SouthState Bank Corp 8-K, filed Mar 1, 2022
SouthState Bank Corp (SSB)
About this 8-K
SouthState Bank Corp filed this 8-K on March 1, 2022.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Introduction.
This Current Report on Form 8-K is being filed in connection with the completion on March [1], 2022 (the “Closing Date”) of the previously announced merger between SouthState Corporation, a South Carolina corporation (“SouthState” or the “Company”), and Atlantic Capital Bancshares, Inc., a Georgia corporation (“Atlantic Capital”), pursuant to the Agreement and Plan of Merger, dated as of July 22, 2021 (the “Merger Agreement”), by and between SouthState and Atlantic Capital.
Pursuant to the Merger Agreement, (i) Atlantic Capital merged with and into SouthState, with SouthState continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, Atlantic Capital Bank, N.A., a national banking association and wholly-owned subsidiary of Atlantic Capital (“Atlantic Capital Bank”), merged with and into SouthState Bank, National Association, a national banking association and wholly owned bank subsidiary of SouthState (“SouthState Bank”), with SouthState Bank continuing as the surviving bank (the “Bank Merger”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, no par value, of Atlantic Capital (“Atlantic Capital Common Stock”) issued and outstanding immediately prior to the Effective Time, other than certain shares held by Atlantic Capital or SouthState, was converted into the right to receive 0.3600 shares (the “Exchange Ratio”) of common stock, par value $2.50, of SouthState (“SouthState Common Stock”). Each holder of Atlantic Capital Common Stock converted pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of SouthState Common Stock (after taking into account all shares held by such holder) will instead receive cash (without interest) in lieu of such fractional share in accordance with the terms of the Merger Agreement.
At the Effective Time, each outstanding option to purchase shares of Atlantic Capital Common Stock (an “Atlantic Capital Option”), whether vested or unvested, was converted into an option to purchase shares of SouthState Common Stock (a “SouthState Option”), with the number of shares underlying such SouthState Option and the applicable exercise price adjusted based on the Exchange Ratio. At the Effective Time, each outstanding restricted stock award in respect of shares of Atlantic Capital Common Stock (an “Atlantic Capital Restricted Share”) was converted into a restricted stock award in respect of shares of SouthState Common Stock (a “SouthState Restricted Share”), with the number of South State Restricted Shares adjusted based on the Exchange Ratio. At the Effective Time, each outstanding performance award in respect of shares of Atlantic Capital Common Stock (a “Atlantic Capital Performance Share Award”) was converted into a time-vesting restricted stock unit award in respect of shares of SouthState Common Stock (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 as of immediately prior to the Effective Time and adjusted based on the Exchange Ratio. Following the Effective Time, SouthState Options, SouthState Restricted Shares and SouthState Stock-Based RSUs remain subject to the same terms and conditions as were applicable to the corresponding Atlantic Capital Options, Atlantic Capital Restricted Shares and Atlantic Capital Performance Share Awards immediately prior to the Effective Time, except that each SouthState Stock-Based RSU that was an Atlantic Capital Performance Share Award will be subject only to time-vesting.
The foregoing description of the Merger, the Bank Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.
The total aggregate consideration payable in the Merger was approximately 7.4 million shares of SouthState Common Stock. The Registration Statement on Form S-4 (File No. 333-259561) filed by Atlantic Capital with the Commission on September 15, 2021, as amended by Amendment No. 1 filed on October 14, 2021, which became effective on October 15, 2021 (the “Proxy Statement/Prospectus”) contains additional information about the Merger Agreement and the transactions contemplated thereby.
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Item 1.01 | | | Entry into a Material Definitive Agreement. |
The information set forth in Item 2.03 with respect to the ACB Indebtedness (as defined in Item 2.03) is incorporated herein by reference.
Item 2.01 | | | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introduction is incorporated herein by reference.
Item 2.03 | | | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
In connection with the Merger, on the Closing Date, the Company assumed Atlantic Capital’s obligations as required by the Indenture dated as of August 20, 2020 between Atlantic Capital and U.S. Bank Trust Company, National Association (the successor in interest to U.S. Bank National Association), as trustee, pursuant to which Atlantic Capital entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and accredited investors and issued $75 million in aggregate principal amount of its 5.50% Fixed to Floating Rate Subordinated Notes due 2030 (the “ACB Indebtedness”). The supplemental indenture pursuant to which the Company assumed the ACB Indebtedness has not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. The Company agrees to furnish a copy of such indentures to the Commission upon request.
The foregoing description of SouthState’s assumption of the ACB Indebtedness is qualified in its entirety by reference to the full text of the Indenture, form of note, form of Subordinated Purchase Agreement and form of Registration Rights Agreement, copies of which are filed hereto as Exhibits 4.1, 4.2, 10.1 and 10.2 and incorporated herein by reference.
Item 5.02 | | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Board of Directors
In accordance with the terms of the Merger Agreement and the Bylaws Amendment (as defined under Item 5.03 below), the size of the board of directors of the Company (the “Board”) as of the Effective Time was increased to consist of a total of 19 directors, including two (2) directors that served on Atlantic Capital’s board immediately prior to the Merger (the “New Directors”). 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.
Other than the Merger Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. Non-employee members of the Board will be compensated for such service in accordance with SouthState’s non-employee director compensation policies. Biographies of the New Directors can be found in the definitive proxy statement (File No. 001-37615) filed by Atlantic Capital in connection with its 2021 annual meeting of shareholders on April 9, 2021.
