Ameris Bancorp Signs Definitive Merger Agreement to Acquire Atlantic Coast Financial Corporation

Staff Report From Georgia CEO

Monday, November 27th, 2017

Ameris Bancorp, the parent company of Ameris Bank, announced the signing of a definitive merger agreement under which Ameris will acquire Atlantic Coast Financial Corporation, the parent company of Atlantic Coast Bank, Jacksonville, Florida.  Upon completion of the transaction, the combined company will have approximately $8.6 billion in assets, $6.9 billion in loans, $6.6 billion in deposits and a branching network across four states.

"We view this transaction as an extension of our plan to build scale in Northeast Florida. With a combined $1.5 billion deposits in the Jacksonville MSA, the addition of Atlantic Coast will solidify us as Northeast Florida's premier community bank. Furthermore, we are excited to grow our franchise with an outstanding team and high quality customer base. A natural complement to our existing branch network, Atlantic Coast positions us well for continued success in our markets," commented Edwin W. Hortman, Jr., President and Chief Executive Officer of Ameris.

Atlantic Coast currently operates twelve banking locations, eight of which are located within the Jacksonville, Florida MSA, three of which are in the Waycross, Georgia MSA, and one of which is in the Douglas, Georgia MSA.  This acquisition furthers Ameris's position as the largest community bank in Northeast Florida.

John K. Stephens, Jr., President and Chief Executive Officer of Atlantic Coast, said, "I fully expect our stockholders and customers will be proud to join an exceptional institution in Ameris. We could not be more excited to unlock greater potential through the new resources and products we will have available."

Under the terms of the definitive merger agreement, each share of Atlantic Coast common stock will be converted into the right to receive 0.17 shares of Ameris common stock and $1.39 in cash. The transaction is valued at approximately $145.0 million in the aggregate based on Ameris's closing stock price of $47.30 as of November 16, 2017.

The merger agreement has been unanimously approved by the board of directors of each company.  The transaction is expected to close in the second quarter of 2018 and is subject to customary closing conditions, including the receipt of regulatory approvals and the approval of the stockholders of Atlantic Coast.

Keefe, Bruyette & Woods, Inc. served as financial advisor and Rogers & Hardin LLP provided legal counsel to Ameris. Hovde Group, LLC served as financial advisor and Igler and Pearlman, P.A. provided legal counsel to Atlantic Coast Financial Corporation.