| Proprietary &
Confidential Notice About Forward-Looking Statements
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Atlantic Capital intends to fil1e with the Securities and Exchange Commission
(“SEC”) a Form S-4 (the “Registration/Joint Proxy Statement”) which will include a registration
statement and prospectus with respect to Atlantic Capital’s shares to be
issued in the Merger and a joint proxy statement of First Security and Atlantic Capital in connection with the
Merger between Atlantic Capital and First Security. The definitive
Registration/Joint Proxy Statement will contain important information about the proposed Merger and related
matters.
SECURITY
HOLDERS
ARE
URGED
AND
ADVISED
TO
READ
THE
REGISTRATION/JOINT
PROXY
STATEMENT
CAREFULLY
WHEN
IT
BECOMES
AVAILABLE.
The Registration/Joint Proxy Statement and other relevant materials (when they
become available) and any other documents filed by Atlantic Capital or First Security with the SEC
may be obtained free of charge at the SEC’s website, at www.sec.gov. In
addition, security holders will be able to obtain free copies of the Registration/Joint Proxy Statement from
Atlantic Capital by contacting Carol Tiarsmith, Executive Vice President and Chief
Financial Officer, Atlantic Capital Bancshares, Inc. 3525 Piedmont Road, NE, Suite 500, Atlanta,
Georgia
30305,
telephone:
(404)
995-6050.
Documents
filed
with
the
SEC
by
First
Security
will
be
available
free
of
charge
from
First
Security
by
contacting
John
R.
Haddock,
Executive Vice President and Chief Financial Officer, First Security Group, Inc.,
531 Broad Street, Chattanooga, Tennessee, telephone: (423) 266-2000.
PARTICIPANTS IN THE SOLICITATION
Atlantic Capital, First Security, and certain of their directors, executive
officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies from the shareholders of Atlantic Capital and the
stockholders of First Security in connection with the proposed Merger. Information about the directors and
executive officers of Atlantic Capital will be included in the joint proxy
statement/prospectus for the proposed transaction. Information about the directors and executive officers of
First Security is included in the proxy statement for its 2015 annual meeting of
stockholders, which was filed with the SEC on April 29, 2015. Additional information regarding the
interests of such participants and other persons who may be deemed participants in
the transaction will be included in the joint proxy statement/prospectus and
the other relevant documents filed with the SEC when they become
available. This presentation to shareholders contains forward-looking statements,
including but not limited to those regarding the proposed merger between Atlantic Capital Bancshares, Inc.
(“Atlantic Capital”) and First Security Group, Inc. (“First Security”) (the
“Merger”) and the transactions related thereto. Forward-looking statements may contain words such as
“expect,” “believe,” “may,” “can,” “should,”
“will,” “forecast,” “anticipate” or similar expressions, and include the assumptions that underlie such statements. These statements are
subject to known and unknown risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements, including but not limited to:
(1) the businesses of Atlantic Capital and First Security may not integrate successfully or the integration may be more difficult, time-consuming or costly than expected; (2) the
expected growth opportunities and costs savings from the transaction may not be fully realized or may
take longer to realize than expected; (3) revenues following the transaction may be lower than
expected as a result of losses of customers or other reasons, including issues arising in connection with integration of the two banks; (4) deposit attrition,
operating costs, customer loss and business disruption following the transaction, including
difficulties in maintaining relationships with employees, may be greater than expected; (5)
governmental approvals of the transaction may not be obtained on the proposed terms or expected
timeframe; (6) the terms of the proposed transaction may need to be modified to satisfy such
approvals or conditions; (7) Atlantic Capital’s shareholders or First Security’s stockholders may fail to approve the transaction; (8) reputational risks and the reaction of
the companies’ customers to the transaction; (9) diversion of management time on Merger related
issues; (10) changes in asset quality and credit risk; (11) the cost and availability of
capital; (12) customer acceptance of the combined company’s products and services; (13) customer
borrowing, repayment, investment and deposit practices; (14) the introduction, withdrawal,
success and timing of business initiatives; (15) the impact, extent, and timing of technological changes; (16) catastrophic events in our geographic area; (17) a weakening
of the economies in which the combined company will conduct operations may adversely affect its
operating results; (18) the U.S. legal and regulatory framework, including those associated
with the Dodd Frank Wall Street Reform and Consumer Protection Act, could adversely affect the operating results of the combined company; (19) the interest rate
environment may compress margins and adversely affect net interest income; (20) competition from other
financial services companies in the companies’ markets could adversely affect operations;
and (21) Atlantic Capital may not be able to raise sufficient financing to consummate the Merger. Additional factors that could cause First Security’s results to differ
materially from those described in the forward-looking statements can be found in First
Security’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K) filed with the SEC and available at the SEC’s website
(www.sec.gov). All subsequent written and oral forward-looking statements concerning
Atlantic Capital, First Security or the proposed Merger or other matters and attributable to Atlantic
Capital, First Security or any person acting on either of their behalf are expressly qulified
in their entirety by the cautionary statements above. Atlantic Capital and First Security do not undertake any obligation to update any forward-looking statement, whether
written or oral, to reflect circumstances or events that occur after the date the forward-looking
statements are made. |