Item 1.01. Entry into a Definitive Material Agreement.
On August 20, 2020, Atlantic Capital Bancshares, Inc. (the “Company”)
entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional
buyers and accredited investors (the “Purchasers”) pursuant to which the Company sold and issued $75.0 million in aggregate
principal amount of its 5.50% Fixed to Floating Rate Subordinated Notes due 2030 (the “Notes”). The Notes were offered
and sold by the Company to eligible purchasers in a private offering in reliance on the exemption from the registration requirements
of Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the provisions of Regulation
D promulgated thereunder (the “Private Placement”). The Company intends to use the net proceeds from the offering for
general corporate purposes, including support for organic growth plans and support for bank level capital ratios, as well as possible
future redemption of callable subordinated notes.
The Notes have a ten-year term and, from and including the date
of issuance to but excluding September 1, 2025, will bear interest at a fixed annual rate of 5.50%, payable semi-annually in arrears,
for the first five years of the term. From and including September 1, 2025 to but excluding the maturity date or early redemption
date, the interest rate shall reset quarterly to an interest rate per annum equal to a benchmark rate (which is expected to be
Three-Month Term Secured Overnight Financing Rate (“SOFR”), as published by the Federal Reserve Bank of New York) plus
536.3 basis points, payable quarterly in arrears. As provided in the Notes, under specified conditions the interest rate on the
Notes during the applicable floating rate period may be determined based on a rate other than Three-Month Term SOFR.
The Notes are redeemable, in whole or in part, on September
1, 2025, on any interest payment date thereafter, and at any time upon the occurrence of certain events. The Purchase Agreement
contains certain customary representations, warranties and covenants made by the Company, on the one hand, and the Purchasers,
severally and not jointly, on the other hand.
On August 20, 2020, in connection with the sale and issuance
of the Notes, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the
Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to take certain actions to provide for
the exchange of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms
as the Notes (the “Exchange Notes”). Under certain circumstances, if the Company fails to meet its obligations under
the Registration Rights Agreement, it would be required to pay additional interest to the holders of the Notes.
The Notes were issued under an Indenture, dated August 20, 2020
(the “Indenture”), by and between the Company and U.S. Bank National Association, as trustee. The Notes are not subject
to any sinking fund and are not convertible into or, other than with respect to the Exchange Notes, exchangeable for any other
securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder.
The Notes are unsecured, subordinated obligations of the Company only and are not obligations of, and are not guaranteed by, any
subsidiary of the Company. The Notes rank junior in right to payment to the Company’s current and future senior indebtedness.
The Notes are intended to qualify as Tier 2 capital for regulatory capital purposes.
The form of Purchase Agreement, the form of Registration Rights
Agreement, the Indenture and the form of Note are attached as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report
on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the Purchase Agreement, the Registration Rights
Agreement, the Indenture and the Notes are summaries and are qualified in their entirety by reference to the relevant Exhibits
to this Current Report on Form 8-K.