Officers
The Merger Agreement also provides, among other things, that effective as of the Effective Time, Douglas L. Williams, the current President and Chief Executive Officer of Atlantic Capital, will serve as the President of the Atlanta Banking Group and Head of Corporate Banking for SouthState Bank and a member of the Executive Management Committee of SouthState Bank. In addition, Kurt Shreiner, the President of the Corporate Financial Services Division of Atlantic Capital, will serve in the same position at SouthState Bank, and Rich Oglesby, the President of the Atlanta Division of Atlantic Capital, will serve in the same position at SouthState Bank. There are no family relationships between Messrs. Williams, Oglesby and Shreiner and any of the Company’s directors or executive officers. The Company has not entered
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into any transactions with the foregoing individuals that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Employment Agreements
As previously described in the Proxy Statement/Prospectus, each of Messrs. Williams, Oglesby and Shreiner has entered into an employment agreement with SouthState setting forth the terms of his or her employment with SouthState following the Effective Time (collectively, the “Employment Agreements”). For a description of the Employment Agreements and additional information about the arrangements and transactions with respect to SouthState’s named executive officers in connection with the Merger, see the section in the Proxy Statement/Prospectus entitled “The Merger—Interests of Atlantic Capitals’s Directors and Executive Officers in the Merger.” Such description is incorporated herein by reference.
Item 5.03 | | | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As previously discussed, the Company amended its Amended and Restated Bylaws (such amendment, the “Bylaws Amendment” and the Company’s bylaws, as amended by the Bylaws Amendment, the “Amended and Restated Bylaws”) to, among other things, increase the size of the Company Board from sixteen directors to nineteen directors. The Bylaws Amendment provides that the Company Board shall be comprised of (i) eight Legacy South State Directors (as defined in the Amended and Restated Bylaws), (ii) eight Legacy CenterState Directors (as defined in the Amended and Restated Bylaws) and (iii) three directors who are neither Legacy South State Directors nor Legacy CenterState Directors (each such director, a “Non-Legacy Director”).
In addition, the Bylaws Amendment allows for the appointment of Non-Legacy Directors to the committees of the Company Board, as long as there remains an equal number of Legacy South State Directors and Legacy CenterState directors on such committees.
The foregoing summary of the Bylaws Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 | | | Financial Statements and Exhibits. |
The Company’s acquisition of Atlantic Capital does not constitute a business acquisition at the significance level that would require the filing of financial statements as contemplated by Rule 3.05 of Regulation S-X.
The Company’s acquisition of Atlantic Capital does not constitute a business acquisition at the significance level that would require the filing of pro forma financial statements as contemplated by Rule 3.05 of Regulation S-X.
| (d) | Exhibits. |
In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from the SEC’s web site at www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 under our SEC file number (001-12669).
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Exhibit No. | Description of Exhibit | | Incorporated by Reference | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Form | | Commission File No. | | Exhibit | | Filing Date | | Filed Herewith | ||
| | | | | | | | | | | | |
2.1 | | | 8-K | | 001-12669 | | 2.1 | | 7/26/2021 | | | |
| | | | | | | | | | | | |
3.1 | | Amended and Restated Bylaws of SouthState Corporation dated February 24, 2022 | | 8-K | | 001-12669 | | 3.1 | | 2/24/2022 | | |
| | | | | | | | | | | | |
4.1 | | | 8-K | | 001-37615 | | 4.1 | | 8/21/2020 | | | |
| | | | | | | | | | | | |
4.2 | | Form of 5.50% Fixed-to-Floating Subordinated Note due 2030 of Atlantic Capital Bancshares, Inc. | | 8-K | | 001-37615 | | 4.2 | | 8/21/2020 | | |
| | | | | | | | | | | | |
10.1 | | | 8-K | | 001-37615 | | 10.1 | | 8/21/2020 | | | |
| | | | | | | | | | | | |
10.2 | | | 8-K | | 001-37615 | | 10.2 | | 8/21/2020 | | | |
| | | | | | | | | | | | |
10.3 | | Employment Agreement dated July 22, 2021, by and among SouthState Bank, N.A. and Douglas L. Williams | | | | | | X | ||||
| | | | | | | | | | | | |
10.4 | | | | | | | | | | | X | |
| | | | | | | | | | | | |
10.5 | | Employment Agreement dated July 22, 2021, by and among SouthState Bank, N.A. and Kurt A. Shreiner | | | | | | | | | | X |
| | | | | | | | | | | | |
99.1 | | | | | | | | | | | X | |
| | | | | | | | | | | | |
104 | | Cover Page Interactive Data File (formatted as inline XBRL document) | | | | | | | | | | X |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
*Schedules and similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the Commission;
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provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
Cautionary Statement Regarding Forward Looking Statements
Information in this report, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of SouthState and Atlantic Capital, including future financial and operating results (including the anticipated impact of the transaction on SouthState’s and Atlantic Capital’s respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “scheduled,” “plans,” “intends,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of SouthState or Atlantic Capital to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than anticipated to be realized, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses, (5) the amount of the costs, fees, expenses and charges related to the merger, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the merger, (7) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (8) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (9) the dilution caused by SouthState’s issuance of additional shares of its common stock in the merger, (10) a material adverse change in the financial condition of SouthState or Atlantic Capital, (11) general competitive, economic, political and market conditions, (12) 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, the related disruption to local, regional and global economic activity and financial markets, and the impact that any of the foregoing may have on SouthState or Atlantic Capital and its customers and other constituencies, and (13) other factors that may affect future results of SouthState and Atlantic Capital including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of SouthState and Atlantic Capital can be found in the registration statement on Form S-4, as amended, as well as SouthState’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and Atlantic Capital’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. SouthState and Atlantic Capital disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTHSTATE CORPORATION | ||
| (Registrant) | |
| | |
| By: | /s/ John C. corbett |
Dated: March 1, 2022
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Exhibit 10.3
Execution Version
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 22nd day of July 2021 but shall be effective upon the Effective Time (as defined in the Merger Agreement (as defined below)), by and between South State Bank, National Association (the “Bank”), and Douglas L. Williams (the “Executive”).
