SouthState Bank Corp S-4/A, filed Oct 14, 2021

SouthState Bank Corp (SSB)

S-4/A 2021-10-14

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South Carolina	6022	57-0799315
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
	1101 First Street South, Suite 202 Winter Haven, Florida 33880 (863) 293-4710
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

	Page
QUESTIONS AND ANSWERS		1
SUMMARY		9
The Parties to the Merger		9
The Merger and the Merger Agreement		9
Merger Consideration		10
Treatment of Atlantic Capital Equity Awards		10
Material U.S. Federal Income Tax Consequences of the Merger		10
Atlantic Capital’s Reasons for the Merger; Recommendation of the Atlantic Capital Board of Directors		11
Opinion of Atlantic Capital’s Financial Advisor		11
Appraisal or Dissenters’ Rights in the Merger		11
Interests of Atlantic Capital’s Directors and Executive Officers in the Merger		11
Governance of the Combined Company After the Merger		12
Regulatory Approvals		13
Expected Timing of the Merger		13
Conditions to Completion of the Merger		13
Termination of the Merger Agreement		14
Termination Fee		15
Accounting Treatment		15
The Rights of Holders of Atlantic Capital Common Stock Will Change as a Result of the Merger		15
Listing of SouthState Common Stock; Delisting and Deregistration of Atlantic Capital Common Stock		15
The Special Meeting		15
Risk Factors		16
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION		17
RISK FACTORS		29
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		36
THE SPECIAL MEETING		38
Date, Time and Place of the Meeting		38
Matters to Be Considered		38
Recommendation of the Atlantic Capital Board of Directors		38
Record Date and Quorum		38
Broker Non-Votes		39
Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote		39
Attending the Special Meeting		39
Proxies		40
Shares Held in Street Name		40
Revocability of Proxies		41
Delivery of Proxy Materials		41
Solicitation of Proxies		41

	Page
Other Matters to Come Before the Special Meeting		41
Assistance		41
PROPOSALS		42
INFORMATION ABOUT SOUTHSTATE		44
INFORMATION ABOUT ATLANTIC CAPITAL		45
THE MERGER		46
Terms of the Merger		46
Background of the Merger		46
Atlantic Capital’s Reasons for the Merger; Recommendation of the Atlantic Capital Board of Directors		50
Opinion of Atlantic Capital’s Financial Advisor		52
Certain Unaudited Prospective Financial Information		57
Interests of Atlantic Capital’s Directors and Executive Officers in the Merger		59
Governance of the Combined Company After the Merger		65
Accounting Treatment		65
Regulatory Approvals		65
Stock Exchange Listings		67
Appraisal or Dissenters’ Rights in the Merger		67
THE MERGER AGREEMENT		68
Explanatory Note Regarding the Merger Agreement		68
Structure of the Merger		68
Merger Consideration		69
Fractional Shares		69
Governing Documents		69
Treatment of Atlantic Capital Equity Awards		70
Closing and Effective Time of the Merger		70
Conversion of Shares; Exchange of Atlantic Capital Stock Certificates		70
Representations and Warranties		72
Covenants and Agreements		73
Combined Company Governance		80
Shareholder Meetings and Recommendation of the Atlantic Capital Boards of Directors		80
Agreement Not to Solicit Other Offers		81
Conditions to Completion of the Merger		83
Termination of the Merger Agreement		83
Effect of Termination		84
Termination Fee		84
Expenses and Fees		85
Amendment, Waiver and Extension of the Merger Agreement		85
Governing Law		85
Specific Performance		85
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		86
Tax Consequences of the Merger Generally		86
Cash Instead of Fractional Shares		87

	Page
Information Reporting and Backup Withholding		87
DESCRIPTION OF SOUTHSTATE CAPITAL STOCK		88
SouthState Common Stock		88
SouthState Preferred Stock		88
Anti-Takeover Provisions		88
Limitation of Liability and Indemnification of Officers and Directors		89
Transfer Agent and Registrar		90
Listing		90
COMPARISON OF SHAREHOLDERS’ RIGHTS		91
LEGAL MATTERS		106
EXPERTS		107
WHERE YOU CAN FIND MORE INFORMATION		108

	Annex A Agreement and Plan of Merger by and between Atlantic Capital Bancshares, Inc. and SouthState Corporation dated as of July 22, 2021					A-1
	Annex B Opinion of J.P. Morgan Securities LLC					B-1

	SouthState Common Stock			Atlantic Capital Common Stock			Implied Value of One Share of Atlantic Capital Common Stock
July 22, 2021		$	73.42		$	23.78		$	26.43
October 13, 2021		$	76.53		$	26.95		$	27.55

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

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

Atlantic Capital common shares outstanding as of June 30, 2021		20,319,429
Price per share, based upon SouthState’s price of $73.42 on July 22, 2021	$	26.4312
Total pro forma purchase price from common stock	$	537,067
Stock options converted to SouthState options		766
Performance-based equity awards (PSUs) converted to SouthState’s restricted stock units		1,725
Adjustment for unvested restricted stock awards (RSAs) included in purchase price above		(4,979)
Total pro forma purchase price	$	534,579

