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Q:
Who is entitled to vote at the special meeting?
A:
The record date for the special meeting is October 15, 2021. All holders of Atlantic Capital common stock who held shares at the close of business on the record date for the special meeting are entitled to receive notice of, and to vote at, the special meeting.

Each holder of Atlantic Capital common stock is entitled to cast one (1) vote on each matter properly brought before the special meeting for each share of Atlantic Capital common stock that such holder owned of record as of the record date. As of the close of business on the record date for the special meeting, there were 20,304,958 outstanding shares of Atlantic Capital common stock. Physical attendance at the special meeting is not required to vote. See below and the section entitled “The Special Meeting — Proxies” beginning on page 40 for instructions on how to vote your shares without attending the special meeting.
Q:
What constitutes a quorum for the special meeting?
A:
Holders of a majority of all the votes entitled to be cast on a matter by the shares of Atlantic Capital common stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, will be necessary to constitute a quorum for action by such holders at the special meeting. If you fail to submit a proxy or to vote in person at the special meeting on a proposal, or fail to instruct your bank, broker, trustee or other nominee how to vote on a proposal, your shares of Atlantic Capital common stock will not be counted towards a quorum with respect to that proposal. Abstentions are considered present for purposes of establishing a quorum.
Q:
If my shares of common stock are held in “street name” by my broker, will my broker vote my shares for me?
A:
If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker, trustee or other nominee (that is, in “street name”) and fail to give voting instructions, your bank, broker, trustee or other nominee will not vote those shares. Please follow the voting instructions provided by your broker, bank, trustee or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Atlantic Capital or by voting in person at the special meeting unless you provide a “legal proxy,” which you must obtain from your bank, broker, trustee or other nominee. Further, brokers who hold shares of Atlantic Capital common stock may not give a proxy to Atlantic Capital to vote those shares on any of the proposals without specific instructions from their customers.
Q:
What vote is required for the approval of each proposal at the special meeting?
A:
Proposal 1: The Merger Proposal.   Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Atlantic Capital common stock entitled to vote on the merger agreement. Shares of Atlantic Capital common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast “AGAINST” the Merger Proposal.

Proposal 2: The Compensation Proposal.   Approval of the Compensation Proposal requires the votes cast by shareholders of Atlantic Capital in favor of the proposal to exceed the votes cast by shareholders of Atlantic Capital against the proposal at the special meeting. An abstention or a broker non-vote or other failure to vote or be present will have no effect on the outcome of the Compensation Proposal.

Proposal 3: The Adjournment Proposal.   Approval of the Adjournment Proposal requires the votes cast by shareholders of Atlantic Capital in favor of the proposal to exceed the votes cast by shareholders of Atlantic Capital against the proposal at the special meeting. Accordingly, an abstention or a broker non-vote or other failure to vote or be present will have no effect on the outcome of the Adjournment Proposal.
Q:
Why am I being asked to consider and vote on the Compensation Proposal?
A:
Under Securities and Exchange Commission (“SEC”) rules, Atlantic Capital is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to Atlantic Capital’s named executive officers that is based on or otherwise relates to the merger, or “golden parachute” compensation.
 
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Q:
What happens if holders of Atlantic Capital common stock do not approve, by non-binding, advisory vote, the Compensation Proposal?
A:
The vote on the Compensation Proposal is separate and apart from the votes to approve the other proposals being presented at the special meeting. Because the vote on the Compensation Proposal is advisory in nature only, it will not be binding upon Atlantic Capital, SouthState, or the combined company in the merger. Accordingly, the merger-related compensation will be paid to Atlantic Capital’s named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the holders of Atlantic Capital common stock do not approve the Compensation Proposal.
Q:
How can I vote my shares in person at the special meeting?
A:
Record holders.   Shares held directly in your name as the holder of record of Atlantic Capital common stock may be voted in person at the special meeting. If you choose to vote your shares in person at the special meeting, please bring your enclosed proxy card and proof of identification.

Shares in “street name.”   Shares held in a brokerage or other account in “street name” may be voted in person by you only if you obtain a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares. If you choose to vote your shares in street name in person at the special meeting, please bring that signed legal proxy along with proof of identification.

Even if you plan to attend the special meeting, Atlantic Capital recommends that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the special meeting.

Additional information on attending the special meeting can be found under the section entitled
“The Special Meeting” on page 38.
Q:
How can I vote my shares without attending the special meeting?
A:
Whether you hold your shares directly as the holder of record of Atlantic Capital common stock or beneficially in “street name,” you may direct your vote by proxy without attending the special meeting.

If you are a record holder of Atlantic Capital common stock, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on Monday, November 15, 2021. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the special meeting.

Additional information on voting procedures can be found under the section entitled “The Special Meeting” on page 38.
Q:
What do I need to do now?
A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please vote as soon as possible. If you hold shares of Atlantic Capital common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at the special meeting. Please note that if you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, trustee or other nominee.
Q:
Why is my vote important?
A:
If you do not vote, it will be more difficult for Atlantic Capital to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct
 
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your bank, broker, trustee or other nominee how to vote, will have the same effect as a vote “AGAINST” the Merger Proposal, and an abstention will have the same effect as a vote “AGAINST” the Merger Proposal.

The merger agreement must be approved by the affirmative vote of a majority of all the votes entitled to be cast on the merger agreement by the holders of Atlantic Capital common stock. The Atlantic Capital board of directors unanimously recommends that you vote “FOR” the Merger Proposal and “FOR” the other proposals to be considered at the special meeting.
Q:
Can I change my vote after I have delivered my proxy or voting instruction card?
A:
Yes. You can change your vote at any time before your proxy is voted at the special meeting. You can do this by:

submitting a written statement that you would like to revoke your proxy to the corporate secretary of Atlantic Capital;

signing and returning a proxy card with a later date;

attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting; or

voting by telephone or the Internet at a later time.

If your shares are held by a broker, bank, trustee or other nominee, you should contact your broker, bank, trustee or other nominee to change your vote.
Q:
Will Atlantic Capital be required to submit the Merger Proposal to its shareholders even if the Atlantic Capital board of directors has withdrawn, modified or qualified its recommendation?
A:
Yes. Unless the merger agreement is terminated before the special meeting, Atlantic Capital is required to submit the Merger Proposal to its shareholders even if the Atlantic Capital board of directors has withdrawn or modified its recommendation.
Q:
Are holders of Atlantic Capital common stock entitled to appraisal or dissenters’ rights?
A:
No. Holders of Atlantic Capital common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under the Georgia Business Corporation Code, as amended (the “GBCC”). For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 67.
Q:
Are there any risks that I should consider in deciding whether to vote for the approval of the Merger Proposal, or the other proposals to be considered at the special meeting?
A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 29. You also should read and carefully consider the risk factors of SouthState and Atlantic Capital contained in the documents that are incorporated by reference into this proxy statement/prospectus.
Q:
What are the material U.S. federal income tax consequences of the merger to holders of Atlantic Capital common stock?
A:
The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that SouthState and Atlantic Capital each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of Atlantic Capital common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Atlantic Capital common stock for SouthState common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of SouthState common stock. You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of
 
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the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 86.
Q:
When is the merger expected to be completed?
A:
SouthState and Atlantic Capital expect the merger to close in the first quarter of 2022. However, neither SouthState nor Atlantic Capital can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Atlantic Capital must first obtain the approval of holders of Atlantic Capital common stock for the merger, and SouthState and Atlantic Capital must then obtain necessary regulatory approvals and satisfy certain other closing conditions.
Q:
What are the conditions to completion of the merger?
A:
The obligations of SouthState and Atlantic Capital to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of statutory waiting periods without the imposition of any materially burdensome regulatory condition, tax opinions and approval by holders of Atlantic Capital common stock of the Merger Proposal. For more information, see the section entitled
“The Merger Agreement — Conditions to Completion of the Merger” beginning on page 83.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, holders of Atlantic Capital common stock will not receive any consideration for their shares of Atlantic Capital common stock in connection with the merger. Instead, Atlantic Capital will remain an independent public company, Atlantic Capital common stock will continue to be listed on Nasdaq, and SouthState will not complete the issuance of shares of SouthState common stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $16.5 million may be payable by Atlantic Capital to SouthState. See the section entitled “The Merger Agreement — Termination Fee” beginning on page 84 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.
Q:
Should I send in my stock certificates now?
A:
No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent mutually agreed upon by SouthState and Atlantic Capital (the “exchange agent”) will send you instructions for exchanging Atlantic Capital stock certificates and Atlantic Capital common stock held in book-entry form for the consideration to be received in the merger. See the section entitled “The Merger Agreement — Conversion of Shares; Exchange of Atlantic Capital Stock Certificates” beginning on page 70.
Q:
What should I do if I hold my shares of Atlantic Capital common stock in book-entry form?
A:
You are not required to take any specific actions to exchange your shares of Atlantic Capital common stock if your shares are held in book-entry form. After the completion of the merger, shares of
Atlantic Capital common stock held in book-entry form automatically will be exchanged for the consideration to be received in the merger, including shares of SouthState common stock in book-entry form, and any cash to be paid in lieu of fractional shares in the merger. See the section entitled
“The Merger Agreement — Conversion of Shares; Exchange of Atlantic Capital Stock Certificates” beginning on page 70.
Q:
What should I do if I receive more than one set of voting materials for the same special meeting?
A:
If you hold shares of Atlantic Capital common stock in “street name” and also directly in your name as a holder of record or otherwise or if you hold shares of Atlantic Capital common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the special meeting.
 
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Record holders.   For shares held directly, please complete, sign, date and return each proxy card
(or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Atlantic Capital common stock are voted.

Shares in “street name.”   For shares held in “street name” through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee to vote your shares.
Q:
Who can help answer my questions?
A:
If you have any questions about the merger or how to submit your proxy or voting instruction card,
or if you need additional copies of this document or the enclosed proxy card or voting instruction
card, you should contact Atlantic Capital’s corporate secretary, at 945 East Paces Ferry Road NE,
Suite 1600, Atlanta, Georgia 30326, (404) 995-6050.
 
