Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
02 April 2015 - 8:17AM
Edgar (US Regulatory)
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Filed by Atlantic Capital Bancshares, Inc.
pursuant to Rule 425 under the Securities Act of 1933 and deemed
filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: First Security Group, Inc. Commission File No.:
000-49747 Date: April 1, 2015 |
Customer Letter
April 1, 2015
Dear: [Name]
You may have heard that Atlantic Capital Bancshares, Inc. will acquire First Security Group, Inc. (NASDAQ: FSGI), a bank holding company that is headquartered
in Chattanooga, TN and is the parent company of FSGBank, N.A.
The merger will result in a $2.4 billion-asset commercial banking company with operations
in Atlanta, Chattanooga and Knoxville. Our headquarters will remain in Atlanta, and we will maintain corporate offices in both Atlanta and Chattanooga.
Concurrent with the transactions closing, expected in the fourth quarter of this year, Atlantic Capital intends to register our shares with the SEC and
seek a listing on NASDAQ.
This is great news for our banking family and the next phase in the development of our original vision when we started in May
of 2007. First Securitys experience in small business and specialty commercial lending will be an ideal complement to Atlantic Capitals corporate banking and commercial real estate expertise. We will be larger and more financially
flexible, with a stronger platform for building a premier financial institution in the Southeast focused on serving business and private banking clients.
Our first priority is to serve you even better than before. Our capabilities will improve from the new expertise being brought on board. And, be assured that
you will continue to have the same personalized service from the people you know.
Please visit our press page to read more about our merger
agreement with First Security. If you have any questions, feel free to contact me at (404) 995-6050 or doug.williams@atlcapbank.com.
We are
excited about the opportunity to provide even greater value for our clients and shareholders. As always, thank you for your continued support of and confidence in Atlantic Capital Bank.
Respectfully,
Douglas L. Williams
President
and Chief Executive Officer
Atlantic Capital Bancshares, Inc.
FORWARD-LOOKING STATEMENTS
This communication 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 Capitals shareholders or First Securitys
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 companys 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 Securitys results to differ materially from those
described in the forward-looking statements can be found in First Securitys 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 SECs
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 qualified 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Atlantic Capital intends to file 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 Capitals 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 SECs 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 2014 annual meeting of stockholders, which was filed with the SEC on April 23, 2014. 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.
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