Preliminary fair value of estimated total merger consideration	$	534,579
Fair value of assets acquired:
Cash and cash equivalents	$	628,725
Investment securities		750,032
Loans, net		2,242,812
Other real estate owned		16
Premises & equipment		19,643
Other intangible assets, including CDI		9,981
Bank owned life insurance		73,610
Deferred tax asset, net		13,171
Other assets		47,157
Total assets		3,785,147
Fair value of liabilities assumed:
Deposits		3,306,224
Other borrowings		73,953
Other liabilities		83,778
Total liabilities		3,463,955

Net assets acquired		321,192
Preliminary Pro Forma Goodwill	$	213,387

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

	Range
2022E P/E		11.0x – 13.9x
P/TBV Regression		1.43x – 1.67x

	Implied Equity Value Per Share
2022E P/E		$	22.75 – $28.50
P/TBV Regression		$	22.50 – $26.25

	For the Years Ended December 31,
	2021			2022			2023			2024			2025			2026			2027
Net income ($mm)		$	43		$	42		$	45		$	48		$	51		$	53		$	55
Earnings per share ($)		$	2.09		$	2.05		$	2.21		$	2.38		$	2.53		$	2.63		$	2.71

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

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

Name	Cash ($)(1)			Equity ($)(2)			Pension/ NQDC ($)(3)			Perquisites/ Benefits ($)(4)			Tax Reimbursement ($)			Other ($)			Total ($)(5)
Douglas L. Williams		$	1,450,000		$	1,535,157		$	2,556,000		$	16,667		$	—		$	—		$	5,557,824
Patrick T. Oakes			1,435,900			569,807			—			37,506			—			—			2,043,213
Richard A. Oglesby, Jr.			900,000			937,252			1,277,500			16,667			—			—			3,131,419
Gary G. Fleming, Jr.			1,219,532			473,576			—			25,000			—			—			1,718,108
Kurt A. Shreiner			900,000			917,824			1,277,500			16,667			—			—			3,111,991

	SouthState	Atlantic Capital
Authorized and Outstanding Capital Stock:	SouthState’s articles of incorporation currently authorize SouthState to issue up to one hundred and sixty million (160,000,000) shares of common stock, par value $2.50 per share, and ten million (10,000,000) shares of preferred stock, par value $0.01 per share.	Atlantic Capital’s articles of incorporation currently authorize Atlantic Capital to issue up to one hundred million (100,000,000) shares of common stock, no par value per share, and ten million (10,000,000) shares of preferred stock, no par value per share. As of the record date for the special meeting, there were [20,304,958] shares of Atlantic Capital common stock outstanding and no shares of Atlantic Capital preferred stock outstanding.
Preferred Stock:	Upon authorization from the SouthState board of directors, SouthState has the authority to issue up to ten million (10,000,000) shares of preferred stock, par value $0.01 per share, without prior shareholder approval.	Upon authorization from the Atlantic Capital board of directors, Atlantic Capital has the authority to issue up to ten million (10,000,000) shares of preferred stock, no par value per share, without prior shareholder approval.
	SouthState’s amended and restated articles of incorporation authorize the SouthState board of directors to specify the preferences, limitations and relative rights of any class or series of SouthState preferred stock. The rights and privileges of holders of SouthState common stock are subject to any classes or series of preferred stock that SouthState may issue.	Atlantic Capital’s articles of incorporation authorize the Atlantic Capital board of directors to provide for the issuance of shares of preferred stock in one or more series, with such voting powers, designations, preferences and relative participating, option or other rights, qualifications, limitations or restrictions, as shall be fixed and determined in the resolution

	SouthState	Atlantic Capital
		or resolutions providing for the issuance thereof.
Voting Rights:	Holders of SouthState common stock are entitled to one (1) vote for each share on all matters with respect to which the holders of SouthState common stock are entitled to vote.	Holders of Atlantic Capital common stock are entitled to one (1) vote for each share on all matters with respect to which the holders of Atlantic Capital common stock are entitled to vote.
Qualification of Directors:	SouthState’s amended and restated bylaws provide that directors must be SouthState shareholders, not under twenty-five (25) years of age and not over seventy-two (72) years of age at the time of the shareholders’ meeting at which they are elected. In the event that a SouthState director attains age seventy-two (72) during his or her term of office, the SouthState bylaws provide that he or she will serve until the end of his or her the-current term of office after his or her seventy-two (72) birthday.	Atlantic Capital’s bylaws and articles of incorporation do not address specific qualifications required of Atlantic Capital’s directors.
	SouthState’s bylaws provide that the board of directors has the authority to waive these requirements.
Size of Board of Directors:	SouthState’s amended and restated articles of incorporation provide that the SouthState board of directors may consist of a maximum of twenty (20) persons and that the SouthState board of directors may increase membership on the board up to this maximum. There are currently sixteen (16) directors serving on the SouthState board of directors. After the merger, the combined company’s board will consist of eighteen (18) directors, of which sixteen (16) will be legacy SouthState directors and two (2) will be legacy Atlantic Capital directors selected by SouthState.	Atlantic Capital’s bylaws provide that the Atlantic Capital board of directors may consist of not less than five (5) nor more than twenty-five (25) members. The number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders by the affirmative vote of a majority of the shares entitled to vote in an election of directors, or by the board of directors by the affirmative vote of a majority of the directors then in office. There are currently ten (10) directors serving on the Atlantic Capital board of directors. The Atlantic Capital board of directors is not classified.