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SUMMARY
This summary highlights selected information in this proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meeting. In addition, we incorporate by reference important business and financial information about SouthState and Atlantic Capital into this proxy statement/prospectus. You may obtain the information incorporated by reference into this proxy statement/prospectus without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 108 of this proxy statement/prospectus.
The Parties to the Merger (pages 44 and 45)
SouthState Corporation
1101 First Street South, Suite 202
Winter Haven, Florida 33880
(863) 293-4710
SouthState is a South Carolina corporation that is a financial holding company registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). SouthState was incorporated in 1985 under the laws of South Carolina. SouthState provides a wide range of banking services and products to its customers through its wholly owned bank subsidiary, SouthState Bank, a national banking association established in 2000. SouthState Bank provides a full range of traditional consumer, commercial, mortgage and treasury management services, trust and fiduciary services, private banking, and wealth management and investment services in Alabama, Florida, Georgia, North Carolina, South Carolina, and Virginia. At June 30, 2021, SouthState had approximately $40 billion in total consolidated assets, $33 billion in deposits, $4.8 billion in shareholders’ equity.
SouthState’s principal executive offices are located at 1101 First Street South, Suite 202, Winter Haven, Florida 33880, and its telephone number is (863) 293-4710.
SouthState common stock is traded on Nasdaq under the symbol “SSB”.
Atlantic Capital Bancshares, Inc.
945 East Paces Ferry Road NE, Suite 1600
Atlanta, Georgia 30326
(404) 995-6050
Atlantic Capital, a Georgia corporation organized in 2006, is a publicly traded bank holding company headquartered in Atlanta, Georgia. Through its wholly owned bank subsidiary, Atlantic Capital Bank, a national banking association, 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 payments and other specialized financial services for select clients nationally. At June 30, 2021, Atlantic Capital had total consolidated assets of $3.8 billion, total deposits of $3.3 billion, and total consolidated shareholders’ equity of $353 million.
Atlantic Capital common stock is traded on Nasdaq under the symbol “ACBI”.
The Merger and the Merger Agreement (pages 46 and 68)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.
Subject to the terms and conditions of the merger agreement, at the completion of the merger, Atlantic Capital will merge with and into SouthState, with SouthState as the surviving corporation. Following the
 
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completion of the merger, Atlantic Capital Bank will merge with and into SouthState Bank, with SouthState Bank as the surviving bank. Following the merger, Atlantic Capital common stock will be delisted from Nasdaq and deregistered under the Exchange Act and will cease to be publicly traded.
Merger Consideration (page 69)
In the merger, holders of Atlantic Capital common stock will receive 0.36 shares of SouthState common stock for each share of Atlantic Capital common stock they hold immediately prior to the effective time. SouthState will not issue any fractional shares of SouthState common stock in the merger. Holders of Atlantic Capital common stock who would otherwise be entitled to a fraction of a share of SouthState common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) determined by multiplying (i) the SouthState closing share value by (ii) the fraction of a share (after taking into account all shares of Atlantic Capital common stock held by such holder immediately prior to the effective time and rounded to the nearest one-thousandth when expressed in decimal form) of SouthState common stock that such shareholder would otherwise be entitled to receive.
SouthState common stock is listed on Nasdaq under the symbol “SSB”, and Atlantic Capital common stock is listed on Nasdaq under the symbol “ACBI”. The following table shows the closing sale prices of SouthState common stock and Atlantic Capital common stock as reported on Nasdaq on July 22, 2021, the last full trading day before the public announcement of the merger agreement, and on October 13, 2021, the last practicable trading day before the date of this proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of Atlantic Capital common stock, which was calculated by multiplying the closing price of SouthState common stock on those dates by the exchange ratio of 0.36.
SouthState
Common
Stock
Atlantic
Capital
Common
Stock
Implied Value
of One Share
of Atlantic
Capital
Common
Stock
July 22, 2021
$ 73.42 $ 23.78 $ 26.43
October 13, 2021
$ 76.53 $ 26.95 $ 27.55
For more information on the exchange ratio, see the section entitled “The Merger — Terms of the Merger” beginning on page 46 and the section entitled “The Merger Agreement — Merger Consideration” beginning on page 69.
Treatment of Atlantic Capital Equity Awards (page 70)
At the effective time, each outstanding Atlantic Capital equity award will be converted into an award with respect to shares of SouthState common stock, with the number of shares underlying such award (and, in the case of Atlantic Capital Options, the applicable exercise price) adjusted based on the exchange ratio. Each such converted SouthState equity award will continue to be subject to the same terms and conditions (including vesting and exercisability or payment terms) as applied to the corresponding Atlantic Capital equity award, except that each converted SouthState Stock-Based RSU that was an Atlantic Capital Performance Share Award will continue to vest based solely on continued service following the effective time and the number of shares underlying such SouthState Stock-Based RSU will be determined assuming performance goals are satisfied at the greater of target and actual levels of performance through the effective time as reasonably determined by the compensation committee of the Atlantic Capital board of directors.
Material U.S. Federal Income Tax Consequences of the Merger (page 86)
The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that SouthState and Atlantic Capital each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of Atlantic Capital common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their Atlantic Capital common stock for SouthState common
 
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stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of SouthState common stock.
You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.
Atlantic Capital’s Reasons for the Merger; Recommendation of the Atlantic Capital Board of Directors (page 50)
The Atlantic Capital board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of Atlantic Capital and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Atlantic Capital board of directors unanimously recommends that holders of Atlantic Capital common stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. For a more detailed discussion of the Atlantic Capital board of directors’ recommendation, see the section entitled “The Merger — Atlantic Capital’s Reasons for the Merger; Recommendation of the Atlantic Capital Board of Directors” beginning on page 50.
Opinion of Atlantic Capital’s Financial Advisor (page 52)
Pursuant to an engagement letter, Atlantic Capital retained J.P. Morgan Securities LLC (“J.P. Morgan”) as its financial advisor in connection with the proposed merger.
At the meeting of the Atlantic Capital board of directors on July 22, 2021, J.P. Morgan rendered its oral opinion, subsequently confirmed in J.P. Morgan’s written opinion dated as of July 22, 2021, to the Atlantic Capital board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of Atlantic Capital common stock.
The full text of the written opinion of J.P. Morgan, dated as of July 22, 2021, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. Holders of Atlantic Capital common stock are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Atlantic Capital board of directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed merger, was directed only to the fairness of the exchange ratio in the merger to the holders of Atlantic Capital common stock and did not address any other aspect of the merger, and J.P. Morgan expressed no opinion as to the fairness of any consideration to be paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of Atlantic Capital or as to the underlying decision by Atlantic Capital to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any shareholder of Atlantic Capital as to how such shareholder should vote with respect to the merger or any other matter.
Appraisal or Dissenters’ Rights in the Merger (page 67)
Holders of Atlantic Capital common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under the GBCC. For more information, see the section entitled “The Merger — Appraisal or Dissenters’ Rights in the Merger” beginning on page 67.
Interests of Atlantic Capital’s Directors and Executive Officers in the Merger (page 59)
In considering the recommendation of the Atlantic Capital board of directors to vote for the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, holders of Atlantic Capital common stock should be aware that the directors and executive officers of Atlantic Capital may have interests in
 
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the merger that are different from, or in addition to, the interests of holders of Atlantic Capital common stock generally. The Atlantic Capital board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Atlantic Capital shareholders vote to approve the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
These interests include:

each outstanding Atlantic Capital Option, Atlantic Capital Restricted Share and Atlantic Capital Performance Share Award will be converted into an award with respect to shares of SouthState common stock, with the number of shares underlying such award (and, in the case of Atlantic Capital Options, the applicable exercise price) adjusted based on the exchange ratio. Each such converted SouthState equity award will continue to be subject to the same terms and conditions (including exercisability or payment terms) as applied to the corresponding Atlantic Capital equity award, except that each such converted SouthState Stock-Based RSU issued in respect of an Atlantic Capital Performance Share Award will continue to vest based solely on continued service following the effective time, with the number of shares underlying such SouthState Stock-Based RSU determined assuming performance goals are satisfied at the greater of target and actual levels of performance through the effective time as reasonably determined by the compensation committee of the Atlantic Capital board of directors;

SouthState Bank has entered into employment agreements with Douglas L. Williams, Kurt Shreiner and Richard A. Oglesby, Jr. that will be effective at the effective time and provide for certain compensation and benefits in connection with such executive officers’ employment following the closing of the merger, including severance;

SouthState Bank has entered into certain agreements with Gary G. Fleming, Jr. and Annette Rollins that provide for certain retention payments in connection with the closing of the merger, subject to such executive officers’ continued employment with SouthState Bank through the successful completion of the systems’ conversion;

certain of Atlantic Capital’s executive officers are participants in the Atlantic Capital Bancshares, Inc. Executive Severance and Change in Control Plan that provides for severance payments and benefits upon a termination of employment in connection with or following the consummation of the merger;

certain of Atlantic Capital’s directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company or the combined bank following the closing of the merger; and

Atlantic Capital’s directors and executive officers are entitled to continued indemnification and insurance coverage under their existing agreements with Atlantic Capital.
The Atlantic Capital board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement. For more information, see the section entitled “The Merger — Interests of Atlantic Capital’s Directors and Executive Officers in the Merger” beginning on page 59.
Governance of the Combined Company After the Merger (page 65)
Charter
The amended and restated articles of incorporation of SouthState, as in effect immediately prior to the effective time, will be the articles of incorporation of the combined company, until thereafter amended in accordance with applicable law.
Bylaws
The amended and restated bylaws of SouthState, as in effect immediately prior to the effective time, will be the bylaws of the combined company, until thereafter amended as provided therein or in accordance with applicable law.
 