WHEREAS, the Executive is presently serving as the President and Chief Executive Officer of Atlantic Capital Bancshares, Inc. and Atlantic Capital Bank, N.A. (the “Target”);
WHEREAS, South State Corporation (“Company”) has entered into an Agreement and Plan of Merger, dated July 22, 2021 (“Merger Agreement”) with Target, pursuant to which Target will merge with and into the Company, subject to the terms and conditions of the Merger Agreement (the “Merger”);
WHEREAS, the Executive and the Bank desire for the Executive to serve as the President of the Atlanta Banking Group and Head of Corporate Banking for the Bank following the Effective Time upon the closing of the Merger, pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, the execution and delivery of this Agreement is a condition to the willingness of Company to enter into the Merger Agreement;
WHEREAS, except as expressly set forth in Section 2.3(d), this Agreement is intended to supersede in its entirety that certain Executive Severance and Change in Control Plan of Target (the “Target CIC Plan”) and the Executive’s Participation Agreement thereunder (the “Participation Agreement”, and, together with the Target CIC Plan, the “Prior Agreement”), which Prior Agreement shall terminate and be of no further force and effect as of the Effective Time of the Merger (other than with respect to the provisions set forth in Section 2.3(d)); and
WHEREAS, in the event the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force or effect, and the Prior Agreement shall remain in effect in accordance with its terms.
NOW THEREFORE, in consideration of the promises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 EMPLOYMENT
Bank. The Executive shall have such duties and responsibilities as are consistent with the Executive’s position for a bank of similar size and complexity as the Bank. The Executive shall exclusively devote full working time, energy, and attention to the business of the Bank and to the promotion of each entity’s interests throughout the Term. The Executive shall serve the Company and the Bank faithfully, diligently, competently, and to the best of the Executive’s ability. During the Term, without the prior written consent of the Company or the Bank, the Executive shall not render services to or for any person, firm, bank, or other entity or organization in exchange for compensation, regardless of the form in which the compensation is paid and regardless of whether it is paid directly or indirectly to the Executive. Nothing in this Section 1.1 shall prevent the Executive from managing his or her personal investments and affairs, or engaging in community and charitable activities, provided that doing so does not materially interfere with the proper performance of the Executive’s duties and responsibilities under this Agreement.
ARTICLE 2 COMPENSATION
| 2.2 | Incentive Compensation. |
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4.4 of this Agreement. The Pay to Lead Award shall be granted pursuant to the Company’s equity incentive plan and shall be subject to the terms and conditions (including with respect to vesting and settlement) of the award agreement evidencing such grant, which terms shall not be inconsistent with the terms of this Agreement.
| 2.3 | Benefit Plans and Perquisites. |
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ARTICLE 3 EMPLOYMENT TERMINATION
| 3.1 | Termination Because of Death or Disability. |
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| (a) | A reduction in the Executive’s Base Salary; |
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| (b) | A material diminution in the Executive’s authority, duties, or responsibilities; |
The Executive must give notice to the Bank of the existence of one or more of the conditions described in clauses (a) through (d) above within 30 days after the initial existence of the condition, the Bank shall have 30 days thereafter to remedy the condition and the Executive resigns from his or her employment effective no later than 180 days after the initial existence of such grounds.
ARTICLE 4 SEVERANCE COMPENSATION
(b) In consideration for his continued employment hereunder and the additional payments and benefits described in this Section 4.1(b) and otherwise under this Agreement, the Executive hereby waives his right to terminate his employment with Good Reason solely in connection with the closing of the Merger and his right to any severance or other payments or benefits (other than the life insurance benefits described in Section 2.3(d)). In consideration for such waiver, and subject to the second to last sentence of this Section 4.1(b), the Bank shall allocate the Executive an amount equal to $2,556,000.00 under the South State Deferred Income Plan, as amended and
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restated as of August 24, 2020 (the “Deferred Compensation Payment”), which amount shall not be subject to any vesting, forfeiture or additional conditions (other than with respect to a termination for Cause as described in this Section 4.1(b)). The Deferred Compensation Payment shall be payable upon the same payment schedule as applied to the Severance Payment (as defined in the Target CIC Plan) under the Target CIC Plan. Notwithstanding the foregoing, to the extent that the Executive’s employment with the Bank is terminated by the Bank for Cause within 12 months after the Effective Date, then the Deferred Compensation Payment shall be forfeited in its entirety. For the avoidance of doubt, payment of the Deferred Compensation Payment will be in addition to, and not in lieu of, any severance payable under Section 4.2 or 5.1, as applicable.
(x) the Executive’s Target Bonus and (y) the Executive’s annual cash bonus incentive compensation earned by the Executive as of the last calendar year end of employment (as calculated annually based on goals and target defined in the plan or arrangement under which such bonus or incentive compensation is awarded) that remains paid, without the discount for the time value (the “Severance Payment”). The portion of the Severance Payment that is attributable to the Executive’s (i) Base Salary shall be paid in accordance with the Bank’s customary payroll practices for the 12-month period following the date of termination and (ii) annual cash bonus incentive shall be paid within thirty (30) days after the Executive’s employment terminates with the Bank (or if the Executive and the Bank have not entered into a release as described in Section
4.4 below in the initial thirty (30) day period, up to sixty (60) days after the Executive’s employment terminates). The Severance Payment shall not be reduced to account for the time value of money or discounted to present value. The Bank and the Executive acknowledge and agree that the compensation and benefits under this Section 4.2 shall not be payable if, on the date of termination, compensation and benefits are payable or shall have been paid to the Executive under Article 5 of this Agreement. In addition, if Executive’s employment is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, any Atlantic Capital Equity Awards (as defined in Section 1.7(e) of the Merger Agreement) that converted into Company equity awards pursuant to Section 1.7 of the Merger Agreement will become fully vested, earned and payable.