	SouthState	Atlantic Capital
	For certain additional bylaw provisions that will govern the board of directors of the combined company following the merger, see the section entitled “The Merger – Governance of the Combined Company After the Merger” beginning on page 65.
Election and Classes of Directors	SouthState’s amended and restated articles of incorporation and amended and restated bylaws provide that directors are elected annually, and each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, except in the case of his or her death, resignation, removal or disqualification. SouthState’s directors are elected by a plurality of the votes cast at a meeting at which a quorum is present.	Atlantic Capital’s bylaws provide that directors are elected annually, and each director holds office for a term of one year and until his or her successor is elected and qualified, or until such director’s earlier resignation, removal from office or death. Atlantic Capital’s directors are elected by the vote of a majority of the votes cast at any meeting for the election of directors at which a quorum is present.
Vacancies on the Board of Directors:	SouthState’s amended and restated bylaws provide that any vacancy occurring on the SouthState board of directors, including vacancies occurring by reason of removal with or without cause or increase in membership, will be filled by appointment by the remaining SouthState directors, and any director so appointed will serve until the next shareholders meeting wherein directors are elected. For certain additional bylaw provisions that will govern the board of directors of the combined company following the merger, see the section entitled “The Merger – Governance of the Combined Company After the Merger” beginning on page 65.	Atlantic Capital’s bylaws provide that any vacancy occurring on the Atlantic Capital board of directors, including a vacancy from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum. Such appointment by the Board of Directors shall continue until the expiration of the term of the director whose place has become vacant or, in the case of an increase in the number of directors, until the next meeting of the shareholders.
Removal of Directors:	SouthState’s amended and restated articles of incorporation provide that SouthState shareholders can remove	Atlantic Capital’s bylaws provide that any director may be removed by Atlantic Capital’s shareholders, with or without

	SouthState	Atlantic Capital
	directors with or without cause only by the affirmative vote of the holders of eighty percent (80%) of SouthState’s shares. For certain additional bylaw provisions that will govern the board of directors of the combined company following the merger, see the section entitled “The Merger – Governance of the Combined Company After the Merger” beginning on page 65.	cause, upon the affirmative vote of the holders of a majority of the outstanding shares entitled to vote in an election of directors, provided the notice of the meeting states such purpose.
Amendments to Organizational Documents:	Under the SCBCA, an amendment to a corporation’s articles of incorporation generally requires approval by the corporation’s board of directors and by two-thirds (2/3) of the votes entitled to be cast on the amendment, unless a different number, not less than a majority of the votes entitled to be cast on the amendment, is specified in the corporation’s articles of incorporation. The SouthState amended and restated articles of incorporation do not specify any additional requirements to amend the SouthState amended and restated articles of incorporation. SouthState’s amended and restated articles of incorporation, however, do provide that the affirmative vote of the holders of at least eighty percent (80%) of SouthState’s outstanding voting stock is required to amend or repeal certain articles of SouthState’s articles of incorporation related to: (1) the issuance of SouthState’s capital stock, (2) the approval of certain business combinations not recommended by the SouthState board of directors and (3) the number, election, terms and classification of directors. SouthState’s amended and restated articles of incorporation provide that a majority of the	The GBCC provides that a corporation may amend its articles of incorporation at any time. The board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action: (1) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (2) to delete the names and addresses of, (a) the initial directors, (b) the initial registered agent or registered office, (c) each incorporator, and (d) the initial principal office of the corporation; (3) if the corporation only has one class of shares outstanding, (y) to change each issued and unissued authorized share of the class into a greater number of whole shares, and (z) to change or eliminate the par value of each issued and unissued share of the class; (4) to change the corporate name; or (5) to make any other change expressly permitted by the GBCC to be made without shareholder action. The articles of incorporation of Atlantic Capital do not specify any additional requirements to amend the Atlantic Capital certificate of incorporation. Atlantic Capital’s bylaws provide that the bylaws may be altered or

	SouthState	Atlantic Capital
	entire SouthState board of directors has the power to alter, amend or repeal the SouthState bylaws. SouthState’s amended and restated articles of incorporation also provide that the SouthState shareholders may alter, amend, or repeal SouthState’s amended and restated bylaws only by the affirmative vote of the holders of eighty percent (80%) of outstanding stock of SouthState. SouthState’s amended and restated bylaws as further amended pursuant to the merger agreement will implement certain governance matters for the combined company following completion of the merger. Certain of these governance provisions require the approval of seventy-five percent (75%) of the full board of directors in order for the board of directors to amend or modify such provisions. See the section entitled “The Merger – Governance of the Combined Company After the Merger” beginning on page 65.	amended and new bylaws may be adopted by the shareholders at any annual or special meeting of the shareholders, by an affirmative vote of a majority of the shares entitled to vote thereon, provided that shareholder notice of the meeting includes the general nature of the proposed change in the bylaws. The Atlantic Capital bylaws also provide that the bylaws may also be altered or amended or new bylaws adopted by the board of directors at any regular or special meeting by an affirmative vote of a majority of the directors then holding office.
Shareholder Action by Written Consent:	SouthState’s amended and restated bylaws provide that SouthState shareholders may act without a shareholder meeting by written consent, setting forth the action so taken, signed by the holders of all SouthState’s outstanding shares entitled to vote on such action or their attorneys-in-fact or proxy holders.	Atlantic Capital’s bylaws allow for any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, to be taken without a meeting by one or more written consents, setting forth the date of signature, action authorized, and signed by all the shareholders entitled to vote on such action, or by those persons who would be entitled to vote at a meeting those shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take such actions at a meeting at which all shares entitled to vote were present and voted. Such written consents must be

