UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

~~____________________~~Date of Report (Date of earliest event reported): November 23, 2012

~~Date~~The ofSavannah ~~Report (Date of earliest event reported): August 7~~Bancorp, ~~2012~~ Inc.

~~The Savannah Bancorp, Inc.~~ (Exact name of registrant as specified in its charter)

Georgia		0-18560		58-1861820
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

25 Bull Street, Savannah, Georgia 31401 ~~(Address of principal executive offices) (Zip Code)~~

(~~912)~~Address ~~629-6486~~of ~~(Registrant’s~~principal ~~telephone~~executive ~~number,~~offices) ~~including~~(Zip ~~area code~~Code)

(912) 629-6486

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

S x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

OnThis ~~August~~Current 7,Report ~~2012,~~on ~~The~~Form 8-K ~~Savannah~~is ~~Bancorp,~~being ~~Inc.~~filed ~~(the~~pursuant ~~“Company”)~~to ~~entered~~a ~~into~~memorandum anof understanding regarding settlement of certain litigation relating to the Agreement and Plan of Merger (the “Merger Agreement”), ~~with~~dated ~~SCBT~~as ~~Financial~~of ~~Corporation~~August 7, a2012, ~~South~~entered ~~Carolina~~into ~~corporation~~among The Savannah Bancorp Inc. (“SAVB”) and SCBT Financial Corporation (“SCBT”)~~. The~~, ~~Merger~~pursuant ~~Agreement~~to ~~provides~~which ~~that~~SAVB will, subject to the ~~terms~~satisfaction ~~and~~of ~~conditions~~certain ~~set~~terms ~~forth~~and ~~in the Merger Agreement~~conditions, ~~the Company will~~ merge with and into SCBT ~~Financial (the “Merger”)~~, with SCBT ~~Financial~~ continuing as the surviving ~~corporation~~entity (the “~~Surviving Corporation~~Merger”). ~~The~~This ~~Merger~~Current ~~Agreement~~Report ~~also~~on ~~provides~~Form ~~that,~~8-K ~~immediately~~supplements ~~following~~disclosures ~~the~~made ~~closing~~in of the ~~Merger~~definitive ~~(the~~joint ~~“Closing”),~~proxy ~~The~~statement/prospectus ~~Savannah~~of ~~Bank,~~SAVB ~~N.A.~~and SCBT, adated ~~national~~October 26, ~~banking~~2012 ~~association~~previously ~~and~~mailed ~~wholly-owned~~to ~~subsidiary~~shareholders of ~~the~~SAVB ~~Company (“Savannah Bank”),~~ and ~~Bryan~~SCBT ~~Bank & Trust, a Georgia banking corporation~~ and ~~wholly-owned~~filed ~~subsidiary~~on ofOctober ~~the Company (“Bryan~~26,” ~~and~~2012 ~~together~~ with ~~Savannah Bank,~~ the ~~“Company~~Securities ~~Bank Subsidiaries”), will merge with~~ and ~~into~~Exchange ~~SCBT~~Commission ~~(the~~as ~~“Bank~~part ~~Merger”),~~of a ~~South~~registration ~~Carolina~~statement ~~banking corporation and wholly-owned subsidiary~~ of SCBT ~~Financial~~on Form S-4 (the “~~Buyer~~Joint ~~Bank~~Proxy Statement/Prospectus”)~~, with Buyer Bank continuing as the surviving bank following the Bank Merger~~. ~~The Merger Agreement was unanimously approved by the board of directors of each of the Company and SCBT Financial.~~

AtSettlement ~~the Closing~~ of the Merger, each outstanding share of the Company’s common stock (the “Company Common Stock”) will be converted into the right to receive 0.2503 shares of common stock of SCBT Financial (“SCBT Common Stock”), subject to the payment of cash in lieu of fractional shares of SCBT Common Stock. Litigation

