Ameris Bancorp S-3ASR, filed Sep 21, 2020

Ameris Bancorp (ABCB)

S-3ASR 2020-09-21

View Original

Added on October 22, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

	Page
ABOUT THIS PROSPECTUS		1
WHERE YOU CAN FIND MORE INFORMATION		1
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
RISK FACTORS		4
AMERIS BANCORP		4
USE OF PROCEEDS		5
DESCRIPTION OF SECURITIES WE MAY OFFER		5
DESCRIPTION OF COMMON STOCK		5
DESCRIPTION OF PREFERRED STOCK		9
DESCRIPTION OF DEBT SECURITIES		12
DESCRIPTION OF WARRANTS		19
DESCRIPTION OF DEPOSITARY SHARES		20
DESCRIPTION OF UNITS		22
DESCRIPTION OF STOCK PURCHASE CONTRACTS		22
DESCRIPTION OF GLOBAL SECURITIES		23
PLAN OF DISTRIBUTION		25
SELLING SECURITYHOLDERS		28
LEGAL MATTERS		28
EXPERTS		28

	SEC registration fee					(1)
	Listing fees					(2)
	Legal fees and expenses					(2)
	Accounting fees and expenses					(2)
	Transfer agent, registrar and trustee fees					(2)
	Printing fees					(2)
	Miscellaneous					(2)
	Total					(2)

Exhibit No.			Description
1.1			Form of Underwriting Agreement for any offering of securities*
2.1			Agreement and Plan of Merger dated as of November 16, 2017, by and between Ameris Bancorp and Atlantic Coast Financial Corporation (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 17, 2017)
2.2			Stock Purchase Agreement dated as of December 29, 2017, by and between Ameris Bancorp and William J. Villari (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Registration Statement on Form S-3 (Registration No. 333-223080) filed with the SEC on February 16, 2018)
2.3			Agreement and Plan of Merger dated as of January 25, 2018, by and between Ameris Bancorp and Hamilton State Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on January 26, 2018)
2.4			Stock Purchase Agreement dated as of January 25, 2018, by and among Ameris Bancorp, Ameris Bank, William J. Villari and The Villari Family Gift Trust (incorporated by reference to Exhibit 2.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on January 26, 2018)
2.5			Agreement and Plan of Merger dated as of December 17, 2018 by and between Ameris Bancorp and Fidelity Southern Corporation (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 17, 2018)
3.1			Articles of Incorporation of Ameris Bancorp, as amended (incorporated by reference to Exhibit 2.1 to Ameris Bancorp’s Regulation A Offering Statement on Form 1-A filed August 14, 1987)
3.2			Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Annual Report on Form 10-K for the year ended December 31, 1998 filed with the SEC on March 26, 1999)

Exhibit No.			Description
3.3			Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.9 to Ameris Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2002 filed with the SEC on March 31, 2003)
3.4			Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed on with the SEC on December 1, 2005)
3.5			Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on November 21, 2008)
3.6			Articles of Amendment to the Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on June 1, 2011)
3.7			Articles of Amendment to the Articles of Incorporation of Ameris Bancorp (incorporated by reference to Exhibit 3.7 to Ameris Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 10, 2020)
3.8			Bylaws of Ameris Bancorp, as amended and restated through June 11, 2020 (incorporated by reference to Exhibit 3.8 to Ameris Bancorp’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 filed with the SEC on August 10, 2020)
4.1			See Exhibits 3.1 through 3.8 for provisions of the Articles of Incorporation of Ameris Bancorp, as amended, and Bylaws of Ameris Bancorp, as amended and restated, through June 11, 2020, which define the rights of securityholders
4.2			Indenture between Ameris Bancorp and Wilmington Trust Company dated September 20, 2006 (incorporated by reference to Exhibit 4.4 to Ameris Bancorp’s Registration Statement on Form S-4 (Registration No. 333-138252) filed with the SEC on October 27, 2006)
4.3			Floating Rate Junior Subordinated Deferrable Interest Debenture dated September 20, 2006 to Ameris Statutory Trust I (incorporated by reference to Exhibit 4.7 to Ameris Bancorp’s Registration Statement on Form S-4 (Registration No. 333-138252) filed with the SEC on October 27, 2006)
4.4			Indenture between Ameris Bancorp (as successor to The Prosperity Banking Company) and U.S. Bank National Association dated as of March 26, 2003 (incorporated by reference to Exhibit 4.3 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.5			First Supplemental Indenture dated as of December 23, 2013 by and among Ameris Bancorp, The Prosperity Banking Company and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.6			Form of Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2033 (included as Exhibit A to the Indenture filed as Exhibit 4.3 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.7			Indenture between Ameris Bancorp (as successor to The Prosperity Banking Company) and Deutsche Bank Trust Company Americas dated as of June 24, 2004 (incorporated by reference to Exhibit 4.6 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.8			First Supplemental Indenture dated as of December 23, 2013 by and among Ameris Bancorp, The Prosperity Banking Company and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.9			Form of Floating Rate Junior Subordinated Deferrable Interest Note Due 2034 (incorporated by reference to Exhibit 4.8 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)