	SouthState	Atlantic Capital
		delivered to Atlantic Capital for inclusion in the minutes or filed with the corporate records, and shall have the same effect as a unanimous vote of the shareholders at a special meeting.
Special Meetings of Shareholders:	SouthState’s amended and restated bylaws provide that special meetings of the SouthState shareholders may be called by the chief executive officer, the executive chairman of the board of directors, a majority of the board of directors or by the secretary, following his or her receipt of one or more written demands to call a special meeting of the shareholders from the holders of not less than ten percent (10%) of all SouthState common shares entitled to vote at such meeting.	Under Atlantic Capital’s bylaws, a special meeting of shareholders may be called at any time by the board of directors, the president, or by Atlantic Capital upon the written request of any one or more shareholders, owning an aggregate of not less than twenty-five percent (25%) of the outstanding capital stock of Atlantic Capital.
Record Date:	Under SouthState’s amended and restated bylaws, the board of directors, the executive chairman of the board of directors, the chief executive officer or the president may fix the record date to determine the shareholders entitled to notice of a shareholders’ meeting and to vote or take any other action thereat.	For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, Atlantic Capital’s bylaws provide that the board of directors may fix in advance a date as the record date for any such determination of shareholders, such date to be not more than seventy (70) days and, in case of a meeting of shareholders, not less than ten (10) days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.
Quorum:	SouthState’s amended and restated articles of incorporation and amended and restated bylaws provide that, absent a provision in SouthState’s articles of incorporation or the SCBCA stating otherwise, a majority of the shares entitled to vote will constitute a quorum for the	At all meetings of shareholders, a majority of the outstanding shares of the Corporation shall constitute a quorum for the transaction of business, and no resolution or business shall be transacted without the favorable vote of the holders of a majority of the shares represented at the

	SouthState	Atlantic Capital
	transaction of business at any meeting of SouthState’s shareholders, except that with respect to a special meeting called to consider a business combination that has not been recommended by the SouthState board of directors, attendance in person or by proxy of eighty percent (80%) of the SouthState shareholders is required in order for a quorum for the conduct of business to exist. Such a meeting may not be adjourned absent notice if a quorum in not present. Under SouthState’s amended and restated bylaws, when a quorum is present at any meeting, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the SouthState articles of incorporation or South Carolina law require a greater number of affirmative votes. SouthState’s amended and restated bylaws also provide that a meeting may be adjourned despite the absence of a quorum, and notice of an adjourned meeting need not be given if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and the adjournment is for a period of less than thirty (30) days.	meeting and entitled to vote, unless a higher vote is required by the Articles of Incorporation. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, except as otherwise provided by law, by the articles of incorporation, or by the bylaws. Atlantic Capital’s bylaws also provide that, when a shareholders’ meeting is adjourned, notice need not be given otherwise than by announcement at the meeting at which the adjournment is taken.
Notice of Shareholder Actions/Meetings	SouthState’s amended and restated bylaws provide that written or printed notice stating the place, day, and hour of the meeting, and, such other notice as required by the SCBCA, and in the case of a special meeting, the purpose or purposes for which the meeting is called and the person or persons calling the	Atlantic Capital’s bylaws provide that Notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting shall be given in writing or by electronic transmission not less than ten (10) days nor more than sixty (60) days before the date of the meeting, and shall be given to each shareholder by mail

	SouthState	Atlantic Capital
	meeting, must be communicated by SouthState to each shareholder of record entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of such meeting. Additionally, if at any meeting SouthState’s amended and restated bylaws are to be altered, repealed, amended, or adopted, notice of such meeting must make this clear.	or electronic transmission to the last known address of the shareholder or by personal delivery to the shareholder. Notice of any special meeting of shareholders shall state the purpose or purposes for which the meeting is called. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting at which the adjournment is taken.
Advance Notice Requirements for Shareholder Nominations and Other Proposals:	Under SouthState’s amended and restated bylaws, director nominations by shareholders must be received no earlier than one hundred and twenty (120) days and no later than ninety (90) days before the first anniversary of the prior year’s annual meeting of shareholders, provided that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the first anniversary date, the shareholder’s notice must be delivered not earlier than the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of (x) the ninetieth (90th) day prior to such annual meeting or (y) if the first public announcement of such date is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10th) day following the date on which the annual meeting of shareholders is first publicly announced or disclosed. A shareholder’s notice must also comply with the procedural, informational and other requirements outlined in SouthState’s amended and restated bylaws.	Atlantic Capital’s bylaws provides that a Atlantic Capital shareholder who desires, and is eligible, to nominate a person for election or propose any other matter to be considered at a meeting of shareholders, must provide timely notice to the Secretary of Atlantic Capital, and any proposal, other than a nomination, must constitute a proper matter for shareholder action. The bylaws specify that to be timely, the shareholder notice must be delivered to the secretary at the principal executive office of Atlantic Capital not less than ninety (90) nor more than one hundred twenty (120) days prior to the first anniversary date of the annual meeting for the preceding year. However, that if (and only if) the annual meeting is not scheduled to be held within a period that commences thirty (30) days before such anniversary date and ends within sixty (60) days after such anniversary date, the shareholder notice shall be given by the later of the close of business on (i) the date ninety (90) days prior to such other meeting date or (ii) the date ten (10) days following the date such other meeting date is first publicly announced or disclosed.
		A shareholder’s notice must also comply with the procedural, informational and other requirements outlined in Atlantic Capital’s bylaws.