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Board of Directors
Prior to the effective time, the SouthState board of directors will take all actions necessary so that two (2) directors of Atlantic Capital immediately prior to the effective time will be appointed to the SouthState board of directors as of the effective time. The two (2) designated directors of Atlantic Capital will be directors of Atlantic Capital immediately prior to the effective time and will be selected by SouthState.
Executive Management Team
Effective as of the effective time, and subject to the effectiveness of, and the executive’s compliance with the terms of, the applicable employment agreement, (i) Douglas Williams will serve as the President of the Atlanta Banking Group and Head of Corporate Banking for the combined bank and will serve on the Management Executive Committee of the combined company, (ii) Kurt Shreiner will serve as the President of the Corporate Financial Services Division for the combined bank and (iii) Richard Oglesby, Jr. will serve as the President, Atlanta Division, of the combined bank.
Regulatory Approvals (page 65)
Subject to the terms of the merger agreement, SouthState and Atlantic Capital have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, waivers, approvals and authorizations of all third parties, regulatory agencies and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, waivers, approvals and authorizations of all such regulatory agencies and governmental entities. These approvals include, among others, the approval of the Federal Reserve Board and the Office of the Comptroller of the Currency (the “OCC”).
Although neither SouthState nor Atlantic Capital knows of any reason why it cannot obtain these regulatory approvals in a timely manner, SouthState and Atlantic Capital cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.
The OCC approved SouthState’s application to merge Atlantic Capital with and into SouthState on October 12, 2021.
Expected Timing of the Merger
SouthState and Atlantic Capital expect the merger to close in the first quarter of 2022. However, neither SouthState nor Atlantic Capital can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. SouthState and Atlantic Capital must first obtain the approval of holders of Atlantic Capital common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.
Conditions to Completion of the Merger (page 83)
As more fully described in this proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

approval of the merger agreement by the shareholders of Atlantic Capital by the requisite Atlantic Capital vote;

the authorization for listing on Nasdaq, subject to official notice of issuance, of the shares of SouthState common stock that will be issued pursuant to the merger agreement;

all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome regulatory condition;
 
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the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for such purpose initiated or threatened by the SEC and not withdrawn;

no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or the other transactions contemplated by the merger agreement illegal;

the accuracy of the representations and warranties of SouthState and Atlantic Capital in the merger agreement, subject to materiality standards provided in the merger agreement (and the receipt of officers’ certificates to such effect);

performance in all material respects by each of SouthState and Atlantic Capital of their respective obligations, covenants and agreements under the merger agreement (and the receipt of officers’ certificates to such effect); and

receipt by each of SouthState and Atlantic Capital of an opinion from counsel as to certain tax matters.
Termination of the Merger Agreement (page 83)
The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite Atlantic Capital vote (except as indicated below), in the following circumstances:

by mutual written consent of SouthState and Atlantic Capital;

by either SouthState or Atlantic Capital if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the completion of the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;

by either SouthState or Atlantic Capital if the merger has not been completed on or before the termination date (April 22, 2022), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;

by either SouthState or Atlantic Capital (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or if any such representation or warranty ceases to be true) set forth in the merger agreement on the part of Atlantic Capital, in the case of a termination by SouthState, or SouthState, in the case of a termination by Atlantic Capital, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of an applicable closing condition of the terminating party and which is not cured within thirty (30) days following written notice to the other party, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);

by SouthState if (1) Atlantic Capital or the Atlantic Capital board of directors has made a recommendation change or (2) Atlantic Capital or the Atlantic Capital board of directors commits a willful and material breach of its obligations relating to non-solicitation of acquisition proposals or its obligations related to shareholder approval and the Atlantic Capital board recommendation;

by either SouthState or Atlantic Capital, if the requisite Atlantic Capital vote has not been obtained upon a vote thereon taken at the special meeting (including any adjournment or postponement thereof); or
 
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by Atlantic Capital, in order to enter into an alternative acquisition agreement with respect to a superior proposal if, prior to the time the requisite Atlantic Capital vote is obtained, the Atlantic Capital board of directors authorizes Atlantic Capital to enter into an alternative acquisition agreement in response to a superior proposal.
Termination Fee (page 84)
If the merger agreement is terminated by either SouthState or Atlantic Capital under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation by Atlantic Capital or its board, Atlantic Capital may be required to pay a termination fee to SouthState equal to $16.5 million.
Accounting Treatment (page 65)
SouthState and Atlantic Capital each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The merger will be accounted for using the acquisition method of accounting, and SouthState will be treated as the accounting acquirer for financial reporting purposes.
The Rights of Holders of Atlantic Capital Common Stock Will Change as a Result of the Merger (page 91)
The rights of holders of Atlantic Capital common stock are governed by Georgia law and by the articles of incorporation and bylaws of Atlantic Capital. In the merger, holders of Atlantic Capital common stock will become holders of common stock of the combined company, and their rights will be governed by South Carolina law and the amended and restated articles of incorporation of SouthState, as amended, and the amended and restated bylaws of SouthState, as amended. Holders of Atlantic Capital common stock will have different rights once they become holders of common stock of the combined company due to differences between the Atlantic Capital governing documents and Georgia law, on the one hand, and the SouthState governing documents and South Carolina law, on the other hand. These differences are described in more detail under the section entitled “Comparison of Shareholders’ Rights” beginning on page 91.
Listing of SouthState Common Stock; Delisting and Deregistration of Atlantic Capital Common Stock (page 90)
The shares of SouthState common stock to be issued in the merger will be listed for trading on Nasdaq. Following the merger, shares of SouthState common stock will continue to be listed on Nasdaq. In addition, following the merger, Atlantic Capital common stock will be delisted from Nasdaq and deregistered under the Exchange Act.
The Special Meeting (page 38)
The special meeting will be held on Tuesday, November 16, 2021, at 10:00 a.m., local time, virtually via the Internet at https://meetnow.global/MHMPV6Q. At the special meeting, holders of Atlantic Capital common stock will be asked to consider and vote on the following proposals:

the Merger Proposal;

the Compensation Proposal; and

the Adjournment Proposal.
You may vote at the special meeting if you owned shares of Atlantic Capital common stock at the close of business on October 15, 2021. On that date, there were 20,304,958 shares of Atlantic Capital common stock outstanding, approximately 4.5% of which were owned and entitled to be voted by Atlantic Capital directors and executive officers and their affiliates. We currently expect that Atlantic Capital’s directors and executive officers will vote their shares in favor of the Merger Proposal and the other proposals to be considered at the special meeting, although none of them has entered into any agreements obligating them to do so.
 
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The Merger Proposal will be approved if the holders of a majority of the outstanding shares of Atlantic Capital common stock entitled to vote on such proposal are voted in favor of such proposal. The Compensation Proposal and the Adjournment Proposal will each be approved if the votes cast by shareholders of Atlantic Capital in favor of the applicable proposal exceeds the votes cast by shareholders of Atlantic Capital against the applicable proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal. If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Compensation Proposal or the Adjournment Proposal, it will have no effect on the Compensation Proposal or the Adjournment Proposal.
Risk Factors (page 29)
In evaluating the merger agreement and the merger, including the issuance of shares of SouthState common stock in the merger, you should carefully read this proxy statement/prospectus and give special consideration to the factors discussed in the section entitled “Risk Factors” beginning on page 29 and in SouthState’s and Atlantic Capital’s respective Annual Reports on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 108 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.
 
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UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL INFORMATION
The following unaudited pro forma combined condensed financial information is based on the separate historical financial statements of SouthState and Atlantic Capital after giving effect to the merger and the issuance of SouthState common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial information. The unaudited pro forma combined condensed statement of income for the year ended December 31, 2020 and for the six months ended June 30, 2021 combines the historical consolidated statements of income of SouthState and Atlantic Capital, giving effect to the merger as if it had been completed on January 1, 2020. The accompanying unaudited pro forma combined condensed balance sheet as of June 30, 2021 combines the historical consolidated balance sheets of SouthState and Atlantic Capital, giving effect to the merger as if it had been completed on June 30, 2021.
The following unaudited pro forma combined condensed financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of SouthState and the related notes included in SouthState’s Annual Report on Form 10-K for the year ended December 31, 2020, and the historical unaudited condensed consolidated financial statements of SouthState and related notes included in SouthState’s Quarterly Report on Form 10-Q for the six month period ending June 30, 2021, and (ii) the historical audited consolidated financial statements of Atlantic Capital and the related notes included in Atlantic Capital’s Annual Report on Form 10-K for the year ended December 31, 2020, and the historical unaudited condensed consolidated financial statements of Atlantic Capital and related notes included in Atlantic Capital’s Quarterly Report on Form 10-Q for the six month period ending June 30, 2021, each of which is incorporated into this proxy statement/prospectus by reference. The SouthState historical results reported in the unaudited pro forma combined condensed statement of income for the year ended December 31, 2020 have been adjusted to give effect to SouthState’s acquisition of CenterState Bank Corporation (“CenterState”), which closed on June 7, 2020, as if it had occurred on January 1, 2020.
The historical consolidated financial information has been adjusted in the unaudited pro forma combined condensed financial information to give effect to the pro forma events that are (i) directly related to the merger, (ii) factually supportable and (iii) with respect to the unaudited pro forma combined condensed statement of income, expected to have a continuing effect on the results of the combined company. The unaudited pro forma combined condensed financial information contained herein does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the merger. The following unaudited pro forma combined condensed financial information gives effect to the merger and includes adjustments for the following:

certain reclassifications to conform historical financial statement presentations between the companies; and

application of the acquisition method of accounting under the provisions of topic ASC 805, “Business Combinations,” to reflect merger consideration of approximately $535 million in exchange for all outstanding shares of Atlantic Capital common stock, including adjustments for the conversion of Atlantic Capital’s outstanding equity awards.
Future results may differ materially from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 29 and appearing under the caption “Risk Factors” in SouthState’s and Atlantic Capital’s most recently filed Annual Reports on Form 10-K and in any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference in this proxy statement/prospectus, and the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 36. Among other factors, the actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma combined condensed financial statements as a result of:

net cash used or generated in SouthState’s or Atlantic Capital’s operations between the signing of the merger agreement and the completion of the merger;
 