Exhibit No.			Description
4.10			Indenture between Ameris Bancorp (as successor to The Prosperity Banking Company) and Wilmington Trust Company dated as of January 31, 2006 (incorporated by reference to Exhibit 4.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.11			First Supplemental Indenture dated as of December 23, 2013 by and among Ameris Bancorp, The Prosperity Banking Company and Wilmington Trust Company (pertaining to Indenture dated as of January 31, 2006) (incorporated by reference to Exhibit 4.10 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.12			Form of Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2036 (included as Exhibit A to the Indenture filed as Exhibit 4.9 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.13			Indenture between Ameris Bancorp (as successor to The Prosperity Banking Company) and Wilmington Trust Company dated as of September 20, 2007 (incorporated by reference to Exhibit 4.18 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.14			First Supplemental Indenture dated as of December 23, 2013 by and among Ameris Bancorp, The Prosperity Banking Company and Wilmington Trust Company (pertaining to Indenture dated as of September 20, 2007) (incorporated by reference to Exhibit 4.19 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.15			Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2037 (included as Exhibit A to the Indenture filed as Exhibit 4.18 to Ameris Bancorp’s Annual Report on Form 10-K filed with the SEC on March 14, 2014)
4.16			Indenture between Ameris Bancorp (as successor to Coastal Bankshares, Inc.) and Wells Fargo Bank, National Association dated as of August 27, 2003 (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2014)
4.17			First Supplemental Indenture dated as of June 30, 2014 by and among Ameris Bancorp and Wells Fargo Bank, National Association (pertaining to Indenture dated as of August 27, 2003) (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2014)
4.18			Form of Junior Subordinated Debt Security Due 2033 (included as Exhibit A to the Indenture filed as Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2014)
4.19			Indenture between Ameris Bancorp (as successor to Coastal Bankshares, Inc.) and U.S. Bank National Association dated as of December 14, 2005 (incorporated by reference to Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2014)
4.20			First Supplemental Indenture dated as of June 30, 2014 by and among Ameris Bancorp, Coastal Bankshares, Inc. and U.S. Bank National Association (pertaining to Indenture dated as of December 14, 2005) (incorporated by reference to Exhibit 4.5 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2014)
4.21			Form of Junior Subordinated Debt Security Due 2035 (included as Exhibit A to the Indenture filed as Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2014)
4.22			Indenture between Ameris Bancorp (as successor to Merchants & Southern Banks of Florida, Incorporated) and Wilmington Trust Company dated as of March 17, 2005 (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on May 27, 2015)
4.23			First Supplemental Indenture dated as of May 22, 2015 by and among Ameris Bancorp, Merchants & Southern Banks of Florida, Incorporated and Wilmington Trust Company (pertaining to Indenture dated as of March 17, 2005) (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on May 27, 2015)