~~The~~As ~~Merger~~previously ~~Agreement~~disclosed ~~contains~~at ~~customary~~page ~~representations~~108 ~~and~~of ~~warranties from~~ the ~~Company~~Joint ~~and~~Proxy ~~SCBT Financial~~Statement/Prospectus, ~~and~~on ~~each~~October ~~party has agreed to customary covenants~~11, ~~including~~2012, ~~among~~a ~~others,~~purported ~~covenants~~shareholder ~~relating~~of toSAVB ~~(1)~~filed ~~the~~a ~~conduct~~lawsuit ofin the ~~Company’s~~Supreme ~~businesses~~Court ~~during~~of the ~~interim~~State ~~period between the execution~~ of ~~the~~New ~~Merger~~York ~~Agreement and~~ (the ~~Closing~~“Court”), ~~(2)~~captioned ~~each~~Rational ~~party’s~~Strategies ~~obligations~~Fund tov. ~~facilitate~~Robert ~~its~~H. ~~shareholders’ consideration of~~Demere, ~~and~~Jr. ~~voting~~et ~~upon~~al., ~~the~~No. ~~necessary~~653566/2012 ~~approval in connection with~~ (the ~~Merger~~“Action”), ~~(3)~~naming ~~the~~SAVB, ~~recommendation~~members byof ~~the~~SAVB’s board of directors ofand ~~each~~SCBT ~~party~~as indefendants. ~~favor~~The ofAction ~~the~~alleges ~~necessary~~that ~~approval by its shareholders~~SAVB, ~~(4) the Company~~SAVB’s ~~non-solicitation~~directors ~~obligations~~and ~~relating~~SCBT tobreached ~~alternative~~duties ~~business~~and/or ~~combination~~aided ~~transactions,~~ and ~~(5)~~abetted ~~SCBT~~such ~~Financial’s~~breaches ~~obligation~~by failing to ~~establish~~disclose ancertain ~~advisory~~material ~~board~~information ~~consisting~~about of the ~~current~~Merger. ~~directors~~Among ofother ~~the Company~~relief, ~~and~~ the ~~obligation~~complaint ofseeks ~~such directors~~ to ~~enter~~enjoin ~~into~~the ~~advisory~~Merger ~~board~~and ~~member~~the ~~agreements~~payment ~~(the~~of ~~“Advisory~~attorneys’ ~~Board~~fees ~~Member~~and ~~Agreements”)~~expenses.

~~Completion~~On ofNovember ~~the~~23, ~~Merger~~2012, isdefendants ~~subject~~entered tointo ~~certain~~a ~~customary~~memorandum ~~conditions,~~of ~~including~~understanding (1)the ~~approval~~“Memorandum of ~~the~~Understanding”) ~~Merger~~with ~~Agreement~~plaintiff byregarding ~~the~~a ~~Company’s~~settlement ~~shareholders and~~ of the ~~share~~Action. ~~issuance~~Pursuant byto ~~SCBT~~the ~~Financial’s~~Memorandum ~~shareholders, (2) receipt~~ of ~~required~~Understanding, ~~regulatory~~defendants ~~approvals~~agreed, ~~(3)~~among ~~the~~other ~~absence~~things, ofto ~~any~~disclose ~~law~~the oradditional ~~order~~information ~~prohibiting~~set ~~the~~forth ~~consummation~~below ofregarding the Merger, ~~(4)~~which ~~approval~~should ofbe ~~the~~read ~~listing~~in on the ~~Nasdaq~~context ~~Global Market~~ of, ~~the~~and ~~SCBT~~together ~~Common~~with, ~~Stock~~the todisclosures ~~be issued~~ in the ~~Merger~~Joint ~~and~~Proxy ~~(5)~~Statement/Prospectus. ~~the~~While ~~effectiveness of~~ the ~~registration~~defendants ~~statement~~believe ~~for~~that the ~~SCBT~~original ~~Common~~Joint ~~Stock~~Proxy toStatement/Prospectus bedisclosed ~~issued~~all inmaterial ~~the~~facts ~~Merger. Each~~concerning ~~party’s~~the ~~obligation~~proposed totransaction, ~~complete~~ the ~~Merger~~defendants isagreed ~~also subject~~ to ~~certain~~make the additional ~~customary~~disclosures ~~conditions,~~in ~~including~~order ~~(1) subject~~ to ~~certain~~settle ~~exceptions,~~ the ~~accuracy~~action ~~of the representations~~ and ~~warranties~~avoid of the ~~other party~~burden, ~~(2)~~expense ~~performance~~and inuncertainty ~~all~~of ~~material~~further ~~respects~~litigation. byThe ~~the~~agreement ~~other~~to ~~party~~make ~~of its obligations under~~ the ~~Merger~~additional ~~Agreement,~~disclosures ~~(3)~~specified ~~receipt~~herein bydoes ~~such~~not ~~party~~constitute of an ~~opinion~~acknowledgement ~~from its counsel to the effect~~ that ~~the~~these ~~Merger~~additional ~~will~~disclosures ~~qualify~~are asrequired aunder ~~reorganization~~any ~~within~~applicable, ~~the~~state ~~meaning~~or offederal ~~the Internal Revenue Code of 1986~~law, ~~as amended~~statute, ~~and~~rule ~~(4)~~or ~~absence of a material~~regulation.