	SouthState	Atlantic Capital
		Shareholder nominations and proposals are not addressed in Atlantic Capital’s articles of incorporation.
Limitation of Liability of Directors and Officers:	SouthState’s amended and restated articles of incorporation provide that its directors are not personally liable to SouthState or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions, including with respect to (i) a breach of the director’s duty of loyalty to SouthState or its shareholders, (ii) an act or omission not in good faith or which involves gross negligence, intentional misconduct or a knowing violation of law, (iii) an act or omission for which liability is imposed due to an unlawful distribution, as provided under SCBCA, and (iv) a transaction from which the director derives an improper benefit.	Atlantic Capital’s articles of incorporation provide that its directors should not have any liability to Atlantic Capital or its shareholders for monetary damages for breach of duty of care or other duty as a director, except that there is no limitation or elimination of liability of a director for: (i) any appropriation, in violation of his or her duties, of any business opportunity of Atlantic Capital; (ii) acts or omissions that involve intentional misconduct or a knowing violation of law; (iii) the types of liability set forth in Section 14-2-832 of the GBCC dealing with unlawful distributions of corporate assets to shareholders; or (iv) any transaction from which the director received an improper personal benefit.
Indemnification of Directors and Officers:	SouthState’s amended and restated bylaws provide for mandatory indemnification of any person who at any time serves or has served as a director or officer of SouthState, or who, while serving as a director or officer of SouthState, serves or has served, at the request of SouthState, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan to the fullest extent permitted by law against (a) reasonable expenses, including attorneys’ fees, incurred by him or her in connection with any threatened, pending or completed proceedings, whether or not brought by or on behalf of SouthState, seeking to hold him or her liable by reason of the fact	Atlantic Capital’s articles of incorporation provide that each person who is or was a director or officer of Atlantic Capital shall be indemnified by Atlantic Capital to the fullest extent permitted by the applicable law against those expenses (including attorneys’ fees), judgments, fines, penalties, and amounts paid in settlement which are allowed to be paid or reimbursed by Atlantic Capital under the laws of the State of Georgia and which are actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, in which such person may be involved by reason of his being or having been a director or officer of Atlantic Capital.

			SouthState			Atlantic Capital
			that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable in any such proceeding. The right to indemnification under SouthState’s amended and restated bylaws includes the right to be paid by SouthState the reasonable expenses incurred in defending any such proceeding in advance of its final disposition, subject to certain requirements. SouthState’s amended and restated bylaws also provide that SouthState may, to the extent authorized from time to time by the SouthState board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of SouthState to the fullest extent of the provisions of the SouthState amended and restated bylaws with respect to the indemnification and advancement of expenses to SouthState directors and officers. SouthState’s amended and restated bylaws provide that SouthState may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not SouthState would have the power to indemnify such person against such expense, liability or loss under applicable law. SouthState maintains such insurance with respect to its directors and officers.			Atlantic Capital’s bylaws further provides that Atlantic Capital has the authority indemnify or obligate itself to indemnify an individual made a party to a proceeding because he or she is or was a director, officer, employee, or agent of Atlantic Capital (or was serving at the request of Atlantic Capital as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise) for reasonable expenses, judgments, fines, penalties, and amounts paid in settlement (including attorneys’ fees), incurred in connection with the proceeding if the individual conducted himself or herself in good faith and meets the relevant standard of conduct set forth in the bylaws. Atlantic Capital’s bylaws provides that mandatory indemnification exists to the extent that a director, officer, employee, or agent of Atlantic Capital has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party, or in defense of any claim, issue, or matter therein, because he or she is or was a director, officer, employee, or agent of Atlantic Capital, against reasonable expenses incurred by him or her in connection therewith. Additionally, the Atlantic Capital bylaws state that such indemnification and advancement of expenses provided by or granted pursuant to the bylaws shall continue as to a person who no longer is a director, trustee, officer, employee or agent of Atlantic Capital and shall inure to the benefit of their heirs, executors and administrators. Atlantic Capital’s bylaws further provide that expenses incurred by