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the timing of the completion of the merger, changes in total merger-related expenses, and integration costs, including costs associated with systems implementation, severance, and other costs related to exit or disposal activities;

other changes in SouthState’s or Atlantic Capital’s net assets that occur prior to the completion of the merger, which could cause material differences in the information presented below; and

changes in the financial results of the combined company.
The risk of such variance is particularly significant with respect to the preliminary purchase price allocation, because such allocation is based, in large part, on the closing price per share of SouthState common stock as of the closing date. The preliminary purchase price allocation reflected in the unaudited pro forma combined condensed financial information assumes a closing price per share of SouthState common stock of $73.42, the closing price of SouthState common stock on July 22, 2021, the date of the merger agreement by and between SouthState and Atlantic Capital. The financial markets experience volatility due in part to national and global events and has contributed to fluctuations in the trading price of SouthState common stock and Atlantic Capital common stock. Continued financial market volatility, and its effect on the trading prices of SouthState common stock and Atlantic Capital common stock, will largely depend on future developments, which SouthState and Atlantic Capital cannot accurately predict or control. Given this volatility and uncertainty, the unaudited pro forma combined condensed financial information included in this proxy statement/prospectus may not be indicative of and does not purport to represent the combined company’s actual financial condition or results of operations as of the closing date or any future or other date or period.
The following unaudited pro forma combined condensed financial information and related notes are being provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The preparation of the unaudited pro forma combined condensed financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial statements should be read together with:

the accompanying notes to the unaudited pro forma combined condensed financial statements;

SouthState’s audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in SouthState’s Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus;

SouthState’s unaudited historical condensed consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2021, included in SouthState’s Quarterly Report on Form 10-Q for the six months ended June 30, 2021, which is incorporated by reference into this proxy statement/prospectus;

Atlantic Capital’s audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2020, included in Atlantic Capital ‘s Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this proxy statement/prospectus;

Atlantic Capital’s unaudited historical condensed consolidated financial statements and accompanying notes as of and for the six months ended June 30, 2021, included in Atlantic Capital’s Quarterly Report on Form 10-Q for the six months ended June 30, 2021, which is incorporated by reference into this proxy statement/prospectus; and

other information pertaining to SouthState and Atlantic Capital contained in or incorporated by reference into this proxy statement/prospectus.
 
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SOUTHSTATE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except par value)
SouthState
6/30/2021
(as reported)
Atlantic
Capital
6/30/2021
(as reported)
Reclass
Adj
Purchase
Acct
Adj
Pro Forma
6/30/2021
Combined
ASSETS
Cash and cash equivalents:
Cash and due from banks
$ 529,434 $ 35,530 $ $ $ 564,964
Interest-bearing deposits with
banks
5,875,078 593,195 6,468,273
Total cash and cash
equivalents
6,404,512 628,725 7,033,237
Trading securities, at fair value
89,925 89,925
Investment securities:
Securities held to maturity
1,189,265 233,547 11,674
(c)
1,434,486
Securities available for sale, at fair
value
4,369,159 480,518 4,849,677
Other investments
160,607 24,293 184,900
Total investment securities
5,719,031 738,358 11,674 6,469,063
Loans held for sale
171,447 171,447
Loans:
Gross Loans
24,033,078 2,264,899 (11,863)
(d)
26,286,114
Less allowance for credit losses (“ACL”)
(350,401) (26,123)
(e)
(376,524)
Loans, net
23,682,677 2,238,776 (11,863) 25,909,590
Other real estate owned (OREO)
5,039 16 5,055
Bank property held for sale
20,237 20,237
Premises and equipment, net
568,473 19,643 588,116
Goodwill
1,581,085 19,925 193,462
(f)
1,794,472
Bank-owned life insurance
773,452 73,610 847,062
Mortgage servicing rights (MSRs)
57,351 57,351
Other intangible assets
145,126 2,637 7,344
(g)
155,107
Deferred tax asset
36,714 18,653 (1,701)
(h)
53,666
Derivatives assets, at fair value
526,145 15,591 (a) 541,736
Other assets
594,655 40,102 (15,591) (a) 7,054
(i)
626,220
Total assets
$ 40,375,869 $ 3,780,445 $ $ 205,970 $ 44,362,284
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing
$ 11,176,338 $ 1,374,018 $ 12,550,356
Interest-bearing
22,066,031 1,932,206 23,998,237
Total deposits
33,242,369 3,306,224 36,548,593
See accompanying notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
19

 
SouthState
6/30/2021
(as reported)
Atlantic
Capital
6/30/2021
(as reported)
Reclass
Adj
Purchase
Acct
Adj
Pro Forma
6/30/2021
Combined
Federal funds purchased and securities sold under agreements to repurchase
862,429 862,429
Other borrowings
351,548 73,953 425,501
Derivatives liabilities, at fair value
518,221 8,008 (b) 526,229
Other liabilities
643,679 47,083 (8,008) (b) 36,695
(i)
719,449
Total liabilities
35,618,246 3,427,260 36,695 39,082,201
Shareholders’ equity:
Preferred stock – $.01 par value;
authorized 10,000,000 shares; no shares
issued and outstanding
Common stock
175,957 18,287
(j), (k)
194,244
Surplus (APIC)
3,720,946 206,619 309,672
(j), (k)
4,237,237
Retained earnings
836,584 139,315 (151,433)
(j), (e)
824,466
Accumulated other comprehensive
income
24,136 7,251 (7,251)
(j)
24,136
Total shareholders’ equity
4,757,623 353,185 169,275 5,280,083
Total liabilities and shareholders’
equity
$ 40,375,869 $ 3,780,445 $ $ 205,970 $ 44,362,284
See accompanying notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
20

 
SOUTHSTATE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENT OF INCOME FOR THE YEAR
ENDED DECEMBER 31, 2020
(Dollars in thousands, except per share data)
SouthState
12/31/2020
(as reported)
CenterState
6/7/2020(1)
CenterState
Pro
Forma
Adj (8)
SouthState
12/31/2020
(Pro Forma)
Atlantic
Capital
12/31/2020
(as reported)
Pro
Forma
Adj
Proforma
12/31/2020
Combined
Interest income:
Loans, including fees
$ 851,199 $ 275,111 $ (29,918) (a) $ 1,096,392 $ 85,580 $ 2,966 (2) $ 1,184,938
Investment securities
54,632 23,609 (2,753) (b) 75,488 11,683 (3,891) (3) 83,280
Federal funds sold and securities purchased under agreements to resell
4,198 2,269 6,467 1,733 8,200
Total interest income
910,029 300,989 (32,671) 1,178,347 98,996 (925) 1,276,418
Interest expense:
Deposits
55,442 30,545 (2,771) (c) 83,216 7,820 91,036
Federal funds purchased
and securities sold
under agreements to
repurchase
1,950 1,528 3,478 41 3,519
Other borrowings
26,172 3,939 326 (d) 30,437 4,162 34,599
Total interest
expense
83,564 36,012 (2,445) 117,131 12,023 129,154
Net interest income
826,465 264,977 (30,226) 1,061,216 86,973 (925) 1,147,264
Provision for credit
losses
235,989 45,099 (45,099) (e) 235,989 17,446 253,435
Net interest income after provision for credit losses
590,476 219,878 14,873 825,227 69,527 (925) 893,829
Noninterest income:
Service charges on deposit accounts
84,319 17,352 101,671 4,871 106,542
Correspondent banking capital markets
revenue
64,743 48,145 112,888 112,888
Trust and investment services income
29,437 1,277 30,714 30,714
Mortgage banking
income
106,202 35,834 142,036 142,036
Securities gains, net
50 40,276 40,326 (23) 40,303
Other
26,389 7,177 33,566 5,437 39,003
Total noninterest income
311,140 150,061 461,201 10,285 471,486
Noninterest expense:
Salaries and employee benefits
416,599 138,632 555,231 34,229 589,460
Net occupancy
expense
75,587 19,047 94,634 6,520 101,154
See accompanying notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
21

 
SouthState
12/31/2020
(as reported)
CenterState
6/7/2020(1)
CenterState
Pro
Forma
Adj (8)
SouthState
12/31/2020
(Pro Forma)
Atlantic
Capital
12/31/2020
(as reported)
Pro
Forma
Adj
Proforma
12/31/2020
Combined
OREO expense and loan
related
3,568 2,040 5,608 99 5,707
Information services expense
59,843 10,263 70,106 3,113 73,219
FDIC assessment and other regulatory charges
10,713 3,248 13,961 629 14,590
Advertising and
marketing
4,092 3,223 7,315 517 7,832
Amortization of
intangibles
26,992 7,421 2,870 (f) 37,283 1,335 (4) 38,618
Supplies, printing and postage expense
8,679 1,520 10,199 90 10,289
Professional fees
14,033 6,014 20,047 2,745 22,792
Merger and branch consolidation related expenses
85,906 44,926 (127,879) (g) 2,953 (5) 2,953
Swap termination expense
38,787 38,787 38,787
Other
52,845 19,141 71,986 4,717 76,703
Total noninterest
expense
797,644 255,475 (125,009) 928,110 52,659 1,335 982,104
Earnings:
Income before provision
for income taxes
103,972 114,464 139,882 358,318 27,153 (2,260) 383,211
Provision for income
taxes
(16,660) 25,243 30,774 (h) 39,357 4,613 (497) (6) 43,473
Net income
$ 120,632 $ 89,221 $ 109,108 $ 318,961 $ 22,540 $ (1,763) $ 339,738
Earnings per common share:
Basic
$ 2.20 $ 4.50 $ 1.06 $ 4.33
Diluted
$ 2.19 $ 4.48 $ 1.05 $ 4.31
Dividends per common share
$ 1.88 $ 1.88 $ —- $ 1.88
Weighted-average common shares outstanding:
Basic
54,756 16,089 (i) 70,845 21,342 (13,659) (7) 78,528
Diluted
55,063 16,089 (i) 71,152 21,428 (13,714) (7) 78,866
See accompanying notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
22