~~-2-~~The Memorandum of Understanding provides that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to SAVB’s shareholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the Court will consider the fairness, reasonableness, and adequacy of the settlement. If the settlement is finally approved by the Court, it will resolve and release all claims in the Action that were or could have been brought challenging any aspect of the Merger, the Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to shareholders prior to final approval of the settlement. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the Court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the Memorandum of Understanding may be terminated.

~~The~~Employment ~~Merger~~Agreements ~~Agreement~~between ~~provides certain termination rights for both the Company and~~ SCBT ~~Financial~~ and ~~further~~each ~~provides that upon termination~~ of ~~the~~John ~~Merger~~C. ~~Agreement~~Helmken ~~under~~II ~~certain~~and ~~circumstances,~~Jerry ~~SCBT~~O’Dell ~~Financial or the Company will be obligated to pay the Company, or SCBT Financial, as applicable, a termination fee of $2,600,000.~~Keith

~~The~~As ~~foregoing~~described ~~description~~in of the ~~Merger~~section ~~and~~of the ~~Merger~~Joint ~~Agreement~~Proxy ~~does~~Statement/Prospectus ~~not~~entitled ~~purport~~“The toMerger—Interests beof ~~complete~~SAVB’s Directors and isExecutive ~~qualified~~Officers in ~~its entirety by reference to~~ the Merger ~~Agreement~~,” ~~which~~each isof ~~attached hereto as Exhibit 2~~Messrs.1 Helmken and ~~incorporated~~Keith byentered ~~reference~~into ~~herein. The~~an ~~Merger~~employment ~~Agreement~~agreement ~~has~~with ~~been~~SCBT ~~attached~~that asbecomes aneffective ~~exhibit~~upon tothe ~~this~~closing ~~report~~of inthe ~~order~~Merger. SCBT toindicated ~~provide~~in ~~investors~~the ~~and~~course ~~security~~of ~~holders~~discussions with ~~information~~SAVB regarding ~~its~~the ~~terms. It~~Merger isthat ~~not~~it ~~intended~~wished to ~~provide~~have ~~any~~Mr. Helmken’s ~~other~~employment ~~financial~~agreement ~~information~~finalized ~~about~~concurrently ~~the~~with ~~Company,~~entering ~~SCBT~~into ~~Financial~~the orMerger ~~their respective subsidiaries and affiliates~~Agreement. ~~The~~ Mr. Keith’s ~~representations,~~agreement ~~warranties~~was ~~and~~negotiated ~~covenants~~following ~~contained~~the inexecution of the Merger Agreement. ~~were~~In ~~made~~addition ~~only~~to ~~for~~the ~~purposes~~terms of ~~that~~the ~~agreement~~employment ~~and~~agreements asdescribed ofin ~~specific~~the ~~dates,~~Joint ~~are~~Proxy ~~solely~~Statement/Prospectus, ~~for~~ the ~~benefit~~employment ofagreements ~~the~~provide ~~parties~~for toan ~~the~~annual ~~Merger~~base ~~Agreement~~salary of $255,000 ~~may~~for beMr. Helmken ~~subject~~and to$195,000 ~~limitations~~for ~~agreed~~Mr. Keith. Both ~~upon~~Mr. Helmken byand ~~the~~Mr. Keith ~~parties,~~are ~~including~~eligible ~~being~~to ~~qualified~~participate byin ~~confidential~~SCBT’s ~~disclosures~~annual ~~made~~performance-based ~~for~~incentive ~~the~~plans ~~purposes~~for offiscal ~~allocating~~year ~~contractual~~2013 ~~risk~~in ~~between~~accordance with the ~~parties~~terms toand ~~the~~conditions ~~Merger~~for ~~Agreement~~similarly ~~instead~~situated employees of ~~establishing~~SCBT ~~these~~under ~~matters~~such asplans ~~facts,~~(with ~~and~~such ~~may~~terms beand ~~subject~~conditions tonot ~~standards~~yet ofestablished) ~~materiality~~and ~~applicable~~each toof ~~the~~Messrs. Helmken ~~parties~~and ~~that~~Keith ~~differ~~is ~~from~~eligible ~~those~~for ~~applicable~~(i) an toannual ~~investors. Investors~~cash ~~should~~incentive ~~not~~target ~~rely~~of on30% ~~the~~of ~~representations,~~his ~~warranties~~annual orbase ~~covenants~~salary orand ~~any~~(ii) an ~~description~~annual ~~thereof~~equity asincentive ~~characterizations~~target of ~~the~~10% ~~actual~~of ~~state~~his ofannual ~~facts~~base orsalary, ~~condition~~in ofall ~~the~~cases ~~Company,~~subject ~~SCBT~~to ~~Financial~~the orexecutive’s ~~any~~continued ofemployment ~~their~~through ~~respective~~the ~~subsidiaries~~applicable orpayment ~~affiliates~~date. ~~Moreover,~~ Except ~~information~~as ~~concerning~~described in the ~~subject~~Joint ~~matter~~Proxy ofStatement/Prospectus ~~the~~and ~~representations~~above, ~~warranties~~there ~~and~~are ~~covenants~~no ~~may~~agreements ~~change~~or ~~after~~understandings ~~the~~between ~~date~~either of ~~the~~Mr. Helmken ~~Merger~~or ~~Agreement~~Mr. Keith, ~~which~~on ~~subsequent~~the ~~information~~one ~~may~~hand, orand ~~may~~SCBT, ~~not~~on ~~be fully reflected in public disclosures by~~ the ~~Company~~other hand.