	SouthState	Atlantic Capital
		an officer or director in defending a civil or criminal proceeding may be paid by Atlantic Capital in advance of the final disposition of such proceeding if (a) he or she furnishes Atlantic Capital written affirmation of his or her good faith belief that he or she has met the standard of conduct set forth in the bylaws, and (b) he or she furnishes Atlantic Capital a written undertaking, executed personally or on his or her behalf, to repay any advance if it is ultimately determined that he or she is not entitled to indemnification. Atlantic Capital’s bylaws allow Atlantic Capital to purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of Atlantic Capital or who, while a director, officer, employee, or agent of the Corporation, is or was serving at the request of Atlantic Capital as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership joint venture, trust, employee benefit plan, or other entity against liability asserted against or incurred by him or her in that capacity.
Constituencies:	SouthState’s amended and restated articles of incorporation provide that the SouthState board of directors must consider the interests of the employees of SouthState and the community or communities in which SouthState and its subsidiaries do business in addition to the interest of SouthState’s shareholders in evaluating any proposed plan of merger, consolidation, exchange or sale of all, or substantially all, of the assets of SouthState.	Neither Atlantic Capital’s articles of incorporation nor its bylaws contain a provision that expressly permits the Atlantic Capital board of directors to consider constituencies other than the Atlantic Capital shareholders when evaluating certain offers.
	SouthState’s amended and restated bylaws further provide that the SouthState board of

	SouthState	Atlantic Capital
	directors must evaluate whether any proposed tender offer or exchange offer for SouthState’s stock, any proposed merger or consolidation of SouthState with or into another corporation and any proposal to purchase or otherwise acquire all of the assets of SouthState is in the best interests of SouthState by considering the best interests of the SouthState shareholders and other factors the directors determine to be relevant, including the social, legal and economic effects on employees, customers and the communities served by SouthState and its subsidiary or subsidiaries.
Anti-Takeover Provisions:	Under SouthState’s amended and restated articles of incorporation, certain business combinations (for example, mergers, share exchanges, consolidations or a sale, exchange or lease of all or substantially all of SouthState’s assets) that have not been recommended by the SouthState board of directors require, in addition to any vote required by law, the approval of the holders of at least eighty percent (80%) of the outstanding SouthState voting stock. In addition, if a business combination involves any SouthState shareholder owning or controlling twenty percent (20%) or more of SouthState’s voting stock at the time of the proposed transaction (a “controlling party”), and (1) certain fair price requirements are not satisfied and (2) the business combination has not been recommended by a majority of the entire SouthState board of directors, then such business combination must be approved by at least eighty percent (80%) of the outstanding SouthState voting stock and at least sixty-seven percent (67%) of the outstanding SouthState voting	Under the GBCC, a sale, lease, exchange or other disposal of all or substantially all of a Georgia corporation’s assets must be approved by a majority of all of the shareholder votes entitled to be cast on the transaction; except, approval by the shareholders is not required in instances where the corporation is insolvent, was incorporated for the purpose of liquidating such property and assets, or other instances specified in the GBCC. Under the GBCC, for a plan of merger or share exchange to be authorized, it must be approved by (1) a majority of all the votes entitled to be cast on the plan by all shares entitled to vote on the plan, voting as a single voting group; and (2) a majority of all the votes entitled to be cast by holders of the shares of each voting group entitled to vote separately on the plan as a voting group by the articles of incorporation, except approval of a merger by shareholders of the surviving corporation is not required in instances specified in the GBCC. Neither Atlantic Capital’s articles

	SouthState	Atlantic Capital
	stock that is not held by the controlling party.	of incorporation nor its bylaws contain a provision regarding requirements for certain business combinations.
	Moreover, at any annual or special meeting at which the SouthState shareholders are to consider a business combination that has not been recommended by the SouthState board of directors, attendance in person or by proxy of eighty percent (80%) of the SouthState shareholders is required in order for a quorum for the conduct of business to exist. Such a meeting may not be adjourned absent notice if a quorum in not present.
Control Share Acquisitions:	Section 35-2-101 et seq. of the SCBCA contains a control share acquisition statute that, in general terms, provides that where a shareholder acquires issued and outstanding shares of a corporation’s voting stock (“control shares”) within one of several specified ranges (one-fifth or more but less than one-third, one-third or more but less than a majority, or a majority or more), approval of the control share acquisition by the corporation’s shareholders must be obtained before the acquiring shareholder may vote the control shares. The required shareholder vote is a majority of all votes entitled to be cast, excluding “interested shares,” defined as shares held by the acquiring person, officers of the corporation and employees who are also directors of the corporation. A corporation may, however, opt out of the control share acquisition statute through a provision of the articles of incorporation or bylaws, which SouthState has done pursuant to its bylaws. Accordingly, the South Carolina control share acquisition statute does not apply to acquisitions of shares of SouthState common stock.	Neither Atlantic Capital’s articles of incorporation nor its bylaws contain a provision regarding control share acquisitions.