 
SOUTHSTATE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
STATEMENT OF INCOME FOR THE SIX MONTHS
ENDED JUNE 30, 2021
(Dollars in thousands, except per share data)
SouthState
6/30/2021
(as reported)
Atlantic
Capital
6/30/2021
(as reported)
Pro
Forma
Adj
Proforma
6/30/2021
Combined
Interest income:
Loans, including fees
$ 506,144 $ 45,121 $ 1,483 (2) $ 552,748
Investment securities
37,534 7,274 (1,946) (3) 42,862
Federal funds sold and securities purchased under agreements to resell
2,339 633 2,972
Total interest income
546,017 53,028 (463) 598,582
Interest expense:
Deposits
20,795 1,822 22,617
Federal funds purchased and securities sold under agreements to repurchase
673 673
Other borrowings
9,421 2,201 11,622
Total interest expense
30,889 4,023 34,912
Net interest income
515,128 49,005 (463) 563,670
Provision for credit losses
(117,213) (5,452) (122,665)
Net interest income after provision for credit losses
632,341 54,457 (463) 686,335
Noninterest income:
Service charges on deposit accounts
49,218 3,390 52,608
Correspondent Banking capital markets revenue
54,625 54,625
Trust and investment services income
18,311 18,311
Mortgage banking income
36,995 36,995
Securities gains, net
36 2 38
Other
16,120 3,754 19,874
Total noninterest income
175,305 7,146 182,451
Noninterest expense:
Salaries and employee benefits
277,740 20,783 298,523
Net occupancy expense
46,175 3,105 49,280
OREO expense and loan related
1,242 14 1,256
Information services expense
37,867 1,661 39,528
FDIC assessment and other regulatory charges
8,772 696 9,468
Advertising and marketing
3,399 246 3,645
Amortization of intangibles
18,132 601 (4) 18,733
Supplies, printing and postage expense
5,170 15 5,185
Professional fees
5,575 1,645 7,220
Merger and branch consolidation related expenses
42,979 (5) 42,979
Extinguishment of debt cost
11,706 11,706
Other
33,337 2,181 35,518
Total noninterest expense
492,094 30,346 601 523,041
See accompanying notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
23

 
SouthState
6/30/2021
(as reported)
Atlantic
Capital
6/30/2021
(as reported)
Pro
Forma
Adj
Proforma
6/30/2021
Combined
Earnings:
Income before provision for income taxes
315,552 31,257 (1,064) 345,745
Provision for income taxes
69,643 6,079 (234) (6) 75,488
Net income
$ 245,909 $ 25,178 $ (830) $ 270,257
Earnings per common share:
Basic
$ 3.47 $ 1.24 $ 3.45
Diluted
$ 3.44 $ 1.23 $ 3.43
Dividends per common share
$ 0.94 $ —- $ 0.94
Weighted-average common shares outstanding:
Basic
70,937 20,356 (13,028) (7) 78,265
Diluted
71,445 20,509 (13,126) (7) 78,828
See accompanying notes to Unaudited Pro Forma Combined Condensed Consolidated Financial Statements
24

 
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(all amounts are in thousands, except per share data, unless otherwise indicated)
Note 1 — Basis of Pro Forma Presentation
The accompanying unaudited pro forma combined condensed financial statements and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma combined condensed statements of income for the year ended December 31, 2020 and six months ended June 30, 2021 combines the historical consolidated statements of income of SouthState and Atlantic Capital, giving effect to the merger as if it had been completed on January 1, 2020. In addition, the SouthState historical results reported in the unaudited pro forma combined condensed statement of income for the year ended December 31, 2020 have been adjusted to give effect to SouthState’s acquisition of CenterState, which closed on June 7, 2020, as if it had occurred on January 1, 2020. The accompanying unaudited pro forma combined condensed balance sheet as of June 30, 2021 combines the historical consolidated balance sheets of SouthState and Atlantic Capital, giving effect to the merger as if it had been completed on June 30, 2021.
SouthState’s and Atlantic Capital’s historical financial statements were prepared in accordance with GAAP. As discussed in the following notes, certain reclassifications were made to align SouthState’s and Atlantic Capital’s financial statement presentation. SouthState has not identified all adjustments necessary to conform Atlantic Capital’s accounting policies to SouthState’s accounting policies. Upon completion of the merger, or as more information becomes available, the combined company will perform a more detailed review of Atlantic Capital’s accounting policies. As a result of that review, differences could be identified between the accounting policies of the two companies that, when combined, could have a material impact on the combined company’s financial information.
The accompanying unaudited pro forma combined condensed financial statements and related notes were prepared using the acquisition method of accounting under the provisions of ASC 805, with SouthState considered to be the acquirer of Atlantic Capital. ASC 805 requires, among other things, that the assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma combined condensed balance sheet, the purchase consideration has been allocated to the assets acquired and liabilities assumed of Atlantic Capital based upon management’s preliminary estimate of their fair values as of June 30, 2021. SouthState has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair value of Atlantic Capital assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain Atlantic Capital assets and liabilities are presented at their respective carrying amounts and should be treated as preliminary values. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired and liabilities assumed will be recorded as goodwill. Accordingly, the purchase price allocation and related adjustments reflected in these unaudited pro forma combined condensed financial statements are preliminary and subject to revision based on final determination of fair value.
All dollar amounts presented within these NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS are in thousands of dollars, except per share data, unless otherwise indicated.
Note 2 — Preliminary Purchase Price Allocation
Under the terms of the merger agreement, holders of Atlantic Capital common stock have the right to receive a fixed exchange ratio of 0.36 shares of SouthState common stock for each share of Atlantic Capital common stock. For purposes of the unaudited pro forma combined condensed balance sheet, the estimated merger consideration is based on the total number of shares of Atlantic Capital common stock issued and outstanding as of June 30, 2021 and the closing price per share of SouthState common stock of $73.42 on July 22, 2021, the date of the merger agreement by and between SouthState and Atlantic Capital. The preliminary purchase price also takes into consideration the estimated fair value attributable to Atlantic Capital’s outstanding restricted stock awards, stock options and performance-based restricted stock units (collectively “Equity Awards”) as of June 30, 2021 that will convert to SouthState Equity Awards on the
 
25

 
acquisition date. Pursuant to the merger agreement, unvested Equity Awards at the time of merger will continue to vest according to the terms of the original stock award agreements (except that each SouthState Stock-Based RSU that was an Atlantic Capital Performance Share Award will continue to vest based solely on continued service following the effective time) and the related stock-based compensation will be recorded by SouthState as post-merger compensation expense.
The following table summarizes the preliminary purchase price allocation to the estimated fair value of assets and liabilities of Atlantic Capital (in thousands, except per share data):
Atlantic Capital common shares outstanding as of June 30, 2021
20,319,429
Price per share, based upon SouthState’s price of $73.42 on July 22, 2021
$ 26.4312
Total pro forma purchase price from common stock
$ 537,067
Stock options converted to SouthState options
766
Performance-based equity awards (PSUs) converted to SouthState’s restricted stock units
1,725
Adjustment for unvested restricted stock awards (RSAs) included in purchase price
above
(4,979)
Total pro forma purchase price
$ 534,579
The preliminary estimated merger consideration as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed of Atlantic Capital based on their preliminary estimated fair values. As mentioned above in Note 1, SouthState has not completed the valuation analysis and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the Atlantic Capital assets to be acquired or liabilities assumed, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain assets acquired and liabilities assumed are presented at their respective carrying amounts and should be treated as preliminary values. The fair value assessments are preliminary and are based upon available information and certain assumptions, which SouthState believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the unaudited pro forma combined condensed financial statements.
The following table sets forth a preliminary allocation of the estimated merger consideration to the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed of Atlantic Capital using Atlantic Capital ‘s unaudited consolidated balance sheet as of June 30, 2021:
Preliminary fair value of estimated total merger consideration
$ 534,579
Fair value of assets acquired:
Cash and cash equivalents
$ 628,725
Investment securities
750,032
Loans, net
2,242,812
Other real estate owned
16
Premises & equipment
19,643
Other intangible assets, including CDI
9,981
Bank owned life insurance
73,610
Deferred tax asset, net
13,171
Other assets
47,157
Total assets
3,785,147
Fair value of liabilities assumed:
Deposits
3,306,224
Other borrowings
73,953
Other liabilities
83,778
Total liabilities
3,463,955
 
26

 
Net assets acquired
321,192
Preliminary Pro Forma Goodwill
$ 213,387
Note 3 — Reclassification and Purchase Accounting Adjustments to the Unaudited Pro Forma Combined Condensed Balance Sheet
a.
Adjustment reflects the reclassification of Atlantic Capital’s derivatives from other assets to a separate line item.
b.
Adjustment reflects the reclassification of Atlantic Capital’s derivatives from other liabilities to a separate line item.
c.
Adjustment reflects the fair value adjustment of the held to maturity securities portfolio.
d.
Adjustment reflects the net fair value adjustments based on SouthState’s evaluation of the acquired loan portfolio, including the reversal of Atlantic Capital’s existing loan discount.
e.
The current ACL at Atlantic Capital approximates the ACL SouthState will record for the acquired loans. Approximately $10.2 million of the ACL is attributable to loans identified as Purchased Credit Deteriorated (“PCD”) based on a preliminary analysis and recorded as an adjustment to goodwill. The remaining $15.9 million of the ACL is attributable to non-PCD loans and is recorded as provision for credit losses (“PCL”) with a deferred tax adjustment of $3.8 million, resulting in a net impact to retained earnings of $12.1 million. This adjustment assumes data as of June 30, 2021 as reflected in Atlantic Capital’s Quarterly Report on Form 10-Q.
f.
Adjustment reflects the goodwill generated as a result of the consideration paid being greater than the net assets acquired.
g.
Adjustment reflects the recording of the core deposit intangible (“CDI”) of $7.3 million on the acquired core deposit accounts.
h.
Adjustment reflects the recording of the deferred tax asset generated by the net fair value adjustments and PCL related to the acquired non-PCD loans (at a rate equal to 23.78%).
i.
Adjustment reflects the accrual for Atlantic Capital’s direct transaction costs of $36.7 million, and applicable current income tax benefit of $7.1 million, incurred at closing.
j.
Adjustment reflects the reversal of Atlantic Capital’s retained earnings, common stock, surplus, treasury stock and AOCI.
k.
Adjustment reflects the stock consideration issued for the acquisition of Atlantic Capital.
Note 4 — Pro Forma Adjustments to the Unaudited Pro Forma Combined Condensed Statements of Income
1.
On June 7, 2020, SouthState completed its acquisition of CenterState. The pro forma adjustments for SouthState’s acquisition of CenterState in the unaudited pro forma combined condensed statement of income are necessary to adjust SouthState’s historical results to assume that the transaction had been completed on January 1, 2020.
2.
Adjustment to loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
3.
Adjustment reflects amortization of premium related to the fair value mark on held to maturity securities.
4.
Adjustment reflects the annual amortization of CDI using the sum of years’ digits method over
a 10-year period.
5.
South State expects to incur significant merger charges related to contract cancellations, legal, severance, change in control and other merger related charges, however, these are not reflected in the pro forma income statements.
 