~~Voting~~Advisory ~~Agreements~~Board

InAs ~~connection~~described ~~with~~in ~~entering~~the ~~into~~section of the ~~Merger~~Joint ~~Agreement,~~Proxy ~~SCBT~~Statement/Prospectus ~~Financial~~entitled ~~entered~~“The ~~into~~Merger—Interests aof ~~Voting~~SAVB’s Directors and ~~Support~~Executive ~~Agreement~~Officers ~~with~~in the Merger,” each non-employee member of ~~the~~SAVB’s ~~directors~~board of directors will serve on an advisory board established by SCBT to monitor the ~~Company~~company’s performance and ~~certain~~operations ~~other~~in ~~executive~~the ~~officers~~Savannah, ~~and~~Georgia ~~shareholders~~metropolitan ofstatistical area. In connection with serving on the ~~Company~~advisory ~~(collectively~~board, ~~the~~each ~~“Voting~~advisory ~~Agreements”). The~~board ~~parties~~member towill receive for a three-year period following the ~~Voting~~closing ~~Agreements~~date ~~beneficially~~a ~~own~~cash inretainer consistent with the ~~aggregate~~board ~~approximately~~retainer ~~21%~~the ofSAVB directors currently receive with respect to services provided to the ~~outstanding~~SAVB ~~shares~~board of ~~Company~~directors, ~~Common~~and ~~Stock. The~~each ~~Voting~~board ~~Agreements~~member ~~generally~~has ~~require~~agreed ~~that~~not ~~the~~to ~~shareholders~~engage ~~party~~in ~~thereto~~any ~~vote~~competitive ~~all~~activity ofor ~~their~~solicit ~~shares~~clients or employees of ~~Company~~SAVB ~~Common~~or ~~Stock~~SCBT during that three-year period. SCBT indicated in ~~favor~~the course of discussions with SAVB regarding the Merger ~~and~~that ~~against~~the ~~alternative~~ongoing ~~transactions~~services of the SAVB board members and ~~generally~~the ~~prohibit~~agreement ~~such~~of ~~shareholders~~the ~~from~~SAVB ~~transferring~~board ~~their~~members ~~shares~~to ofthe ~~Company~~restrictive ~~Common~~covenants ~~Stock~~referenced ~~prior~~above were important to the ~~consummation~~success of the Merger. The ~~Voting~~terms ~~Agreements~~of ~~will~~the ~~terminate~~advisory ~~upon~~board ~~the~~agreements ~~earlier~~were ofnegotiated ~~the~~and ~~consummation~~finalized ofconcurrently with the ~~Merger~~negotiation orof the ~~termination~~terms of the Merger Agreement ~~in accordance with its terms~~.