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This Section 4.3(a) shall not be interpreted to limit any benefits to which the Executive or the Executive’s dependents or beneficiaries may be entitled under any of the Bank’s employee benefit plans, agreements, programs, or practices after the Executive’s employment terminates, including, without any limitation, any retiree medical benefits.
(b) If (i) under the terms of the applicable policy or policies for the insurance benefits specified in Section 4.3(a), it is not possible to continue the Executive’s coverage, or (ii) when employment termination occurs, (A) the Executive is a specified employee within the meaning of Section 409A of the IRC, (B) if any of the continued insurance benefits specified in Section 4.3(a) would be considered deferred compensation under Section 409A, and (C) if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under Section 4.3(a), the Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the Term or the number of months until the Executive attains age 65. The lump- sum payment shall be made within 60 days after employment termination (subject to Section 8.11 below).
ARTICLE 5 CHANGE IN CONTROL
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reduced to account for the time value of money or discounted to present value. If the Executive receives a Change in Control Payment under this Section 5.1, the Executive shall not be entitled to any additional severance benefits under Section 4.2 of this Agreement after employment termination. The Executive shall be entitled to benefits under this Section 5.1 on no more than one occasion during the term of this Agreement.
ARTICLE 6 CONFIDENTIALITY AND CREATIVE WORK
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confidential and proprietary information and trade secrets in existence on the date hereof or existing at any time during the Term, including but not limited to –
| (d) | trade secrets, as defined from time to time by the laws of the State of Florida. |
The Executive understands that the above list is not exhaustive, and that Confidential Information includes any information that is marked or otherwise identified as confidential or proprietary or that would appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The Executive further understands that Confidential Information developed by the Executive in the course of the Executive’s employment by the Bank and its affiliates shall be owned by the Bank and subject to the confidentiality restrictions of this Agreement. Notwithstanding the foregoing, Confidential Information shall exclude information that, as of the date hereof or at any time after the date hereof, is published or disseminated without obligation of confidence or that becomes a part of the public domain (i) by or through action of the Bank, or (ii) otherwise than by or at the direction of the Executive. Further, nothing in this Agreement shall prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive’s authority.
| 6.2 | Employee Protections. |
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(C) does not disclose the trade secret, except pursuant to court order.
(b) results from any work performed by the Executive for the Bank or any of its affiliates. However, to enable the Bank to determine the rights of the Bank and the Executive in any creative work and work product developed by the Executive that the Executive considers non-assignable under this Section 6.4, including but not limited to inventions, patents, trademarks, and copyrights, the Executive shall during the Term timely report to the Bank all such creative work and work product.
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ARTICLE 7
RESTRICTIONS APPLICABLE DURING AND AFTER EMPLOYMENT TERMINATION
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(ii) as offered by the Bank or any of its affiliates to any of their Customers during the Restricted Period. Subject to the above provisions and conditions of this subparagraph (b), the Executive also promises that, during the Restricted Period, the Executive shall not become employed by or serve as a director, partner, organizer, consultant, agent, or owner of 5% or more of the outstanding stock of or contractor to any entity providing or proposing to provide Financial Products or Services that is located in or conducts business in the Restricted Territory.
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| (f) | Definitions: |
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affiliates on the date of the Executive’s employment termination, including but not limited to banking activities and activities that are closely related and a proper incident to banking, or other products or services of the type of which the Executive was involved during the Executive’s employment with the Bank.
ARTICLE 8 MISCELLANEOUS
| 8.1 | Successors and Assigns. |
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affiliates and supersedes all prior employment, change in control or similar agreements, understandings and arrangements, oral or written, between the Executive and any of the Company, the Bank, Target and each of their respective affiliates with respect to the subject matter hereof, including but not limited to the Prior Agreement. Articles 6 and 7 are in addition to, and not in lieu of, any other representations, warranties, covenants or agreements that Participant may be bound by or subject to by contract with the Company or the Bank or their respective affiliates or by applicable law or regulation, with respect to confidentiality, nonsolicitation or noncompetition.
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(iv) equity-based payments that may be valued under 24(c); and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the IRC and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the determination. Any reduction made pursuant to this Section 8.10 shall be made in a manner determined by the Bank to comply with Section 409A of the IRC. Without limiting the generality of the foregoing, the Bank and the Executive shall cooperate in good faith in valuing services to be provided by the Executive (including, without limitation, Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant), on or after the change in ownership or control. The Bank shall bear the fees of any independent consulting and/or accounting firms retained pursuant to this Section 8.10.
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[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
| | | South State Bank, National |
Executive | | | Association |
| | | |
| | | |
 | | By: | |
Douglas L. William | | Title: | |
[Signature Page to Employment Agreement]
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Execution Version
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
| | South State Bank, National |
Executive | | Association |
| | |
| | |
| |  By: |
| | |
| | |
Douglas L. William | | |
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Exhibit 10.4
Execution Version
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 22nd day of July 2021 but shall be effective upon the Effective Time (as defined in the Merger Agreement (as defined below)), by and between South State Bank, National Association (the “Bank”), and Richard A. Oglesby, Jr. (the “Executive”).