Exhibit No.			Description
4.24			Form of Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2035 (included as Exhibit A to the Indenture filed as Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on May 27, 2015)
4.25			Indenture between Ameris Bancorp (as successor to Merchants & Southern Banks of Florida, Incorporated) and Wilmington Trust Company dated as of March 30, 2006 (incorporated by reference to Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on May 27, 2015)
4.26			First Supplemental Indenture dated as of May 22, 2015 by and among Ameris Bancorp, Merchants & Southern Banks of Florida, Incorporated and Wilmington Trust Company (pertaining to Indenture dated as of March 30, 2006) (incorporated by reference to Exhibit 4.5 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on May 27, 2015)
4.27			Form of Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2036 (included as Exhibit A to the Indenture filed as Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on May 27, 2015)
4.28			Indenture between Ameris Bancorp (as successor to Jacksonville Bancorp, Inc.) and Wilmington Trust Company dated as of June 17, 2004 (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.29			First Supplemental Indenture dated as of March 11, 2016 by and among Ameris Bancorp, Jacksonville Bancorp, Inc. and Wilmington Trust Company (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.30			Form of Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2034 (included as Exhibit A to the Indenture filed as Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.31			Indenture between Ameris Bancorp (as successor to Jacksonville Bancorp, Inc.) and Wilmington Trust Company dated as of September 15, 2005 (incorporated by reference to Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.32			Second Supplemental Indenture dated as of March 11, 2016 by and among Ameris Bancorp, Jacksonville Bancorp, Inc. and Wilmington Trust (incorporated by reference to Exhibit 4.5 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.33			Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2035 (included as Exhibit A to the Indenture filed as Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.34			Indenture between Ameris Bancorp (as successor to Jacksonville Bancorp, Inc.) and Wilmington Trust Company dated as of December 14, 2006 (incorporated by reference to Exhibit 4.7 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.35			First Supplemental Indenture dated as of March 11, 2016 by and among Ameris Bancorp, Jacksonville Bancorp, Inc. and Wilmington Trust Company (incorporated by reference to Exhibit 4.8 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.36			Form of Floating Rate Junior Subordinated Deferrable Interest Debenture Due 2036 (included as Exhibit A to the Indenture filed as Exhibit 4.7 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.37			Indenture between Ameris Bancorp (as successor to Jacksonville Bancorp, Inc.) and Wells Fargo Bank, National Association dated as of June 20, 2008 (incorporated by reference to Exhibit 4.10 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.38			First Supplemental Indenture dated as of March 11, 2016 by and between Ameris Bancorp and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.11 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)

Exhibit No.			Description
4.39			Form of Junior Subordinated Debt Security Due 2038 (included as Exhibit A to the Indenture filed as Exhibit 4.10 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 14, 2016)
4.40			Subordinated Debt Indenture dated as of March 13, 2017 by and between Ameris Bancorp and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 13, 2017)
4.41			First Supplemental Indenture, dated as of March 13, 2017, by and between Ameris Bancorp and Wilmington Trust Company, National Association (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 13, 2017)
4.42			Form of 5.75% Fixed-to-Floating Rate Subordinated Note due 2027 (included as Exhibit A to the First Supplemental Indenture filed as Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on March 13, 2017)
4.43			Indenture dated as of November 10, 2005 by and between Ameris Bancorp (as successor to Hamilton State Bancshares, Inc.) and Wilmington Trust Company (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 2, 2018)
4.44			Second Supplemental Indenture dated as of June 29, 2018 by and among Ameris Bancorp, Hamilton State Bancshares, Inc. and Wilmington Trust Company (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 2, 2018)
4.45			Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture (included as Exhibit A to the Indenture filed as Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 2, 2018)
4.46			Indenture between Ameris Bancorp (as successor to Fidelity Southern Corporation) and U.S. Bank National Association, dated as of June 26, 2003 (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.47			First Supplemental Indenture, among Ameris Bancorp, Fidelity Southern Corporation and U.S. Bank National Association, dated as of July 1, 2019 (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.48			Form of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033 (incorporated by reference to Exhibit 4.3 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.49			Indenture between Ameris Bancorp (as successor to Fidelity Southern Corporation) and Wilmington Trust Company, dated as of March 17, 2005 (incorporated by reference to Exhibit 4.4 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.50			First Supplemental Indenture, among Ameris Bancorp, Fidelity Southern Corporation and Wilmington Trust Company, dated as of July 1, 2019 (incorporated by reference to Exhibit 4.5 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.51			Form of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2035 (incorporated by reference to Exhibit 4.6 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.52			Indenture between Ameris Bancorp (as successor to Fidelity Southern Corporation) and Wilmington Trust Company, dated as of August 20, 2007 (incorporated by reference to Exhibit 4.7 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.53			First Supplemental Indenture, among Ameris Bancorp, Fidelity Southern Corporation and Wilmington Trust Company, dated as of July 1, 2019 (incorporated by reference to Exhibit 4.8 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.54			Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037 (incorporated by reference to Exhibit 4.9 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on July 1, 2019)
4.55			Second Supplemental Indenture, dated as of December 6, 2019, by and between Ameris Bancorp and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 6, 2019)