~~-3-~~Background of the Merger

~~The~~· As ~~foregoing~~described ~~description~~on pages 72-73 of the ~~Voting~~Joint ~~Agreements~~Proxy ~~does~~Statement/Prospectus, ~~not~~STRH ~~purport~~contacted toSCBT, beafter ~~complete~~consultation ~~and~~with isSAVB, ~~qualified~~toward the end of June 2012 to ascertain SCBT’s continued interest in ~~its~~exploring ~~entirety~~a bypotential ~~reference~~combination towith SAVB. This contact was made on the ~~form~~basis of ~~Voting~~STRH’s ~~Agreement,~~professional ~~which~~judgment isthat ~~attached~~SCBT’s ~~hereto~~continued interest in a potential business combination with SAVB was viewed by SAVB and STRH as ~~Exhibit~~being ~~10.1~~the strongest and ~~incorporated~~most bycredible ~~reference~~of ~~herein~~all of the parties who had previously communicated an interest in such a transaction.

~~Advisory Board Member Agreements~~2

~~SCBT~~· As ~~Financial~~described ~~will~~on ~~establish~~page 73 anof ~~advisory~~the ~~board~~Joint ~~consisting~~Proxy ofStatement/Prospectus, ~~each~~following of the ~~members~~June 29, of2012 ~~the~~meeting ~~Company’s~~between ~~board~~SCBT ofrepresentatives ~~directors~~ and ~~any~~SAVB ~~additional~~directors ~~individuals~~and ~~appointed~~representatives byof ~~SCBT~~STRH, ~~Financial~~J. inCurtis ~~its~~Lewis ~~sole~~III, ~~discretion~~Chairman toof ~~monitor~~SAVB’s ~~the~~board ~~operations~~of ~~in the Savannah~~directors, ~~Georgia~~received ~~area. In~~an ~~connection~~initial ~~with~~letter ~~joining~~from the ~~advisory~~CEO ~~board,~~of ~~each~~SCBT ~~sitting~~proposing ~~member~~a combination of ~~the~~SAVB ~~Company’s~~and ~~board~~SCBT ofthrough ~~directors~~an asall-stock oftransaction. ~~the~~The ~~Closing~~letter ~~(each~~proposed apreliminary ~~“Savannah~~indicative ~~Director”)~~consideration ~~will~~to ~~enter~~SAVB’s ~~into~~shareholders anvalued ~~Advisory~~in ~~Board~~the ~~Member~~range ~~Agreement,~~of ~~which~~$10.00 ~~generally~~per ~~provides~~share, ~~for~~based ~~each~~on ~~such~~a ~~Savannah~~fixed ~~Director~~exchange toratio ~~receive~~of ~~advisory~~shares ~~fees,~~of ~~paid~~SCBT ~~monthly,~~common stock for ~~the~~each ~~three-year~~share ~~period~~of ~~immediately~~common ~~following~~stock ~~the~~of ~~Closing~~SAVB. ~~that~~The ~~are~~proposal ~~equivalent~~was tobased ~~the~~solely ~~board~~on ~~retainer~~a ~~fees~~preliminary ~~paid~~review toof ~~the~~public ~~Savannah~~information ~~Directors~~and ~~immediately~~was ~~prior~~subject to ~~the~~numerous ~~Closing~~conditions inincluding ~~exchange~~SCBT’s ~~for~~due ~~each~~diligence ~~Savannah~~on ~~Director~~SAVB ~~agreeing~~and tocontemplated ~~non-competition~~that ~~and~~the ~~non-solicitation~~terms ~~(with~~of ~~respect~~a tofinal ~~both~~proposal, ~~customers~~including ~~and~~pricing ~~employees)~~terms, ~~covenants~~would ~~for~~be ~~the~~negotiated ~~three-year~~following ~~period~~due ~~immediately~~diligence ~~following~~by the ~~Closing~~respective companies.