WHEREAS, the Executive is presently serving as the President, Atlanta Division of Atlantic Capital Bancshares, Inc. and Atlantic Capital Bank, N.A. (the “Target”);
WHEREAS, South State Corporation (“Company”) has entered into an Agreement and Plan of Merger, dated July 22, 2021 (“Merger Agreement”) with Target, pursuant to which Target will merge with and into the Company, subject to the terms and conditions of the Merger Agreement (the “Merger”);
WHEREAS, the Executive and the Bank desire for the Executive to serve as the President, Atlanta Division for the Bank following the Effective Time upon the closing of the Merger, pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, the execution and delivery of this Agreement is a condition to the willingness of Company to enter into the Merger Agreement;
WHEREAS, except as expressly set forth in Section 2.3(d), this Agreement is intended to supersede in its entirety that certain Executive Severance and Change in Control Plan of Target (the “Target CIC Plan”) and the Executive’s Participation Agreement thereunder (the “Participation Agreement”, and, together with the Target CIC Plan, the “Prior Agreement”), which Prior Agreement shall terminate and be of no further force and effect as of the Effective Time of the Merger (other than with respect to the provisions set forth in Section 2.3(d)); and
WHEREAS, in the event the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force or effect, and the Prior Agreement shall remain in effect in accordance with its terms.
NOW THEREFORE, in consideration of the promises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 EMPLOYMENT
ARTICLE 2 COMPENSATION
| 2.2 | Incentive Compensation. |
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4.4 of this Agreement. The Pay to Lead Award shall be granted pursuant to the Company’s equity incentive plan and shall be subject to the terms and conditions (including with respect to vesting and settlement) of the award agreement evidencing such grant, which terms shall not be inconsistent with the terms of this Agreement.
| 2.3 | Benefit Plans and Perquisites. |
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ARTICLE 3 EMPLOYMENT TERMINATION
| 3.1 | Termination Because of Death or Disability. |
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The Executive must give notice to the Bank of the existence of one or more of the conditions described in clauses (a) through (d) above within 30 days after the initial existence of the condition, the Bank shall have 30 days thereafter to remedy the condition and the Executive resigns from his or her employment effective no later than 180 days after the initial existence of such grounds.
ARTICLE 4 SEVERANCE COMPENSATION
(b) In consideration for his continued employment hereunder and the additional payments
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and benefits described in this Section 4.1(b) and otherwise under this Agreement, the Executive hereby waives his right to terminate his employment with Good Reason solely in connection with the closing of the Merger and his right to any severance or other payments or benefits (other than the life insurance benefits described in Section 2.3(d)). In consideration for such waiver, and subject to the second to last sentence of this Section 4.1(b), the Bank shall allocate the Executive an amount equal to $1,277,500.00 under the South State Deferred Income Plan, as amended and restated as of August 24, 2020 (the “Deferred Compensation Payment”), which amount shall not be subject to any vesting, forfeiture or additional conditions (other than with respect to a termination for Cause as described in this Section 4.1(b)). The Deferred Compensation Payment shall be payable upon the same payment schedule as applied to the Severance Payment (as defined in the Target CIC Plan) under the Target CIC Plan. Notwithstanding the foregoing, to the extent that the Executive’s employment with the Bank is terminated by the Bank for Cause within 12 months after the Effective Date, then the Deferred Compensation Payment shall be forfeited in its entirety. For the avoidance of doubt, payment of the Deferred Compensation Payment will be in addition to, and not in lieu of, any severance payable under Section 4.2.
(x) the Executive’s Target Bonus and (y) the Executive’s annual cash bonus incentive compensation earned by the Executive as of the last calendar year end of employment (as calculated annually based on goals and target defined in the plan or arrangement under which such bonus or incentive compensation is awarded) that remains paid, without the discount for the time value (the “Severance Payment”). The portion of the Severance Payment that is attributable to the Executive’s (i) Base Salary shall be paid in accordance with the Bank’s customary payroll practices for the 12-month period following the date of termination and (ii) annual cash bonus incentive shall be paid within thirty (30) days after the Executive’s employment terminates with the Bank (or if the Executive and the Bank have not entered into a release as described in Section
4.4 below in the initial thirty (30) day period, up to sixty (60) days after the Executive’s employment terminates). The Severance Payment shall not be reduced to account for the time value of money or discounted to present value. In addition, if Executive’s employment is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, any Atlantic Capital Equity Awards (as defined in Section 1.7(e) of the Merger Agreement) that converted into Company equity awards pursuant to Section 1.7 of the Merger Agreement will become fully vested, earned and payable.
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(b) If (i) under the terms of the applicable policy or policies for the insurance benefits specified in Section 4.3(a), it is not possible to continue the Executive’s coverage, or (ii) when employment termination occurs, (A) the Executive is a specified employee within the meaning of Section 409A of the IRC, (B) if any of the continued insurance benefits specified in Section 4.3(a) would be considered deferred compensation under Section 409A, and (C) if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under Section 4.3(a), the Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the Term or the number of months until the Executive attains age 65. The lump- sum payment shall be made within 60 days after employment termination (subject to Section 8.11 below).
4.4 and shall be effective regardless of whether the Executive enters into the release.
ARTICLE 5 CONFIDENTIALITY AND CREATIVE WORK
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| (d) | trade secrets, as defined from time to time by the laws of the State of Florida. |
The Executive understands that the above list is not exhaustive, and that Confidential Information includes any information that is marked or otherwise identified as confidential or proprietary or that would appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The Executive further understands that Confidential Information developed by the Executive in the course of the Executive’s employment by the Bank and its affiliates shall be owned by the Bank and subject to the confidentiality restrictions of this Agreement. Notwithstanding the foregoing, Confidential Information shall exclude information that, as of the date hereof or at any time after the date hereof, is published or disseminated without obligation of confidence or that becomes a part of the public domain (i) by or through action of the Bank, or (ii) otherwise than by or at the direction of the Executive. Further, nothing in this Agreement shall prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive’s authority.
| 5.2 | Employee Protections. |
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(C) does not disclose the trade secret, except pursuant to court order.
(b) results from any work performed by the Executive for the Bank or any of its affiliates. However, to enable the Bank to determine the rights of the Bank and the Executive in any creative work and work product developed by the Executive that the Executive considers non-assignable under this Section 5.4, including but not limited to inventions, patents, trademarks, and
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copyrights, the Executive shall during the Term timely report to the Bank all such creative work and work product.
