South State Corporation (NasdaqGS:SSB) entered into a definitive agreement to acquire Atlantic Capital Bancshares, Inc. (NasdaqGS:ACBI) for approximately $540 million on July 22, 2021. Subject to the terms of the merger agreement, Atlantic Capital shareholders will receive 0.36 shares of South State common stock for each outstanding share of Atlantic Capital common stock. The all-stock transaction will have an aggregate value of approximately $542 million, or $26.43 per share of Atlantic Capital common stock. Pursuant to the agreement, Atlantic Capital Bancshares will merge with and into South State Corporation, with South State Corporation as the surviving entity. Following the merger, Atlantic Capital Bank, N.A., a wholly owned bank subsidiary of Atlantic Capital Bancshares, will merge with and into South State Bank, National Association, a wholly owned subsidiary of SouthState, with SouthState Bank as the surviving entity in the bank merger. In the event of termination, Atlantic will pay $16.5 million as termination fee. Following completion, Douglas L. Williams, the current President and Chief Executive Officer of Atlantic Capital, will be the President of Atlanta Banking Group and Head of Corporate Banking. Kurt A. Shreiner, the President of the Corporate Financial Services Division of Atlantic Capital, will be President of the Corporate Services Division and Richard A. Oglesby Jr., the President of the Atlanta Division of Atlantic Capital, will be President of the Atlanta Division. Robert Bugbee will be Chief Credit Officer for SouthState's new Atlanta Banking Group. Ashley Carson, Bob Cancelliere, and John May will continue to lead their Atlanta banking teams. Kathy Andrews, Donyale Getz, Nathan Ottinger, and John Seeds will retain their current responsibilities in the new Corporate Financial Services Division. Two Atlantic Capital directors will join both the South State Corporation Board and the South State Bank Board. Atlantic Capital's headquarters will remain in Winter Haven, FL. Corporate Banking will be headquartered in Atlanta, GA and Doug Williams will be leading the effort for the combined company.

Completion of the merger is subject to customary closing conditions, including the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency, the approval by shareholders of Atlantic Capital, authorization for listing on Nasdaq of the shares of SouthState Common Stock to be issued in the merger, effectiveness of the registration statement on Form S-4 for the SouthState Common Stock to be issued in the merger and other customary conditions. The merger agreement has been unanimously approved by the board of directors of Atlantic Capital and South State. On October 12, 2021, the Office of the Comptroller of the Currency has approved the transaction. The shareholders meeting of SouthState Corporation and Atlantic Capital to approve the transaction will be held on November 16, 2021. The Registration Statement on Form S-4 filed by Atlantic Capital became effective on October 15, 2021. On November 16, 2021, Atlantic Capital shareholders approved the merger. On February 11, 2022, the Board of Governors of the Federal Reserve System approved the transaction. As of February 11, 2022, all required regulatory approvals to complete the merger and the merger of the respective bank subsidiaries of SouthState and Atlantic Capital have now been received. The transaction is expected to close in the first quarter of 2022. As of February 14, 2022, the combined bank is expected to open for business on or about March 1, 2022. The transaction is expected to result in 3% EPS accretion on a fully phased in basis and minimal tangible book value dilution, which is expected to be earned back in two years.

Raymond James & Associates, Inc. served as exclusive financial advisor and Margaret E. Tahyar, George R. Bason Jr., Evan Rosen, Malik M. Khalil, Tyler X. Senackerib, Shaoting Qin, William A. Curran, Joshua J. Micelotta, Veronica M. Wissel and Charlotte R. Fabiani of Davis Polk & Wardwell LLP served as legal counsel to South State in the transaction. J.P. Morgan Securities LLC served as exclusive financial advisor and fairness opinion provider and Mitchell S. Eitel, Terence H. Kim, Kyle B. Hess and Stephen M. Salley of Sullivan & Cromwell LLP and James Stevens, Gabrielle Gaudet, Jeffery Banish, Constance Brewster, Peter Dragna, and Jackie Chang of Troutman Pepper Hamilton Sanders LLP served as legal counsel to Atlantic Capital in the transaction. The transfer agent and registrar for SouthState common stock is Computershare, Inc. Atlantic Capital has retained Georgeson LLC as proxy solicitor for a fee of approximately $8,500 plus certain expenses for their services. Atlantic Capital has agreed to pay J.P. Morgan a fee of $7 million for its services, $2.5 million of which became payable upon the delivery of J.P. Morgan's opinion and the remainder of which will become payable only upon consummation of the merger.

South State Corporation (NasdaqGS:SSB) completed the acquisition of Atlantic Capital Bancshares, Inc. (NasdaqGS:ACBI) on March 1, 2022. Following completion, Atlantic Capital merged with and into South State, with South State continuing as the surviving corporation. Immediately following the merger, Atlantic Capital Bank, N.A. merged with and into SouthState Bank, National Association. The size of the board of directors of the company as of the effective time was increased to consist of a total of 19 directors, including two directors that served on Atlantic Capital's board immediately prior to the merger. The existing 17 members of SouthState's board of directors serving immediately prior to the merger will continue to serve on the company's board. Shantella E. “Shan” Cooper and Douglas J. Hertz, the two AtlanOc Capital directors will be appointed to the boards of SouthState and SouthState Bank. The AtlanOc Capital executive leadership team will continue to serve the Atlantic Capital customers and the Atlanta community.