Exhibit No.			Description
4.56			Form of 4.25% Fixed-to-Floating Subordinated Notes due 2029 (incorporated by reference to Exhibit 4.3 to Ameris Bancorp’s Current Report on Form 8-K filed with the SEC on December 6, 2019)
4.57			Form of Global Note representing Fixed/Floating Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit 4.56 to Ameris Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 9, 2020)
4.58			Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.9 to Ameris Bancorp’s Registration Statement on Form S-1 filed with the SEC on April 14, 2010)
4.59			Form of Articles of Amendment Establishing a Series of Preferred Stock*
4.60			Form of Specimen of Preferred Stock Certificate*
4.61			Form of Senior Debt Indenture
4.62			Subordinated Debt Indenture, dated as of March 13, 2017, between Ameris Bancorp and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Ameris Bancorp’s Current Report on Form 8-K filed on March 13, 2017)
4.63			Form of Senior Debt Security*
4.64			Form of Subordinated Debt Security*
4.65			Form of Warrant Agreement*
4.66			Form of Warrant Certificate*
4.67			Form of Depositary Agreement*
4.68			Form of Depositary Receipt*
4.69			Form of Unit Agreement*
4.70			Form of Purchase Contract Agreement*
5.1			Opinion of Rogers & Hardin LLP
23.1			Consent of Rogers & Hardin LLP (included in Exhibit 5.1)
23.2			Consent of Crowe LLP
24.1			Powers of Attorney (included on signature page)
25.1			Statement of Eligibility of Trustee on Form T-1 for the Senior Debt Indenture
25.2			Statement of Eligibility of Trustee on Form T-1 for the Subordinated Debt Indenture

Signature	Title	Date
/s/ H. Palmer Proctor, Jr. H. Palmer Proctor, Jr.	Chief Executive Officer and Director (Principal Executive Officer)	September 21, 2020
/s/ Nicole S. Stokes Nicole S. Stokes	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 21, 2020
/s/ William I. Bowen, Jr. William I. Bowen, Jr.	Director	September 21, 2020
/s/ Rodney D. Bullard Rodney D. Bullard	Director	September 21, 2020
/s/ Wm. Millard Choate Wm. Millard Choate	Director	September 21, 2020

		Page Number
ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.1	Definitions	1
Section 1.2	Other Definitions	4
Section 1.3	Incorporation by Reference of Trust Indenture Act	4
Section 1.4	Rules of Construction	5
ARTICLE II	THE SECURITIES	5
Section 2.1	Issuable in Series	5
Section 2.2	Establishment of Terms of Series of Securities	5
Section 2.3	Execution and Authentication	7
Section 2.4	Registrar and Paying Agent	8
Section 2.5	Paying Agent to Hold Money in Trust	8
Section 2.6	Securityholder Lists	9
Section 2.7	Transfer and Exchange	9
Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	9
Section 2.9	Outstanding Securities	10
Section 2.10	Treasury Securities	10
Section 2.11	Temporary Securities	10
Section 2.12	Cancellation	10
Section 2.13	Defaulted Interest	11
Section 2.14	Global Securities	11
Section 2.15	CUSIP Numbers	12
ARTICLE III	REDEMPTION	12
Section 3.1	Notice to Trustee	12
Section 3.2	Selection of Securities to be Redeemed	12
Section 3.3	Notice of Redemption	13
Section 3.4	Effect of Notice of Redemption	14
Section 3.5	Deposit of Redemption Price	14
Section 3.6	Securities Redeemed in Part	14
ARTICLE IV	COVENANTS	14
Section 4.1	Payment of Principal and Interest	14
Section 4.2	SEC Reports	14
Section 4.3	Compliance Certificate	14
Section 4.4	Stay, Extension and Usury Laws	15
Section 4.5	Corporate Existence	15
Section 4.6	Taxes	15
ARTICLE V	SUCCESSORS	15
Section 5.1	When Company May Merge, Etc.	15
Section 5.2	Successor Corporation Substituted	15
ARTICLE VI	DEFAULTS AND REMEDIES	16
Section 6.1	Events of Default	16
Section 6.2	Acceleration of Maturity; Rescission and Annulment	17
Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	17
Section 6.4	Trustee May File Proofs of Claim	18
Section 6.5	Trustee May Enforce Claims Without Possession of Securities	18
Section 6.6	Application of Money Collected	19
Section 6.7	Limitation on Suits	19
Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	19