5.5Injunctive Relief. The Executive hereby acknowledges that the enforcement of this Article 5 is necessary to ensure the preservation, protection, and continuity of the business, trade secrets, and goodwill of the Bank, and that the restrictions set forth in this Article 5 are reasonable in terms of time, scope, territory, and in all other respects. The Executive acknowledges that it is impossible to measure in money the damages that will accrue to the Bank if the Executive fails to observe the obligations imposed by this Article 5. Accordingly, if the Bank institutes an action to enforce the provisions hereof, the Executive hereby waives the claim or defense that an adequate remedy at law is available to the Bank and the Executive agrees not to urge in any such action the claim or defense that an adequate remedy at law exists. If there is a breach or threatened breach by the Executive of the provisions of this Article 5, the Bank shall be entitled to an injunction without bond to restrain the breach or threatened breach, and the prevailing party in any the proceeding shall be entitled to reimbursement for all costs and expenses, including reasonable attorneys’ fees. The existence of any claim or cause of action by the Executive against the Bank shall not constitute and shall not be asserted as a defense by the Executive to enforcement of Article 5.
ARTICLE 6
RESTRICTIONS APPLICABLE DURING AND AFTER EMPLOYMENT TERMINATION
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(ii) as offered by the Bank or any of its affiliates to any of their Customers during the Restricted Period. Subject to the above provisions and conditions of this subparagraph (b), the Executive also promises that, during the Restricted Period, the Executive shall not become employed by or serve as a director, partner, organizer, consultant, agent, or owner of 5% or more of the outstanding stock of or contractor to any entity providing or proposing to provide Financial Products or Services that is located in or conducts business in the Restricted Territory.
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| (f) | Definitions: |
| 2. | “Restricted Territory” means the State of Georgia. |
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ARTICLE 7
MISCELLANEOUS
| 7.1 | Successors and Assigns. |
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(iv) equity-based payments that may be valued under 24(c); and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the IRC and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the determination. Any reduction made pursuant to this Section 7.10 shall be made in a manner determined by the Bank to comply with Section 409A of the IRC. Without limiting the generality of the foregoing, the Bank and the Executive shall cooperate in good faith in valuing services to be provided by the Executive (including, without limitation, Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant), on or after the change in ownership or control. The Bank shall bear the fees of any independent consulting and/or accounting firms retained pursuant to this Section 7.10.
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[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
| | | South State Bank, National |
Executive | | | Association |
| | | |
| | | |
 | | By: | |
Richard A. Oglesby, Jr. | | Title: | |
[Signature Page to Employment Agreement]
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Execution Version
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
| | South State Bank, National | |
Executive | | Association | |
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| | | |
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Richard A. Oglesby, Jr. | |||
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Exhibit 10.5
Execution Version
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 22nd day of July 2021 but shall be effective upon the Effective Time (as defined in the Merger Agreement (as defined below)), by and between South State Bank, National Association (the “Bank”), and Kurt Shreiner (the “Executive”).
WHEREAS, the Executive is presently serving as the President, Corporate Financial Services Division of Atlantic Capital Bancshares, Inc. and Atlantic Capital Bank, N.A. (the “Target”);
WHEREAS, South State Corporation (“Company”) has entered into an Agreement and Plan of Merger, dated July 22, 2021 (“Merger Agreement”) with Target, pursuant to which Target will merge with and into the Company, subject to the terms and conditions of the Merger Agreement (the “Merger”);
WHEREAS, the Executive and the Bank desire for the Executive to serve as the President of Corporate Financial Services Division for the Bank following the Effective Time upon the closing of the Merger, pursuant to the terms and conditions of the Merger Agreement;
WHEREAS, the execution and delivery of this Agreement is a condition to the willingness of Company to enter into the Merger Agreement;
WHEREAS, except as expressly set forth in Section 2.3(d), this Agreement is intended to supersede in its entirety that certain Executive Severance and Change in Control Plan of Target (the “Target CIC Plan”) and the Executive’s Participation Agreement thereunder (the “Participation Agreement”, and, together with the Target CIC Plan, the “Prior Agreement”), which Prior Agreement shall terminate and be of no further force and effect as of the Effective Time of the Merger (other than with respect to the provisions set forth in Section 2.3(d)); and
WHEREAS, in the event the Effective Time does not occur, this Agreement shall be null and void ab initio and of no further force or effect, and the Prior Agreement shall remain in effect in accordance with its terms.
NOW THEREFORE, in consideration of the promises, the mutual covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 EMPLOYMENT
ARTICLE 2 COMPENSATION
| 2.2 | Incentive Compensation. |
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4.4 of this Agreement. The Pay to Lead Award shall be granted pursuant to the Company’s equity incentive plan and shall be subject to the terms and conditions (including with respect to vesting and settlement) of the award agreement evidencing such grant, which terms shall not be inconsistent with the terms of this Agreement.
| 2.3 | Benefit Plans and Perquisites. |
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ARTICLE 3 EMPLOYMENT TERMINATION
| 3.1 | Termination Because of Death or Disability. |
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| (a) | A reduction in the Executive’s Base Salary; |
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The Executive must give notice to the Bank of the existence of one or more of the conditions described in clauses (a) through (d) above within 30 days after the initial existence of the condition, the Bank shall have 30 days thereafter to remedy the condition and the Executive resigns from his or her employment effective no later than 180 days after the initial existence of such grounds.