~~The~~· As ~~foregoing~~described ~~description~~on pages 73-74 of the ~~Advisory~~Joint ~~Board~~Proxy ~~Member~~Statement/Prospectus, ~~Agreements~~on ~~does~~July 11, ~~not~~2012, ~~purport~~SAVB’s toboard beof ~~complete~~directors ~~and~~held isa ~~qualified~~special meeting during which SCBT’s interest in ~~its~~a ~~entirety~~potential bytransaction ~~reference~~was tothoroughly ~~the~~discussed. ~~form~~SAVB’s board of ~~Advisory~~directors ~~Board~~received ~~Member~~a ~~Agreements,~~presentation ~~which~~from isSTRH that included a preliminary financial analysis of SCBT’s proposal. SAVB’s board of directors and representatives of STRH discussed STRH’s analysis of SAVB’s intrinsic value and SAVB’s prospects as ~~Exhibit~~a Bstand-alone company, including estimates of earnings per share and net income available to common shareholders. SAVB’s board of directors also discussed other strategic alternatives, including the ~~Merger~~potential ~~Agreement~~asset sale and potential capital raise the SAVB board had been considering, ~~filed~~including asthe ~~Exhibit~~fact ~~2.1~~that ofsince ~~this~~SAVB’s ~~Form~~board ~~8-K~~began pursuing the asset sale and capital raise in the Fall of 2011, the terms and ~~incorporated~~conditions byof ~~reference~~both ~~herein~~the potential capital raise and asset sale had become significantly less favorable to SAVB and its existing shareholders.

~~Item~~· As described on page 74 of the Joint Proxy Statement/Prospectus, during July 25 and July 26, SAVB and SCBT maintained contact through their representatives and discussed several possible pricing scenarios. The consideration offered in these scenarios varied from $8.0100 per share of SAVB common stock to $9.00 ~~Other~~per ~~Events~~share of SAVB common stock, the latter figure being reflected in the revised proposal received by Mr. Lewis from the CEO of SCBT on July 26, 2012, subject to certain conditions, as described in the Joint Proxy Statement/Prospectus.

· As ~~reflected~~described inon pages 74-75 of the ~~Company~~Joint Proxy Statement/Prospectus, SAVB’s ~~consolidated~~board ~~financial~~of ~~statements~~directors ~~included~~reviewed inand ~~its~~thoroughly ~~Quarterly~~discussed ~~Report~~SCBT’s July 26 proposal at a meeting held on ~~Form~~July 27, 102012 with representatives of STRH, FIG and Alston & Bird. SAVB’s board of directors and representatives of STRH discussed STRH’s analysis of SAVB’s intrinsic value and SAVB’s prospects as a stand-Qalone ~~for~~company. ~~the~~STRH ~~period~~reiterated ~~ending~~and ~~March~~updated 31its analysis, ~~2012~~discussed above, showing that, subject to certain assumptions, including the ~~Company~~successful ~~had~~completion ~~recorded~~of the capital raise on the terms discussed below, the stand-alone discounted future value of SAVB would be in the range of $124.308 ~~million~~to $6.73 per share. The board of ~~deferred~~directors ~~tax~~also ~~assets~~received a preliminary financial analysis from FIG comparing the asset sale and capital raise with the potential transaction with SCBT. ~~These~~This ~~tax~~analysis ~~assets~~showed ~~were~~that, ~~recorded~~subject asto acertain ~~result~~assumptions, including completion of ~~temporary~~the ~~book~~asset sale and ~~tax~~the ~~differences~~capital ~~and~~raise, ~~federal~~SAVB’s common stock would have an estimated value of between $6.42 and ~~state~~$7.89 ~~tax~~per ~~carryforwards~~share if SAVB remained independent.