	SouthState	Atlantic Capital
Rights of Dissenting Shareholders	Under Section 33-13-102(b) of the SCBCA, the holders of SouthState common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger if, on the record date for the SouthState special meeting, SouthState’s shares are listed on a national securities exchange. SouthState common stock is currently listed on Nasdaq, a national securities exchange, and is expected to continue to be so listed on the record date for the SouthState special meeting. If the merger is completed, holders of SouthState common stock will not receive any consideration, and their shares of SouthState common stock will remain outstanding and will constitute shares of the combined company, which shares are expected to continue to be listed on Nasdaq at the effective time of the merger. Accordingly, holders of SouthState common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.	Under Section 14-2-1302 of the GBCC, appraisal and dissenters’ rights are available for record shareholders only in connection with specific transactions. However, such rights are not available for shareholders if the shares are (i) listed on a national securities exchange, or (ii) held of record by more than 2,000 shareholders, unless the transaction meets certain requirements set out in the GBCC.
Exclusive Forum:	SouthState’s amended and restated bylaws provide that, unless SouthState consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of SouthState, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or other employee of SouthState to SouthState or SouthState’s shareholders, (iii) any action asserting a claim against SouthState or any director or officer or other employee of SouthState arising pursuant to any provision of the SCBCA, SouthState’s articles of incorporation or SouthState’s bylaws (as either may be amended from time to time) or (iv) any	Neither Atlantic Capital’s articles of incorporation nor its bylaws contain an exclusive forum provision.

			SouthState			Atlantic Capital
			action asserting a claim against SouthState or any director or officer or other employee of SouthState governed by the internal affairs doctrine will be a state court located in South Carolina (or if such state courts lack jurisdiction, the U.S. District Court for the District of South Carolina).

	SouthState filings (SEC File No. 001-12669)			Periods Covered or Date of Filing with the SEC
	Annual Report on Form 10-K			Fiscal year ended December 31, 2020, filed February 26, 2021
	Current Reports on Form 8-K			Filed March 31, 2021, April 28, 2021, April 28, 2021, April 28, 2021, July 14, 2021, July 23, 2021, July 23, 2021, July 28, 2021 and September 3, 2021
	Definitive Proxy Statement on Schedule 14A			Filed March 8, 2021
	Quarterly Reports on Form 10-Q			Filed May 7, 2021 and August 6, 2021
	The description of SouthState common stock contained in SouthState’s registration statements filed under Section 12 of the Exchange Act, including all amendments and reports filed with the SEC for purposes of updating such description

	Atlantic Capital filings (SEC File No. 001-37615)			Periods
	Annual Report on Form 10-K			Fiscal year ended December 31, 2020, filed March 16, 2021
	Current Reports on Form 8-K			Filed January 26, 2021, February 19, 2021, April 22, 2021, May 25, 2021, July 23, 2021 and July 26, 2021
	Definitive Proxy Statement on Schedule 14A			Filed April 9, 2021
	Quarterly Reports on Form 10-Q			Filed May 7, 2021 and August 6, 2021

	Article I
	THE MERGER
	1.1 The Merger and Bank Merger.					A-1
	1.2 Closing					A-2
	1.3 Effective Time					A-2
	1.4 Effects of the Merger					A-2
	1.5 Conversion of Atlantic Capital Common Stock					A-2
	1.6 South State Stock					A-3
	1.7 Treatment of Atlantic Capital Equity Awards					A-3
	1.8 Charter of Surviving Entity					A-4
	1.9 Bylaws of Surviving Entity					A-4
	1.10 Tax Consequences					A-4
	Article II
	EXCHANGE OF SHARES
	2.1 South State to Make Consideration Available					A-4
	2.2 Exchange of Shares					A-5
	Article III
	REPRESENTATIONS AND WARRANTIES OF ATLANTIC CAPITAL
	3.1 Corporate Organization					A-7
	3.2 Capitalization					A-8
	3.3 Authority; No Violation					A-9
	3.4 Consents and Approvals					A-10
	3.5 Reports					A-11
	3.6 Financial Statements					A-11
	3.7 Broker’s Fees					A-12
	3.8 Absence of Certain Changes or Events					A-12
	3.9 Legal and Regulatory Proceedings					A-13
	3.10 Taxes and Tax Returns					A-13
	3.11 Employees					A-14
	3.12 SEC Reports					A-16
	3.13 Compliance with Applicable Law					A-16
	3.14 Certain Contracts					A-18
	3.15 Agreements with Regulatory Agencies					A-19
	3.16 Risk Management Instruments					A-19
	3.17 Environmental Matters					A-19
	3.18 Investment Securities and Commodities					A-20
	3.19 Real Property					A-20
	3.20 Intellectual Property					A-20
	3.21 Related Party Transactions					A-21
	3.22 State Takeover Laws					A-21
	3.23 Reorganization					A-21
	3.24 Opinion					A-21