27

 
6.
Adjustment reflects 22.0% tax rate on pro forma adjustments.
7.
Adjustment reflects exchange ratio of 0.36 times weighted average common shares outstanding of Atlantic Capital.
8.
Pro Forma Adjusting Entries for CenterState (dollars are in thousands):
(a) Preliminary estimate of loan interest accretion
$ 24,000
(a) Remove existing loan accretion of fair value adjustment
(53,918)
(b) Amortization of fair value adjustment at acquisition date related to held to  maturity securities
(2,753)
(c) Remove existing time deposit amortization of fair value adjustment
9,433
(c) Amortization of fair value adjustment at acquisition date related to time  deposits
(12,204)
(d) Remove amortization of existing amortization for other borrowings
(505)
(d) Amortization of new fair value adjustment related to other borrowings
831
(e) Removal of PCL recorded by CenterState. SouthState recorded PCL for  non-PCD loans on acquisition date.
(45,099)
(f) Remove amortization of existing CDI
(21,831)
(f) Amortization of new CDI
24,701
(g) Remove merger related fees
(127,879)
(h) Income tax expense of pro-forma adjustments
30,774
(i) Adjustment reflects exchange ratio of 0.3001 times CenterState’s common  shares outstanding at time of acquisition.
 
28

 
RISK FACTORS
An investment by Atlantic Capital’s shareholders in SouthState common stock as a result of the exchange of shares of Atlantic Capital common stock for shares of SouthState common stock in the merger involves certain risks. Certain material risks and uncertainties connected with the merger agreement, including the merger and bank merger, and ownership of SouthState common stock are discussed below. In addition, SouthState and Atlantic Capital discuss certain other material risks connected with the ownership of SouthState common stock and with SouthState’s business, and with the ownership of Atlantic Capital common stock and Atlantic Capital’s business, respectively, under the caption “Risk Factors” appearing in their respective Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC or may be filed with the SEC after the date of this proxy statement/prospectus, each of which reports is or will be incorporated by reference in this proxy statement/prospectus.
Holders of Atlantic Capital common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in deciding whether to vote for approval of the various proposals for which they may be entitled to vote at the special meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of SouthState common stock that you, as an existing Atlantic Capital shareholder, will hold upon the completion of the merger, and could result in a significant decline in the value of SouthState common stock and cause the holders of Atlantic Capital common stock to lose all or part of their respective investments.
Because the market price of SouthState common stock may fluctuate, holders of Atlantic Capital common stock cannot be certain of the market value of the merger consideration they will receive.
In the merger, each share of Atlantic Capital common stock issued and outstanding immediately prior to the effective time (other than certain shares held by SouthState or Atlantic Capital) will be converted into 0.36 shares of SouthState common stock. This exchange ratio is fixed and will not be adjusted for changes in the market price of either SouthState common stock or Atlantic Capital common stock. Changes in the price of SouthState common stock prior to the merger will affect the value that holders of Atlantic Capital common stock will receive in the merger. Neither SouthState nor Atlantic Capital is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of SouthState common stock or Atlantic Capital common stock.
Stock price changes may result from a variety of factors, including general market and economic conditions, changes in SouthState’s or Atlantic Capital’s businesses, operations and prospects, the recent outbreak of a novel strain of coronavirus, COVID-19, and regulatory considerations, many of which factors are beyond SouthState’s or Atlantic Capital’s control. Therefore, at the time of the special meeting, holders of Atlantic Capital common stock will not know the market value of the consideration to be received by holders of Atlantic Capital common stock at the effective time. You should obtain current market quotations for shares of SouthState common stock and for shares of Atlantic Capital common stock.
The market price of SouthState common stock after the merger may be affected by factors different from those affecting the shares of SouthState common stock or Atlantic Capital common stock currently.
In the merger, holders of Atlantic Capital common stock will become holders of SouthState common stock. SouthState’s business differs from that of Atlantic Capital. Accordingly, the results of operations of the combined company and the market price of SouthState common stock after the completion of the merger may be affected by factors different from those currently affecting the independent results of operations of each of SouthState and Atlantic Capital. For a discussion of the businesses of SouthState and Atlantic Capital and of certain factors to consider in connection with those businesses, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page 108.
 
29

 
SouthState and Atlantic Capital are expected to incur significant costs related to the merger and integration.
SouthState and Atlantic Capital have incurred and expect to incur certain non-recurring costs associated with the merger. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employee benefit-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either SouthState or Atlantic Capital regardless of whether or not the merger is completed.
The combined company is expected to incur substantial costs in connection with the integration of SouthState and Atlantic Capital. There are a large number of processes, policies, procedures, operations, technologies and systems that may need to be integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits. While SouthState and Atlantic Capital have assumed that a certain level of costs will be incurred, there are many factors beyond their control that could affect the total amount or the timing of the integration costs. Moreover, many of the costs that will be incurred are, by their nature, difficult to estimate accurately. These integration costs may result in the combined company taking charges against earnings following the completion of the merger, and the amount and timing of such charges are uncertain at present.
Combining SouthState and Atlantic Capital may be more difficult, costly or time consuming than expected and SouthState and Atlantic Capital may fail to realize the anticipated benefits of the merger.
The success of the merger will depend, in part, on the ability to realize the anticipated cost savings from combining the businesses of SouthState and Atlantic Capital. To realize the anticipated benefits and cost savings from the merger, SouthState and Atlantic Capital must successfully integrate and combine their businesses in a manner that permits those cost savings to be realized. If SouthState and Atlantic Capital are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all or may take longer to realize than expected. In addition, the actual cost savings and anticipated benefits of the merger could be less than anticipated, and integration may result in additional unforeseen expenses.
SouthState and Atlantic Capital have operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the companies’ ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits and cost savings of the merger. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of SouthState and Atlantic Capital during this transition period and for an undetermined period after completion of the merger on the combined company.
As companies operating in the financial services industry, the businesses and operations of each of SouthState, Atlantic Capital and the combined company following the completion of the merger may be adversely affected in numerous and complex ways, including as a result of adverse economic conditions, natural and human disasters or other international or domestic calamities.
Each of SouthState’s and Atlantic Capital’s businesses and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. Uncertainty about federal fiscal monetary and related policies, the medium and long-term fiscal outlook of the federal government, and future tax rates is a concern for businesses, consumers and investors in the United States. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond the control of SouthState, Atlantic Capital and the combined company. In addition, economic, social and political conditions in foreign countries, including global political hostilities or public health outbreaks and uncertainty over the stability of foreign currencies, could affect the stability of global financial markets, which could hinder domestic economic growth.
In addition, adverse economic, social and political conditions in the United States and in foreign countries, including adverse conditions resulting from natural disasters, acts of terrorism, outbreaks of
 
30

 
hostilities or other domestic or international calamities, epidemics and pandemics, and other matters beyond the control of SouthState, Atlantic Capital and the combined company, and the government policy responses to such conditions, could have an adverse effect on the businesses, financial condition, results of operations, prospects and trading prices of each of SouthState, Atlantic Capital and the combined company following the completion of the merger.
All of these factors could be detrimental to SouthState’s, Atlantic Capital’s and the combined company’s businesses, and the interplay between these factors can be complex and unpredictable.
The future results of the combined company following the merger may suffer if the combined company does not effectively manage its expanded operations.
Following the merger, the size of the business of the combined company will increase beyond the current size of either SouthState’s or Atlantic Capital’s business. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The combined company may also face increased scrutiny from governmental authorities as a result of the increase in the size of its business. There can be no assurances that the combined company will be successful or that it will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the merger.
The combined company may be unable to retain SouthState or Atlantic Capital personnel successfully after the merger is completed.
The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by SouthState and Atlantic Capital. It is possible that these employees may decide not to remain with SouthState or Atlantic Capital, as applicable, while the merger is pending or with the combined company after the merger is consummated. If SouthState and Atlantic Capital are unable to retain key employees, including management, who are critical to the successful integration and future operations of the companies, SouthState and Atlantic Capital could face disruptions in their operations, loss of existing customers, loss of key information, expertise or know-how and unanticipated additional recruitment costs. In addition, if key employees terminate their employment, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating SouthState and Atlantic Capital to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, SouthState and Atlantic Capital may not be able to locate or retain suitable replacements for any key employees who leave either company. For more information, see the section entitled “Governance of the Combined Company After the Merger” beginning on page 65.
Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the merger.
Before the merger and the bank merger may be completed, various approvals, consents and non-objections must be obtained, including from the Federal Reserve Board and the OCC. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger — Regulatory Approvals” beginning on page 65. These approvals could be delayed or not obtained at all, including due to: an adverse development in either party’s regulatory standing, or any other factors considered by regulators in granting such approvals; governmental, political or community group inquiries, investigations or opposition; or changes in legislation or the political environment.
The approvals that are granted may impose terms and conditions, limitations, obligations or costs, or place restrictions on the conduct of the combined company’s business or require changes to the terms of the transactions contemplated by the merger agreement. There can be no assurance that regulators will not impose any such conditions, limitations, obligations or restrictions and that such conditions, limitations, obligations or restrictions will not have the effect of delaying the completion of any of the transactions contemplated by the merger agreement, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the
 