Section 6.9	Restoration of Rights and Remedies	20
Section 6.10	Rights and Remedies Cumulative	20
Section 6.11	Delay or Omission Not Waiver	20
Section 6.12	Control by Holders	20
Section 6.13	Waiver of Past Defaults	20
Section 6.14	Undertaking For Costs	21
ARTICLE VII	TRUSTEE	21
Section 7.1	Duties of Trustee	21
Section 7.2	Rights of Trustee	22
Section 7.3	Individual Rights of Trustee	24
Section 7.4	Trustee’s Disclaimer	24
Section 7.5	Notice of Defaults	24
Section 7.6	Reports by Trustee to Holders	24
Section 7.7	Compensation and Indemnity	24
Section 7.8	Replacement of Trustee	25
Section 7.9	Successor Trustee by Merger, Etc.	26
Section 7.10	Eligibility; Disqualification	26
Section 7.11	Referential Collection of Claims Against Company	26
ARTICLE VIII	SATISFACTION AND DISCHARGE; DEFEASANCE	26
Section 8.1	Satisfaction and Discharge of Indenture	26
Section 8.2	Application of Trust Funds; Indemnification	26
Section 8.3	Legal Defeasance of Securities of Any Series	28
Section 8.4	Covenant Defeasance	29
Section 8.5	Repayment to Company	30
ARTICLE IX	AMENDMENTS AND WAIVERS	30
Section 9.1	Without Consent of Holders	30
Section 9.2	With Consent of Holders	31
Section 9.3	Limitations	32
Section 9.4	Compliance with Trust Indenture Act	32
Section 9.5	Revocation and Effect of Consents	32
Section 9.6	Notation on or Exchange of Securities	33
Section 9.7	Trustee Protected	33
ARTICLE X	MISCELLANEOUS	33
Section 10.1	Trust Indenture Act Controls	33
Section 10.2	Notices	33
Section 10.3	Communication by Holders with Other Holders	34
Section 10.4	Certificate and Opinion as to Conditions Precedent	34
Section 10.5	Statements Required in Certificate or Opinion	34
Section 10.6	Rules by Trustee and Agents	35
Section 10.7	Legal Holidays	35
Section 10.8	No Recourse Against Others	35
Section 10.9	Counterparts	35
Section 10.10	Governing Laws	35
Section 10.11	No Adverse Interpretation of Other Agreements	36
Section 10.12	Successors	36
Section 10.13	Severability	36
Section 10.14	Table of Contents, Headings, Etc.	36
Section 10.15	Waiver of Trial by Jury	36
Section 10.16	Consent to Jurisdiction	36
Section 10.17	USA Patriot Act	36
ARTICLE XI	SINKING FUNDS	37

Section 11.1	Applicability of Article	37
Section 11.2	Satisfaction of Sinking Fund Payments with Securities	37
Section 11.3	Redemption of Securities for Sinking Fund	37

Trust Indenture Act Section		Indenture Section
Section 310	(a)(1)		7.10
	(a)(2)		7.10
	(a)(3)		N/A
	(a)(4)		N/A
	(a)(5)		7.10
	(b)		7.10
Section 311	(a)		7.11
	(b)		7.11
	(c)		N/A
Section 312	(a)		2.6
	(b)		10.3
	(c)		10.3
Section 313	(a)		7.6
	(b)(1)		7.6
	(b)(2)		7.6
	(c)(1)		7.6
	(d)		7.6
Section 314	(a)		4.2, 10.5
	(b)		N/A
	(c)(1)		10.4
	(c)(2)		10.4
	(c)(3)		N/A
	(d)		N/A
	(e)		10.5
	(f)		N/A
Section 315	(a)		7.1
	(b)		7.5
	(c)		7.1
	(d)		7.1
	(e)		6.14
Section 316	(a)		2.10
	(a)(1)(A)		6.12
	(a)(1)(B)		6.13
	(b)		6.8
Section 317	(a)(1)		6.3
	(a)(2)		6.4
	(b)		2.5
Section 318	(a)		10.1