~~Accounting~~At ~~standards~~the ~~provide~~July 27 ~~guidance~~meeting, ~~for~~STRH’s ~~determining~~preliminary ~~when~~analysis aof ~~company~~SCBT’s isproposal ~~required~~included toan ~~record~~analysis aof ~~valuation~~various ~~allowance~~transaction ~~against its deferred tax assets. A valuation allowance is required for deferred tax assets if~~multiples, ~~based~~as onwell ~~available~~as ~~evidence,~~an itanalysis ~~is more likely than not that all or some portion~~ of ~~the~~a ~~asset~~pro ~~may~~forma ~~not~~balance besheet ~~realized~~and ~~due~~pro toforma ~~the~~credit ~~inability to generate sufficient taxable income in the period~~ and~~/or~~ ofcapital ~~the character necessary to utilize the benefit of the deferred tax asset~~ratios. InSTRH’s ~~making~~analysis ~~this assessment, all sources~~ of ~~taxable~~SAVB’s ~~income~~prospects ~~available~~as toa ~~realize~~stand-alone ~~the~~company ~~deferred~~indicated ~~tax asset are considered~~that, ~~including~~assuming ~~taxable~~SAVB ~~income~~undertook ina ~~prior~~$55 ~~carry-back~~million ~~years,~~convertible ~~future~~preferred ~~reversals~~capital ofraise ~~existing~~at ~~temporary~~a ~~differences,~~$5.00 ~~tax~~conversion ~~planning~~price ~~strategies,~~ and ~~future~~a ~~taxable~~6% ~~income~~annual ~~exclusive~~coupon ofand ~~reversing~~subject ~~temporary~~to ~~differences~~certain ~~and~~other ~~carry-forwards.~~assumptions, ~~The~~the ~~predictability~~discounted ~~that~~ future ~~taxable~~value ~~income, exclusive~~ of ~~reversing~~SAVB’s ~~temporary~~common ~~differences,~~stock ~~will~~was ~~occur~~approximately is$5.58 ~~the~~per ~~most subjective of the sources listed~~share. The ~~presence~~analysis ofalso ~~cumulative~~estimated ~~losses in recent years is considered significant negative evidence~~that, ~~making~~subject ~~it difficult for a company~~ to ~~rely~~the onsame ~~future taxable income~~assumptions, ~~exclusive~~earnings ofto ~~reversing~~common ~~temporary~~shareholders ~~differences~~ and ~~carry-forwards,~~fully asdiluted aearnings ~~reliable~~per ~~source~~share ofwould ~~taxable~~be ~~income~~as tofollows ~~realize a deferred tax asset. Judgment is a critical element~~ in ~~making this assessment. Changes in~~ the ~~valuation~~years ~~allowance~~following ~~that result from favorable changes in those circumstances that cause a change in judgment about~~ the ~~realization~~capital ofraise ~~deferred~~(all ~~tax~~numbers ~~assets~~ in ~~future years are recorded through income tax expense.~~thousands):

-4-

	Year 1		Year 2		Year 3		Year 4		Year 5
Earnings to Common Shareholders(1)	$	11,888	$	6,262	$	5,744	$	8,757	$	14,311
Fully Diluted Earnings per Share (tax adjusted(2))	$	0.23	$	0.14	$	0.32	$	0.48	$	0.79

As a result of entering into the Merger Agreement, and thus contractually agreeing to forego certain other strategic initiatives that the Company had previously intended to pursue, the positive evidence considered in support of the Company’s use of forecasted future earnings as a source of realizing deferred tax assets became insufficient to overcome the negative evidence associated with its pre-tax cumulative loss position. In assessing the need for a valuation allowance, the Company considered all available evidence about the realization of deferred tax assets, both positive and negative, that could be objectively verified. Accordingly, the Company presently expects to record a valuation allowance against its deferred tax assets in the range of $12 to $13 million during the quarter ending September 30, 2012. The valuation allowance is not reflected in the Company’s consolidated financial statements for the quarter ended June 30, 2012, because, while the Company’s entrance into the Merger Agreement is a subsequent event for purposes of the quarter ended June 30, 2012, the conditions that the Company considered in determining to record a valuation allowance were not present at any time during the quarter ended June 30, 2012.3

As(1) Assumes aconversion ~~result, the Company will record the allowance against its deferred tax asset through income tax expense, which will reduce our net income on our statement~~ of ~~operations~~convertible ~~and~~preferred ~~reduce~~stock ~~our shareholder’s equity by the same amount. However, this should not have a material effect on the regulatory capital ratios of the Company or its subsidiaries,~~ in ~~that~~Year ~~a significant portion of this deferred tax asset was already disallowed for regulatory capital purposes~~4.