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merger if the merger were consummated successfully within the expected timeframe. In addition, there can be no assurance that any such conditions, limitations, obligations or restrictions will not result in the delay or abandonment of the merger. Additionally, the completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or governmental entity of competent jurisdiction that would prohibit or make illegal the completion of any of the transactions contemplated by the merger agreement.
Despite the parties’ commitments to use their reasonable best efforts to resolve any objection that may be asserted by any governmental entity with respect to the merger agreement, under the terms of the merger agreement, neither SouthState nor Atlantic Capital is required to take any action or agree to any condition or restriction in connection with obtaining these approvals that would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the combined company and its subsidiaries, taken as a whole, after giving effect to the merger (measured on a scale relative to SouthState and its subsidiaries, taken as a whole). See the section entitled “The Merger—Regulatory Approvals” beginning on page 65.
The unaudited pro forma combined condensed financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations of the combined company after the merger may differ materially.
The unaudited pro forma combined condensed financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial information reflects adjustments, which are based upon preliminary estimates, to record the Atlantic Capital identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The fair value estimates reflected in this proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of Atlantic Capital as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Combined Condensed Consolidated Financial Information” beginning on page 17.
Certain of SouthState’s and Atlantic Capital’s directors and executive officers may have interests in the merger that may differ from the interests of holders of Atlantic Capital common stock.
Holders of Atlantic Capital common stock should be aware that some of SouthState’s and Atlantic Capital’s directors and executive officers may have interests in the merger and have arrangements that are different from, or in addition to, those of holders of Atlantic Capital common stock generally. These interests and arrangements may create potential conflicts of interest. The SouthState and Atlantic Capital boards of directors were aware of these respective interests and considered these interests, among other matters, when making their decisions to approve the merger agreement, and in recommending that Atlantic Capital shareholders vote to approve the Merger Proposal, the Compensation Proposal and the Adjournment Proposal, as applicable. For a more complete description of these interests, please see the section entitled “The Merger — Interests of Atlantic Capital’s Directors and Executive Officers in the Merger” beginning on page 59.
Termination of the merger agreement could negatively affect SouthState or Atlantic Capital.
If the merger agreement is not completed for any reason, including as a result of Atlantic Capital shareholders failing to approve the Merger Proposal, there may be various adverse consequences and SouthState and/or Atlantic Capital may experience negative reactions from the financial markets and from their respective customers and employees. For example, SouthState’s or Atlantic Capital’s businesses may have been affected adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Additionally, if the merger agreement is terminated, the market price of SouthState common stock or Atlantic Capital common stock could decline to the extent that the current market prices reflect a market
 
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assumption that the merger will be completed. If the merger agreement is terminated under certain circumstances, Atlantic Capital may be required to pay a termination fee of $16.5 million to SouthState.
Additionally, each of SouthState and Atlantic Capital has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus, and all filing and other fees paid to the SEC in connection with the merger. If the merger is not completed, SouthState and Atlantic Capital would have to pay these expenses without realizing the expected benefits of the merger.
SouthState and Atlantic Capital will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees and customers may have an adverse effect on SouthState and Atlantic Capital. These uncertainties may impair SouthState’s or Atlantic Capital’s ability to attract, retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with SouthState or Atlantic Capital to seek to change existing business relationships with SouthState or Atlantic Capital. In addition, subject to certain exceptions, SouthState and Atlantic Capital have agreed to operate their respective businesses in the ordinary course consistent with past practice in all material respects prior to closing, which could cause SouthState or Atlantic Capital to be unable to pursue other beneficial opportunities that may arise prior to the completion of the merger. See the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page 73 for a description of the restrictive covenants applicable to SouthState and Atlantic Capital.
The shares of SouthState common stock to be received by holders of Atlantic Capital common stock as a result of the merger will have different rights from the shares of Atlantic Capital common stock.
In the merger, holders of Atlantic Capital common stock will become holders of SouthState common stock and their rights as shareholders will be governed by South Carolina law and the governing documents of the combined company. The rights associated with SouthState common stock are different from the rights associated with Atlantic Capital common stock. See the section entitled “Comparison of Shareholders’ Rights” beginning on page 91 for a discussion of the rights associated with SouthState common stock.
Holders of Atlantic Capital common stock will have a reduced ownership and voting interest in the combined company after the merger and will exercise less influence over management.
Holders of Atlantic Capital common stock currently have the right to vote in the election of the board of directors and on other matters affecting Atlantic Capital. When the merger is completed, each holder of Atlantic Capital common stock who receives shares of SouthState common stock will become a holder of common stock of the combined company, with a percentage ownership of the combined company that is smaller than the holder’s percentage ownership of Atlantic Capital. Based on the number of shares of SouthState and Atlantic Capital common stock outstanding as of the close of business on the respective record dates, and based on the number of shares of SouthState common stock expected to be issued in the merger, the former holders of Atlantic Capital common stock, as a group, are estimated to own approximately 9.5% of the fully diluted shares of the combined company immediately after the merger. Because of this, holders of Atlantic Capital common stock may have less influence on the management and policies of the combined company than they now have on the management and policies of Atlantic Capital.
Issuance of shares of SouthState common stock in connection with the merger may adversely affect the market price of SouthState common stock.
In connection with the payment of the merger consideration, SouthState expects to issue approximately 20,304,958 shares of SouthState common stock to Atlantic Capital shareholders. The issuance of these new shares of SouthState common stock may result in fluctuations in the market price of SouthState common stock, including a stock price decrease.
 
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Holders of Atlantic Capital common stock will not have appraisal rights or dissenters’ rights in the merger.
Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.
Under Section 14-2-1302 of the GBCC, the holders of Atlantic Capital common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger if, on the record date for the special meeting, Atlantic Capital’s shares are listed on a national securities exchange. Atlantic Capital common stock is currently listed on Nasdaq, a national securities exchange, and is expected to continue to be so listed on the record date for the special meeting. In addition, the holders of Atlantic Capital common stock will receive shares of SouthState common stock as consideration in the merger, which shares are currently listed on Nasdaq, and are expected to continue to be so listed at the effective time. Accordingly, the holders of Atlantic Capital common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.
Shareholder litigation could prevent or delay the closing of the merger or otherwise negatively affect the business and operations of SouthState and Atlantic Capital.
SouthState and Atlantic Capital may incur costs in connection with the defense or settlement of any shareholder lawsuits filed in connection with the merger. Such litigation could have an adverse effect on the financial condition and results of operations of SouthState and Atlantic Capital and could prevent or delay the completion of the merger.
The merger agreement limits SouthState’s and Atlantic Capital’s respective ability to pursue alternatives to the merger and may discourage other companies from trying to acquire SouthState or Atlantic Capital.
The merger agreement contains “no shop” covenants that restrict Atlantic Capital’s ability to, directly or indirectly, initiate, solicit, knowingly encourage or knowingly facilitate any inquiries or proposals with respect to any acquisition proposal, engage or participate in any negotiations with any person concerning any acquisition proposal, provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person relating to any acquisition proposal, subject to certain exceptions, or, unless the merger agreement has been terminated in accordance with its terms, approve or enter into any term sheet, letter of intent, commitment, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other agreement in connection with or relating to any acquisition proposal.
The merger agreement further provides that, during the twelve (12)-month period following the termination of the merger agreement under specified circumstances, including the entry into a definitive agreement or consummation of a transaction with respect to an alternative acquisition proposal, Atlantic Capital may be required to pay to SouthState a cash termination fee equal to $16.5 million. See the section entitled “The Merger Agreement — Termination Fee” beginning on page 84.
These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of SouthState or Atlantic Capital from considering or proposing that acquisition.
The merger will not be completed unless important conditions are satisfied or waived, including approval by Atlantic Capital shareholders.
Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger and the bank merger. If the conditions are not satisfied or, subject to applicable law, waived, the merger and the bank merger will not occur or will be delayed and each of Atlantic Capital and SouthState may lose some or all of the intended benefits of the merger. The following conditions must be satisfied or waived, if permissible, before Atlantic Capital and SouthState are obligated to complete the merger:

approval of the merger agreement by the shareholders of Atlantic Capital by the requisite Atlantic Capital vote;

the authorization for listing on Nasdaq, subject to official notice of issuance, of the shares of SouthState common stock that will be issued pursuant to the merger agreement;
 
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all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome regulatory condition;

the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for such purpose initiated or threatened by the SEC and not withdrawn;

no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or the other transactions contemplated by the merger agreement illegal;

the accuracy of the representations and warranties of SouthState and Atlantic Capital in the merger agreement, subject to materiality standards provided in the merger agreement (and the receipt of officers’ certificates to such effect);

performance in all material respects by each of SouthState and Atlantic Capital of their respective obligations, covenants and agreements under the merger agreement (and the receipt of officers’ certificates to such effect); and

receipt by each of SouthState and Atlantic Capital of an opinion from counsel as to certain tax matters.
The opinion regarding the fairness, from a financial point of view, of the exchange ratio in the merger delivered to the Atlantic Capital board of directors prior to the signing of the merger agreement does not reflect any changes in circumstances since the date on which such opinion was delivered.
The opinion rendered by J.P. Morgan, financial advisor to Atlantic Capital, to the Atlantic Capital board of directors on July 22, 2021, was based upon information available to such financial advisors as of the date of such opinion. The opinion does not reflect any changes that may occur or may have occurred after the date on which the opinion was delivered, including changes to the operations and prospects of Atlantic Capital or SouthState, changes in general market and economic conditions, or other changes. Any such changes may alter the relative value of Atlantic Capital or SouthState or the prices of shares of Atlantic Capital common stock or SouthState common stock by the time the merger is completed. The opinion does not speak as of the date of this proxy statement/prospectus, as of the date the merger will be completed or as of any date other than the date of the opinion. For a description of the opinion that the Atlantic Capital board of directors received from Atlantic Capital’s financial advisor, please see “The Merger—Opinion of Atlantic Capital’s Financial Advisor” beginning on page 52.
Risks Relating to SouthState’s Business
You should read and consider risk factors specific to SouthState’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in SouthState’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 108 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.
Risks Relating to Atlantic Capital’s Business
You should read and consider risk factors specific to Atlantic Capital’s business that will also affect the combined company after the merger. These risks are described in the sections entitled “Risk Factors” in Atlantic Capital’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other documents incorporated by reference into this proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information” beginning on page 108 of this proxy statement/prospectus for the location of information incorporated by reference into this proxy statement/prospectus.
 
