State Bank Financial Corporation & Atlanta Bancorporation Announce Merger

Press release from the issuing company

Tuesday, April 29th, 2014

State Bank Financial Corporation and Atlanta Bancorporation, Inc. announced Monday the signing of a definitive agreement for State Bank Financial to acquire Atlanta Bancorporation and its wholly-owned subsidiary, Bank of Atlanta. Upon closing of the transaction, Atlanta Bancorporation will merge into State Bank Financial, immediately followed by the merger of Bank of Atlanta into State Bank and Trust Company, a wholly-owned subsidiary of State Bank Financial.

At March 31, 2014, Bank of Atlanta had approximately $198 million of total assets, $123 million of loans and $161 million of deposits. Bank of Atlanta is headquartered in midtown Atlanta and operates one additional banking office in Duluth, Georgia.

"Bank of Atlanta will be a very positive addition to State Bank," said State Bank Financial Chairman and CEO Joe Evans. "We believe it will give State Bank a much larger and more visible presence in midtown Atlanta, an expanded presence in Gwinnett County and enhanced capability in our SBA programs. Bank of Atlanta is led by a talented team of bankers we have known for many years and who share our core values, making it a natural fit for us. Together, we will do our best to ensure that Bank of Atlanta customers continue to receive the same level of hands-on, personal service to which they are accustomed with the added advantage of additional products and services State Bank can provide."

John W. Jackson, President and CEO of Bank of Atlanta, added, "Partnering with a bank that has a similar culture and commitment to service is very exciting. I am looking forward to expanding our ability to serve our customers through the strength and resources provided by State Bank."

State Bank Financial has agreed to pay approximately $25 million in cash for all outstanding shares of Atlanta Bancorporation. The agreement has been unanimously approved by the Boards of Directors of both companies and is expected to close no later than the fourth quarter of 2014. Completion of the transaction is subject to certain closing conditions, including customary regulatory approvals and the approval by Atlanta Bancorporation shareholders.

Additional information regarding this transaction will be available when State Bank Financial announces its financial results for the first quarter ended March 31, 2014, on Wednesday, April 30, 2014, with a conference call scheduled for 10:00 a.m. EDT that same morning.

Atlanta Bancorporation was represented in this transaction by FIG Partners LLC as financial advisor and Bryan Cave LLP as legal counsel. State Bank Financial was represented by Nelson Mullins Riley & Scarborough LLP as legal counsel.