ARTICLE 4 SEVERANCE COMPENSATION
(b) In consideration for his continued employment hereunder and the additional payments and benefits described in this Section 4.1(b) and otherwise under this Agreement, the Executive hereby waives his right to terminate his employment with Good Reason solely in connection with the closing of the Merger and his right to any severance or other payments or benefits (other than the life insurance benefits described in Section 2.3(d)). In consideration for such waiver, and subject to the second to last sentence of this Section 4.1(b), the Bank shall allocate the Executive an amount equal to $1,277,500.00 under the South State Deferred Income Plan, as amended and
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restated as of August 24, 2020 (the “Deferred Compensation Payment”), which amount shall not be subject to any vesting, forfeiture or additional conditions (other than with respect to a termination for Cause as described in this Section 4.1(b)). The Deferred Compensation Payment shall be payable upon the same payment schedule as applied to the Severance Payment (as defined in the Target CIC Plan) under the Target CIC Plan. Notwithstanding the foregoing, to the extent that the Executive’s employment with the Bank is terminated by the Bank for Cause within 12 months after the Effective Date, then the Deferred Compensation Payment shall be forfeited in its entirety. For the avoidance of doubt, payment of the Deferred Compensation Payment will be in addition to, and not in lieu of, any severance payable under Section 4.2.
(x) the Executive’s Target Bonus and (y) the Executive’s annual cash bonus incentive compensation earned by the Executive as of the last calendar year end of employment (as calculated annually based on goals and target defined in the plan or arrangement under which such bonus or incentive compensation is awarded) that remains paid, without the discount for the time value (the “Severance Payment”). The portion of the Severance Payment that is attributable to the Executive’s (i) Base Salary shall be paid in accordance with the Bank’s customary payroll practices for the 12-month period following the date of termination and (ii) annual cash bonus incentive shall be paid within thirty (30) days after the Executive’s employment terminates with the Bank (or if the Executive and the Bank have not entered into a release as described in Section
4.4 below in the initial thirty (30) day period, up to sixty (60) days after the Executive’s employment terminates). The Severance Payment shall not be reduced to account for the time value of money or discounted to present value. In addition, if Executive’s employment is terminated by the Bank without Cause or by the Executive voluntarily but with Good Reason, any Atlantic Capital Equity Awards (as defined in Section 1.7(e) of the Merger Agreement) that converted into Company equity awards pursuant to Section 1.7 of the Merger Agreement will become fully vested, earned and payable.
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(b) If (i) under the terms of the applicable policy or policies for the insurance benefits specified in Section 4.3(a), it is not possible to continue the Executive’s coverage, or (ii) when employment termination occurs, (A) the Executive is a specified employee within the meaning of Section 409A of the IRC, (B) if any of the continued insurance benefits specified in Section 4.3(a) would be considered deferred compensation under Section 409A, and (C) if an exemption from the six-month delay requirement of Section 409A(a)(2)(B)(i) is not available for that particular insurance benefit, instead of continued insurance coverage under Section 4.3(a), the Bank shall pay to the Executive in a single lump sum an amount in cash equal to the present value of the Bank’s projected cost to maintain that particular insurance benefit had the Executive’s employment not terminated, assuming continued coverage for the lesser of the number of months remaining in the Term or the number of months until the Executive attains age 65. The lump- sum payment shall be made within 60 days after employment termination (subject to Section 8.11 below).
4.4 and shall be effective regardless of whether the Executive enters into the release.
ARTICLE 5 CONFIDENTIALITY AND CREATIVE WORK
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| (d) | trade secrets, as defined from time to time by the laws of the State of Florida. |
The Executive understands that the above list is not exhaustive, and that Confidential Information includes any information that is marked or otherwise identified as confidential or proprietary or that would appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used. The Executive further understands that Confidential Information developed by the Executive in the course of the Executive’s employment by the Bank and its affiliates shall be owned by the Bank and subject to the confidentiality restrictions of this Agreement. Notwithstanding the foregoing, Confidential Information shall exclude information that, as of the date hereof or at any time after the date hereof, is published or disseminated without obligation of confidence or that becomes a part of the public domain (i) by or through action of the Bank, or (ii) otherwise than by or at the direction of the Executive. Further, nothing in this Agreement shall prohibit disclosure required by an order of a court having jurisdiction or a subpoena from an appropriate governmental agency or disclosure made by the Executive in the ordinary course of business and within the scope of the Executive’s authority.
| 5.2 | Employee Protections. |
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(C) does not disclose the trade secret, except pursuant to court order.
(b) results from any work performed by the Executive for the Bank or any of its affiliates. However, to enable the Bank to determine the rights of the Bank and the Executive in any creative work and work product developed by the Executive that the Executive considers non-assignable under this Section 5.4, including but not limited to inventions, patents, trademarks, and copyrights, the Executive shall during the Term timely report to the Bank all such creative work and work product.
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ARTICLE 6
RESTRICTIONS APPLICABLE DURING AND AFTER EMPLOYMENT TERMINATION
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(ii) as offered by the Bank or any of its affiliates to any of their Customers during the Restricted Period. Subject to the above provisions and conditions of this subparagraph (b), the Executive also promises that, during the Restricted Period, the Executive shall not become employed by or serve as a director, partner, organizer, consultant, agent, or owner of 5% or more of the outstanding stock of or contractor to any entity providing or proposing to provide Financial Products or Services that is located in or conducts business in the Restricted Territory.
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| (f) | Definitions: |
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ARTICLE 7 MISCELLANEOUS
| 7.1 | Successors and Assigns. |
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Participant may be bound by or subject to by contract with the Company or the Bank or their respective affiliates or by applicable law or regulation, with respect to confidentiality, nonsolicitation or noncompetition.