Term	Defined in Section
“Bankruptcy Law”		6.1
“Custodian”		6.1
“Event of Default”		6.1
“Legal Holiday”		10.7
“mandatory sinking fund payment”		11.1
“optional sinking fund payment”		11.1
“Paying Agent”		2.4
“Registrar”		2.4
“Service Agent”		2.4
“successor person		5.1

	(f)	a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

	AMERIS BANCORP

	By:
	Name:
	Title:

	TRUSTEE, not in its individual capacity but solely as Trustee

	By:
	Name:
	Title:

Georgia	58-1456434
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	WILMINGTON TRUST, NATIONAL ASSOCIATION

	By:	/s/ Michael H. Wass
	Name:	Michael H. Wass
	Title:	Vice President

	(6)	Adopt, amend or repeal bylaws; or
	(6)	Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

	WILMINGTON TRUST, NATIONAL ASSOCIATION

Dated: September 21^st, 2020	By:	/s/ Michael H. Wass
		Name: Michael H. Wass
		Title: Vice President

	Thousands of Dollars
ASSETS
Cash and balances due from depository institutions:		5,455,017
Securities:		5,315
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		125,487
Premises and fixed asset		23,164

Other real estate owned:		86
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		810
Other assets:		60,716
Total Assets:		5,670,595

	Thousands of Dollars
LIABILITIES
Deposits		4,983,983
Federal funds purchased and securities sold under agreements to repurchase		0
Other borrowed money:		0
Other Liabilities:		65,745
Total Liabilities		5,049,728

	Thousands of Dollars
EQUITY CAPITAL
Common Stock		1,000
Surplus		405,358
Retained Earnings		215,078
Accumulated other comprehensive income		(569	)
Total Equity Capital		620,867
Total Liabilities and Equity Capital		5,670,595

	1)	The name and address of each proposed nominee.
	2)	The principal occupation of each proposed nominee.
	3)	The total number of shares of capital stock of the association that will be voted for each proposed nominee.
	4)	The name and residence address of the notifying shareholder.
	5)	The number of shares of capital stock of the association owned by the notifying shareholder.

	1)	Define the duties of the officers, employees, and agents of the association.
	2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the association.
	3)	Fix the compensation and enter into employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.
	4)	Dismiss officers and employees.
	5)	Require bonds from officers and employees and to fix the penalty thereof.
	6)	Ratify written policies authorized by the association's management or committees of the board.
	7)	Regulate the manner in which any increase or decrease of the capital of the association shall be made, provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.
	8)	Manage and administer the business and affairs of the association.
	9)	Adopt initial bylaws, not inconsistent with law or the articles of association, for managing the business and regulating the affairs of the association.
	10)	Amend or repeal bylaws, except to the extent that the articles of association reserve this power in whole or in part to shareholders.
	11)	Make contracts.
	12)	Generally perform all acts that are legal for a board of directors to perform.

	(1)	Authorize distributions of assets or dividends;
	(2)	Approve action required to be approved by shareholders;
	(3)	Fill vacancies on the board of directors or any of its committees;
	(5)	Amend articles of association;
	(6)	Adopt, amend or repeal bylaws; or
	(6)	Authorize or approve issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares.

ASSETS	Thousands of Dollars
Cash and balances due from depository institutions:		5,455,017
Securities:		5,315
Federal funds sold and securities purchased under agreement to resell:		0
Loans and leases held for sale:		0
Loans and leases net of unearned income, allowance:		125,487
Premises and fixed asset		23,164

Other real estate owned:		86
Investments in unconsolidated subsidiaries and associated companies:		0
Direct and indirect investments in real estate ventures:		0
Intangible assets:		810
Other assets:		60,716
Total Assets:		5,670,595

EQUITY CAPITAL	Thousands of Dollars
Common Stock	1,000
Surplus	405,358
Retained Earnings	215,078
Accumulated other comprehensive income	(569	)
Total Equity Capital	620,867
Total Liabilities and Equity Capital	5,670,595