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained or incorporated by reference into this proxy statement/prospectus which are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which SouthState and Atlantic Capital operate and beliefs of and assumptions made by SouthState management and Atlantic Capital management, involve uncertainties that could significantly affect the financial condition, results of operations, business plans and the future performance of SouthState, Atlantic Capital or the combined company.
Words such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective are intended to identify forward-looking statements but are not the exclusive means of identifying these statements. Such forward-looking statements include, but are not limited to, statements about the strategic rationale and financial benefits of the transaction, including expected future financial and operating results and the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to projections of revenue, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; statements of plans and objectives of SouthState or Atlantic Capital or their management or board of directors, including those relating to products or services; and statements of future economic performance — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.
In addition to the factors relating to the merger discussed under the caption “Risk Factors” beginning on page 29 and the factors previously disclosed in SouthState’s and Atlantic Capital’s reports filed with the SEC, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements or historical performance: (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 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 SouthState’s issuance of additional shares of its common stock in the merger, (12) a material adverse change in the financial condition of SouthState or Atlantic Capital, (13) general competitive, economic, political and market conditions, (14) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks, including the recent outbreak of a novel strain of coronavirus, a respiratory illness, and (15) 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,
 
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extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
For any forward-looking statements made in this proxy statement/prospectus or in any documents incorporated by reference into this proxy statement/prospectus, SouthState and Atlantic Capital claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, we caution you not to place reliance on these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. Except as required by applicable law, neither SouthState nor Atlantic Capital undertakes to update these forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.
For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please see the reports that SouthState and Atlantic Capital have filed with the SEC as described under “Where You Can Find More Information” beginning on page 108.
We expressly qualify in their entirety all forward-looking statements attributable to either of us or any person acting on our behalf by the cautionary statements contained or referred to in this proxy statement/prospectus.
 
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THE SPECIAL MEETING
This section contains information for holders of Atlantic Capital common stock about the special meeting that Atlantic Capital has called to allow holders of Atlantic Capital common stock to consider and vote on the merger agreement and other related matters. This proxy statement/prospectus is accompanied by a notice of the special meeting of holders of Atlantic Capital common stock and a form of proxy card that the Atlantic Capital board of directors is soliciting for use by the holders of Atlantic Capital common stock at the special meeting and at any adjournments or postponements of the special meeting.
Date, Time and Place of the Meeting
The special meeting will be held on Tuesday, November 16, 2021, at 10:00 a.m., local time, virtually via the Internet at https://meetnow.global/MHMPV6Q.
Matters to Be Considered
At the special meeting, holders of Atlantic Capital common stock will be asked to consider and vote on the following proposals:

the Merger Proposal;

the Compensation Proposal; and

the Adjournment Proposal.
Recommendation of the Atlantic Capital Board of Directors
The Atlantic Capital board of directors unanimously recommends that you vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal. See “The Merger — Atlantic Capital’s Reasons for the Merger; Recommendation of the Atlantic Capital Board of Directors” beginning on page 50 for a more detailed discussion of the Atlantic Capital board of directors’ recommendation.
Record Date and Quorum
The Atlantic Capital board of directors has fixed the close of business on October 15, 2021 as the record date for determination of holders of Atlantic Capital common stock entitled to notice of and to vote at the special meeting. On the record date for the special meeting, there were 20,304,958 shares of Atlantic Capital common stock outstanding.
Holders of a majority of all of the votes entitled to be cast on a matter by the holders of Atlantic Capital common stock outstanding on the record date and entitled to vote at the special meeting must be present, either in person or by proxy, to constitute a quorum for the transaction of business at the special meeting. If you fail to submit a proxy or to vote in person at the special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of Atlantic Capital common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.
After a share of Atlantic Capital common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum not only at the special meeting but also at any adjournment or postponement of the special meeting. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed.
At the special meeting, each share of Atlantic Capital common stock is entitled to one (1) vote on all matters properly submitted to holders of Atlantic Capital common stock.
As of the record date, Atlantic Capital directors and executive officers and their affiliates owned and were entitled to vote approximately 918,915 shares of Atlantic Capital common stock, representing approximately 4.5% of the outstanding shares of Atlantic Capital common stock. We currently expect that Atlantic Capital’s directors and executive officers will vote their shares in favor of the Merger Proposal and the other proposals to be considered at the special meeting, although none of them has entered into any agreements obligating them to do so.
 
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Broker Non-Votes
A broker non-vote occurs when a bank, broker, trustee or other nominee is not permitted to vote on a “non-routine” matter without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the bank, broker, trustee or other nominee with such instructions. Broker non-votes only count toward a quorum if at least one proposal is presented with respect to which the bank, broker, trustee or other nominee has discretionary authority. It is expected that all proposals to be voted on at the special meeting will be “non-routine” matters, and, as such, broker non-votes, if any, will not be counted as present and entitled to vote for purposes of determining a quorum at the special meeting. If your bank, broker, trustee or other nominee holds your shares of Atlantic Capital common stock in “street name,” such entity will vote your shares of Atlantic Capital common stock only if you provide instructions on how to vote by complying with the voter instruction form sent to you by your bank, broker, trustee or other nominee with this proxy statement/prospectus.
Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote
Merger Proposal:

Vote required:   Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Atlantic Capital common stock entitled to vote on such proposal.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Merger Proposal, it will have the same effect as a vote “AGAINST” the Merger Proposal.
Compensation Proposal:

Vote required:   Approval of the Compensation Proposal requires the affirmative vote of a majority of all the votes cast by the holders of Atlantic Capital common stock entitled to vote, present in person or represented by proxy at the special meeting. For these purposes (and for purposes of the Adjournment Proposal described below), a majority of all the votes cast means that the votes cast in favor of the matter exceed the votes cast against the matter.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Compensation Proposal, it will have no effect on the Compensation Proposal.
Adjournment Proposal:

Vote required:   Approval of the Adjournment Proposal requires the affirmative vote of a majority of votes cast by the holders of Atlantic Capital common stock entitled to vote, present in person or represented by proxy at the special meeting.

Effect of abstentions and broker non-votes:   If you mark “ABSTAIN” on your proxy, fail to submit a proxy or vote in person at the special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the Adjournment Proposal, it will have no effect on the Adjournment Proposal.
Attending the Special Meeting
Your proxy card is your admission ticket. When you arrive at the special meeting, you will be asked to present photo identification, such as a driver’s license. If you are a beneficial owner of Atlantic Capital common stock held by a bank, broker, trustee or other nominee, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership. If you want to vote your Atlantic Capital common stock held in nominee name in person, you must get a “legal proxy” in your name from the bank, broker, trustee or other nominee that holds your shares. Atlantic Capital reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification. The use of cameras, sound recording equipment,
 
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communications devices or any similar equipment during the special meeting is prohibited without Atlantic Capital’s express written consent.
Proxies
A holder of Atlantic Capital common stock may vote by proxy or in person at the special meeting. If you hold your shares of Atlantic Capital common stock in your name as a holder of record, to submit a proxy, you, as a holder of Atlantic Capital common stock, may use one of the following methods:

By telephone: by calling the toll-free number indicated on the accompanying proxy card and following the recorded instructions.

Through the Internet: by visiting the website indicated on the accompanying proxy card and following the instructions.

By mail: by completing and returning the accompanying proxy card in the enclosed postage-paid envelope. The envelope requires no additional postage if mailed in the United States.
If you intend to submit your proxy by telephone or via the Internet, you must do so by 11:59 p.m., Eastern Time, on the day before the special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the special meeting.
Atlantic Capital requests that holders of Atlantic Capital common stock vote by telephone, over the Internet or by completing and signing the accompanying proxy card and returning it to Atlantic Capital as soon as possible in the enclosed postage-paid envelope. When the accompanying proxy card is returned properly executed, the shares of Atlantic Capital common stock represented by it will be voted at the special meeting in accordance with the instructions contained on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.
If a holder’s shares are held in “street name” by a bank, broker, trustee or other nominee, the holder should check the voting form used by that firm to determine whether the holder may vote by telephone or the Internet.
Every vote is important. Accordingly, you should sign, date and return the enclosed proxy card, or vote via the Internet or by telephone, whether or not you plan to attend the special meeting in person. Sending in your proxy card or voting by telephone or on the Internet will not prevent you from voting your shares personally at the meeting because you may subsequently revoke your proxy.
Shares Held in Street Name
If your shares are held in “street name” through a bank, broker, trustee or other nominee, you must instruct the bank, broker, trustee or other nominee on how to vote your shares. Your broker, bank or other nominee will vote your shares only if you provide specific instructions on how to vote by following the instructions provided to you by your bank, broker, trustee or other nominee.
You may not vote shares held in a brokerage or other account in “street name” by returning a proxy card directly to Atlantic Capital or by voting in person at the special meeting unless you provide a signed “legal proxy” giving you the right to vote the shares, which you must obtain from your bank, broker, trustee or other nominee. If you choose to vote your shares in street name in person at the special meeting, please bring that signed legal proxy along proof of identification.
Further, banks, brokers, trustees or other nominees who hold shares of Atlantic Capital common stock on behalf of their customers may not give a proxy to Atlantic Capital to vote those shares with respect to any non-routine matters without specific instructions from you, as banks, brokers, trustees and other nominees do not have discretionary voting power on any non-routine matters that will be voted upon at the special meeting, including the Merger Proposal, the Compensation Proposal and the Adjournment Proposal.
 
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Revocability of Proxies
If you are a holder of Atlantic Capital common stock of record, you may revoke your proxy at any time before it is voted by:

submitting a written notice of revocation to Atlantic Capital’s corporate secretary;