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or benefits received in connection with the termination of the Executive’s employment due to a change in Control or otherwise) under this Agreement or under any other arrangement or agreement or otherwise, shall constitute “parachute payments” under Section 280G of the IRC (the “280G Payments”), and would but for this section 7.10, be subject to the excise tax under Section 4999 of the IRC, then prior to making such 280G Payments, the parties agree to take all reasonable actions, including hiring appropriate independent consulting and/or accounting firms, and execute such documents as may be necessary and appropriate to minimize the payments or benefits characterized as, or constituting, “parachute payments” within the meaning of 280G of the IRC, provided, however, that to the extent that such actions result in the excise tax still being imposed, then a calculation shall be made comparing (a) the Net Benefit (as defined below) to the Executive of the 280G Payments after payment of the excise tax, to (b) the Net Benefit to the Executive if the 280G Payments are limited to the extent necessary to avoid the imposition of the excise tax to any portion of the payment. If the amount calculated under (a) is less than (b) then the payments will be reduced to the extent necessary to avoid the imposition of the excise tax to any portion of the 280G Payments. For purposes of this Section 7.10, the term “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign, employment and excise taxes. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c)”); (ii) equity-based payments that may not be valued under 24(c); (iii) cash payments that may be valued under 24(c);
(iv) equity-based payments that may be valued under 24(c); and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the IRC and next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the determination. Any reduction made pursuant to this Section 7.10 shall be made in a manner determined by the Bank to comply with Section 409A of the IRC. Without limiting the generality of the foregoing, the Bank and the Executive shall cooperate in good faith in valuing services to be provided by the Executive (including, without limitation, Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant), on or after the change in ownership or control. The Bank shall bear the fees of any independent consulting and/or accounting firms retained pursuant to this Section 7.10.
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[Signatures on following page]
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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
| | | South State Bank, National |
Executive | | | Association |
| | | |
| | | |
 | | By: | |
Kurt Shreiner | | Title: | |
[Signature Page to Employment Agreement]
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Execution Version
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first written above.
| | South State Bank, National | |
Executive | | Association | |
| | | |
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Kurt Shreiner | | ||
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Exhibit 99.1
SouthState Closes Merger with Atlantic Capital Bank  Expands Presence and Adds Board Members in Atlanta | For Immediate Release | |
| Media Contact | |
| Jackie Smith, 803.231.3486 | |
ATLANTA – March 1, 2022 – SouthState Corporation (NASDAQ: SSB) (“SouthState” or the “Company”) today announced the closing of its acquisition of Atlantic Capital Bancshares, Inc. (NASDAQ: ACBI) (“Atlantic Capital”) through the merger of Atlantic Capital with and into SouthState. Immediately after that merger, Atlantic Capital’s subsidiary bank, Atlantic Capital Bank, N.A. merged with and into SouthState Bank, N.A. (“SouthState Bank”). As a result of these transactions, the combined company has an expanded presence in the Atlanta market, with $5 billion in deposits and ranks 8th in market share (3rd among banks under $100 billion in assets).
“We are pleased to welcome the talented bankers and expanded corporate banking focus and expertise in payments and ‘banking as a service’ from Atlantic Capital,” said John C. Corbett, CEO of SouthState. “Atlanta is a strategically important market for us, and to assist with that growth and focus, we’re pleased to welcome Doug Williams and his team in Atlanta.”
“As a result of this merger, our combined companies now have the scale in Atlanta to effectively compete with the benefit of a larger balance sheet and enhanced capital markets capabilities. We look forward to building on Atlantic Capital’s success as we continue to provide our existing customers with the best solutions and service in banking,” said Douglas L. Williams, former Atlantic Capital CEO.
The Atlantic Capital executive leadership team will continue to serve the Atlantic Capital customers and the Atlanta community, most notably:
Douglas L. Williams, former Atlantic Capital CEO, now serves as president of Atlanta Banking Group & head of Corporate Banking.
Kurt A. Shreiner will continue as president of the Corporate Financial Services division and will continue to focus on the growth of the FinTech and Payments businesses.
Richard A. Oglesby Jr. will continue as president of the Atlanta division.
In connection with the merger, the Company announced the appointment of two Atlantic Capital directors to the boards of SouthState and SouthState Bank.
Shantella E. “Shan” Cooper is the former executive director of Atlanta Committee for Progress (January 2019 – February 2022) and has served on the Atlantic Capital board since 2019. Prior to her services with the Atlanta Committee for Progress, Ms. Cooper was the chief transformation officer for WestRock Company (2016-2018) and vice president and general manager of Lockheed Martin Aeronautics Company (2011-2016). Ms. Cooper also serves as a director to Veritiv Corporation, Intercontinental Exchange, Inc., and Georgia Power Company.
Douglas J. Hertz, president & CEO United Distributors, has served on the Atlantic Capital board since 2011. A native of Atlanta since 1984, Hertz has grown United Distributors, a privately held beverage distribution business,
to one of the top 25 private companies in Atlanta. He began his career with KPMG, LLP. He currently sits on the board of directors of Georgia Power Company, the Georgia Ports Authority, and a number of not-for-profit institutions.
In addition to Ms. Cooper and Mr. Hertz, the Company has appointed Ronald M. Cofield to the SouthState board and the SouthState Bank board, effective February 24, 2022. Mr. Cofield recently retired from PricewaterhouseCoopers, LLP, where he spent 38 years, including as managing partner of PwC’s Orlando and Birmingham offices, Carolina’s practice, and the Atlanta Assurance practice. He currently works with the Tech Transformation Academy at City of Refuge, a not-for-profit organization located in one of Atlanta’s most economically challenged neighborhoods.
SouthState Corporation (NASDAQ: SSB) is a financial services company headquartered in Winter Haven, Florida. SouthState Bank, N.A., the company’s nationally chartered bank subsidiary, provides consumer, commercial, mortgage and wealth management solutions to more than one million customers throughout Florida, Alabama, Georgia, the Carolinas and Virginia. The bank also serves clients coast to coast through its correspondent banking division. Additional information is available at SouthStateBank.com.
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