	3.25 Atlantic Capital Information					A-21
	3.26 Loan Portfolio					A-22
	3.27 Insurance					A-23
	3.28 No Other Representations or Warranties					A-23
	Article IV REPRESENTATIONS AND WARRANTIES OF SOUTH STATE
	4.1 Corporate Organization					A-24
	4.2 Capitalization					A-24
	4.3 Authority; No Violation					A-25
	4.4 Consents and Approvals					A-26
	4.5 Reports					A-26
	4.6 Financial Statements					A-27
	4.7 Broker’s Fees					A-28
	4.8 Absence of Certain Changes or Events					A-28
	4.9 Legal and Regulatory Proceedings					A-28
	4.10 Taxes and Tax Returns					A-28
	4.11 Employees					A-29
	4.12 SEC Reports					A-30
	4.13 Compliance with Applicable Law					A-30
	4.14 Certain Contracts					A-31
	4.15 Agreements with Regulatory Agencies					A-32
	4.16 Environmental Matters					A-32
	4.17 Investment Securities and Commodities					A-32
	4.18 Reserved.					A-32
	4.19 Reserved.					A-32
	4.20 Related Party Transactions					A-32
	4.21 Reserved.					A-33
	4.22 Reorganization					A-33
	4.23 Opinion					A-33
	4.24 South State Information					A-33
	4.25 Loan Portfolio					A-33
	4.26 Insurance					A-33
	4.27 No Other Representations or Warranties					A-33
	Article V
	COVENANTS RELATING TO CONDUCT OF BUSINESS
	5.1 Conduct of Businesses Prior to the Effective Time					A-34
	5.2 Forbearances of Atlantic Capital					A-34
	5.3 Forbearances of South State					A-37
	Article VI
	ADDITIONAL AGREEMENTS
	6.1 Regulatory Matters					A-38
	6.2 Access to Information; Confidentiality					A-39
	6.3 Non-Control.					A-40
	6.4 Shareholders’ Approvals					A-40

	6.5 Legal Conditions to Merger					A-42
	6.6 Stock Exchange Listing					A-42
	6.7 Employee Matters					A-42
	6.8 Indemnification; Directors’ and Officers’ Insurance					A-44
	6.9 Additional Agreements					A-45
	6.10 Advice of Changes					A-45
	6.11 Reserved					A-45
	6.12 Shareholder Litigation					A-45
	6.13 Corporate Governance					A-45
	6.14 Acquisition Proposals					A-45
	6.15 Public Announcements					A-47
	6.16 Change of Method					A-47
	6.17 Takeover Statutes					A-47
	6.18 Treatment of Atlantic Capital Indebtedness					A-47
	6.19 Exemption from Liability Under Section 16(b)					A-48
	6.20 Certain Tax Matters					A-48
	Article VII
	CONDITIONS PRECEDENT
	7.1 Conditions to Each Party’s Obligation to Effect the Merger					A-48
	7.2 Conditions to Obligations of South State					A-49
	7.3 Conditions to Obligations of Atlantic Capital					A-49
	Article VIII
	TERMINATION AND AMENDMENT
	8.1 Termination					A-50
	8.2 Effect of Termination					A-51
	Article IX
	GENERAL PROVISIONS
	9.1 Amendment					A-52
	9.2 Extension; Waiver					A-52
	9.3 Nonsurvival of Representations, Warranties and Agreements					A-53
	9.4 Expenses					A-53
	9.5 Notices					A-53
	9.6 Interpretation					A-54
	9.7 Counterparts					A-54
	9.8 Entire Agreement					A-54
	9.9 Governing Law; Jurisdiction.					A-55
	9.10 Waiver of Jury Trial					A-55
	9.11 Assignment; Third-Party Beneficiaries					A-55
	9.12 Specific Performance					A-55
	9.13 Severability					A-56
	9.14 Confidential Supervisory Information					A-56
	9.15 Delivery by Facsimile or Electronic Transmission					A-56

Term			Section
Acceptable Confidentiality Agreement			6.14(a)
Acquisition Proposal			6.14(a)
Agreement			Preamble
Alternative Acquisition Agreement			6.4(a)
Applicable Agencies			3.4
Atlantic Capital			Preamble
Atlantic Capital 401(k) Plan			6.7(d)
Atlantic Capital Articles			3.1(a)
Atlantic Capital Bank			Recitals
Atlantic Capital Benefit Plans			3.11(a)
Atlantic Capital Board Recommendation			6.4(a)
Atlantic Capital Bylaws			3.1(a)
Atlantic Capital Common Stock			1.5(a)
Atlantic Capital Compensation Committee			1.7(c)
Atlantic Capital Contract			3.14(a)
Atlantic Capital Designated Directors			6.13(a)
Atlantic Capital Disclosure Schedule			Article III
Atlantic Capital Equity Awards			1.7(e)
Atlantic Capital ERISA Affiliate			3.11(a)
Atlantic Capital Indemnified Parties			6.8(a)
Atlantic Capital Insiders			6.19
Atlantic Capital Meeting			6.4(a)
Atlantic Capital Option			1.7(a)
Atlantic Capital Owned Properties			3.19
Atlantic Capital Performance Share Award			1.7(c)
Atlantic Capital Preferred Stock			3.2(a)
Atlantic Capital Qualified Plans			3.11(c)
Atlantic Capital Real Property			3.19
Atlantic Capital Reports			3.12
Atlantic Capital Regulatory Agreement			3.15
Atlantic Capital Restricted Share			1.7(b)
Atlantic Capital Securities			3.2(a)
Atlantic Capital Subsidiary			3.1(b)
Atlantic Capital Tax Certificate			6.20
Bank Merger			Recitals
Bank Merger Agreement			1.1(b)
Bank Merger Certificates			1.1(b)
Bank Merger Effective Time			1.1(b)
BHC Act			3.1(a)
Certificates of Merger			1.3
Chosen Courts			9.9(b)
Closing			1.2