Davis Polk & Wardwell LLP served as legal counsel to SouthState in the transaction. Sullivan & Cromwell LLP and Troutman Pepper Hamilton Sanders LLP served as legal counsel to Atlantic Capital in the transaction.
SouthState Corporation (NASDAQ: SSB) and Atlantic Capital Bancshares, Inc. (NASDAQ: ACBI) jointly announced the signing of a definitive agreement pursuant to which Atlantic Capital will merge with and into SouthState in an all-stock transaction with an aggregate value of approximately $542 million, or $26.43 per share of Atlantic Capital common stock.
Atlantic Capital, based in Atlanta, Georgia, has approximately $3.8 billion in total assets, $3.3 billion in total deposits, and $2.3 billion in total loans as of June 30, 2021, and operates one branch in the Atlanta metro area and one branch in Athens, Georgia. This merger will enhance SouthState’s scale and improve market density in the attractive Atlanta market. SouthState will have top ten deposit market share in the Atlanta MSA, with approximately $5 billion in pro forma deposits. Upon merger completion, the combined company will have pro forma total assets of $44 billion, deposits of $36 billion, gross loans of $26 billion, and a market capitalization of approximately $5.7 billion.
Subject to the terms of the merger agreement, Atlantic Capital shareholders will receive 0.36 shares of SouthState common stock for each outstanding share of Atlantic Capital common stock. Based on SouthState’s stock price of $73.42 as of July 22, 2021, this equates to a per share value of $26.43 and an aggregate transaction value of $542 million. Additionally, two Atlantic Capital directors will join both the Company board and the SouthState Bank board.
The transaction is expected to result in 3% EPS accretion on a fully phased in basis and minimal tangible book value dilution, which is expected to be earned back in two years.
Raymond James & Associates, Inc. served as exclusive financial advisor to SouthState. J.P. Morgan Securities LLC served as exclusive financial advisor to Atlantic Capital.
The Troutman Pepper team included James Stevens (Picture), Gabrielle Gaudet, Jeffery Banish, Constance Brewster, Peter Dragna, and Jackie Chang.
The Davis Polk financial institutions M&A team included partners Margaret E. Tahyar, George R. Bason Jr. and Evan Rosen and associates Malik M. Khalil, Tyler X. Senackerib and Shaoting Qin. Partner William A. Curran and associate Joshua J. Micelotta provided tax advice. Partner Veronica M. Wissel and associate Charlotte R. Fabiani provided executive compensation advice.
Involved fees earner: George Bason Jr. – Davis Polk & Wardwell; William Curran – Davis Polk & Wardwell; Charlotte Fabiani – Davis Polk & Wardwell; Malik Khalil – Davis Polk & Wardwell; Joshua Micelotta – Davis Polk & Wardwell; Shaoting Qin – Davis Polk & Wardwell; Evan Rosen – Davis Polk & Wardwell; Tyler Senackerib – Davis Polk & Wardwell; Margaret Tahyar – Davis Polk & Wardwell; Veronica Wissel – Davis Polk & Wardwell; Jeffery Banish – Troutman Pepper Hamilton Sanders LLP; Constance Brewster – Troutman Pepper Hamilton Sanders LLP; Jackie Chang – Troutman Pepper Hamilton Sanders LLP; Peter Dragna – Troutman Pepper Hamilton Sanders LLP; Gabrielle Gaudet – Troutman Pepper Hamilton Sanders LLP; James Stevens – Troutman Pepper Hamilton Sanders LLP;