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SouthState News Release CORPORATION SouthState Corporation and Atlantic Capital Bancshares Announce Merger Agreement FOR IMMEDIATE RELEASE Media Contact Jackie Smith , 803.231.3486 WINTER HAVEN , FL and ATLANTA , GA - July 23 , 2021 - SouthState Corporation ( NASDAQ : SSB ) ( " SouthState " or the " Company " ) and Atlantic Capital Bancshares , Inc. ( NASDAQ : ACBI ) ( " Atlantic Capital " ) jointly announced today the signing of a definitive agreement pursuant to which Atlantic Capital will merge with and into SouthState in an all - stock transaction with an aggregate value of approximately $ 542 million , or $ 26.43 per share of Atlantic Capital common stock . Atlantic Capital , based in Atlanta , Georgia , has approximately $ 3.8 billion in total assets , $ 3.3 billion in total deposits , and $ 2.3 billion in total loans as of June 30 , 2021 , and operates one branch in the Atlanta metro area and one branch in Athens , Georgia . This merger will enhance SouthState's scale and improve market density in the attractive Atlanta market . SouthState will have top ten deposit market share in the Atlanta MSA , with approximately $ 5 billion in pro forma deposits . Upon merger completion , the combined company will have pro forma total assets of $ 44 billion , deposits of $ 36 billion , gross loans of $ 26 billion , and a market capitalization of approximately $ 5.7 billion . " We are pleased to announce this partnership with Doug and his team at Atlantic Capital . Atlanta is a strategically important market for us , and this attractive , in - market transaction significantly expands our market share in one of the fastest growing cities in the country , " said John C. Corbett , Chief Executive Officer of SouthState . " Additionally , Atlantic Capital provides a high - growth Fintech and Payments platform and a seasoned team of Atlanta bankers with a proven record of success . " Douglas L. Williams , President and CEO of Atlantic Capital , said , " This partnership with SouthState enhances our purpose to fuel prosperity for our shareholders , clients , and teammates . SouthState's larger capital base and broader range of capabilities will strengthen our client relationships and expand our new business opportunities . Our companies are tightly aligned culturally ; we operate on the same core banking and treasury management platforms , and our credit and risk management philosophies and processes are similar . " Subject to the terms of the merger agreement , Atlantic Capital shareholders will receive 0.36 shares of SouthState common stock for each outstanding share of Atlantic Capital common stock . Based on SouthState's stock price of $ 73.42 as of July 22 , 2021 , this equates to a per share value of $ 26.43 and an aggregate transaction value of $ 542 million . Additionally , two Atlantic Capital directors will join both the Company board and the SouthState Bank board . The transaction is expected to result in 3 % EPS accretion on a fully phased in basis and minimal tangible book value dilution , which is expected to be earned back in two years . The merger agreement has been unanimously approved by the board of directors of Atlantic Capital and SouthState . Completion of the merger is subject to customary closing conditions , including receipt of required regulatory approvals and the approval by shareholders of Atlantic Capital . The transaction is expected to close in the first quarter of 2022 . Raymond James & Associates , Inc. served as exclusive financial advisor and Davis Polk & Wardwell LLP served as legal counsel to SouthState in the transaction . J.P. Morgan Securities LLC served as exclusive financial advisor and Sullivan & Cromwell LLP and Troutman Pepper Hamilton Sanders LLP served as legal counsel to Atlantic Capital in the transaction . 1