In(2) Tax ~~connection~~adjustments ~~with~~reflect ~~the~~an ~~other~~estimated ~~strategic~~tax ~~initiatives~~reversal ~~that~~in ~~the~~Year ~~Company was pursuing up to and until the time that the Company entered into the Merger Agreement~~1, ~~the~~no ~~Company~~tax ~~prepaid~~provision ~~total~~in ~~expenses~~Year ~~of approximately $850~~2,~~000. As~~ aand ~~result~~fully oftaxable ~~entering~~incomes ~~into~~in ~~the~~Year ~~Merger Agreement~~3, ~~the~~Year ~~Company~~4 ~~will~~and ~~expense~~Year ~~these amounts during the quarter ending September 30, 2012~~5.

~~Item~~STRH’s ~~9.01.~~analysis ~~Financial~~also ~~Statement~~showed ~~and~~that ~~Exhibits~~the capital raise, if successfully conducted on the terms described above, would result in an estimated 60% ownership dilution to current common shareholders of SAVB.

~~(d)~~Opinion ~~Exhibits~~of SunTrust Robinson Humphrey, Inc.

~~Exhibit~~· As Nodescribed in the section of the Joint Proxy Statement/Prospectus entitled “Opinion of SunTrust Robinson Humphrey, Inc. ~~Description~~—Selected Precedent Transactions Analysis,” STRH reviewed and analyzed certain financial data related to 19 completed bank mergers and acquisitions announced between January 1, 2010 and August 6, 2012, which involved target banks based in the United States with the following characteristics: (a) total assets, for the most recent quarter reported, of between $500 million and $2.5 billion and (b) ratio of nonperforming assets to total assets, for the most recent quarter reported, between 3.0% and 10.0% (the “Size/Asset Quality Precedent Transactions”). The transaction multiples for each of these transactions is listed below:

~~2.1 Agreement and Plan of Merger, dated as of August 7, 2012, by and between SCBT Financial Corporation and The Savannah Bancorp, Inc.~~4

10.1 Form of Voting and Support Agreement (included as Exhibit A to the Agreement and Plan of Merger, filed as Exhibit 2.1 of this Form 8-K).


Buyer/Target	Announce Date	Target State	City	Assets ($000)	ROAA (LTM)		Pre Pre ROAA (LTM)(1)		NPAs/ Assets		TCE/TA		Announced Deal Value ($mm)	% of Consideration in Stock		LTM Pre Pre Earnings (2)(5)	LTM A/T Earning (5)	BV	TCBV	Adj. TCBV (3)	Core Deposit Premium (%)		Calculated/ Adjusted Core Deposit Premium (3)		Assets (%)		One Day Stock Premium		30 Day Stock Premium

Cith Holding Company / Community Financial Corp	08/02/2012	VA	Staunton	$503,907	0.35	%	1.5	%	7.3	%	7.5	%	$25.1	99.5	%	3.26x	23.55x	0.66x	0.66x	3.13x	(8.7	)%	5.4	%	5.0	%	53.8	%	56.9	%
Customers Bancorp, Inc./ Acacia Federal Savings Bank	06/20/2012	VA	Falls Church	1,019,899	(0.04	)%	NM		6.4	%	12.2	%	65.0	69.2	%	NM	NM	0.52x	0.52x	NA	(9.5	)%	NA		6.4	%	NA		NA
Berkshire Hills Bancorp, Inc./ Beacon Federal Bancorp, Inc.	05/31/2012	NY	East Syracuse	1,024,743	0.52	%	1.4	%	4.0	%	11.1	%	130.4	47.0	%	8.98x	23.81x	1.17x	1.17x	1.38x	3.4	%	7.4	%	12.7	%	48.9	%	56.6	%
Trustmark Corp/ BancTrust Financial Group, Inc.	05/28/2012	AL	Mobile	2,008,787	(2.30	)%	NM		8.3	%	3.0	%	55.4	100.0	%	NM	NM	0.87x	0.92x	NA	(4.0	)%	8.4	%	2.8	%	62.2	%	57.3	%
Park Sterling Corporation/ Citizens South Banking Corp	05/13/2012	NC	Gastonia	1,073,815	(0.09	)%	0.7	%	3.6	%	6.4	%	77.8	68.9	%	10.80x	NM	1.12x	1.14x	1.32x	(1.6	)%	2.7	%	7.2	%	35.2	%	53.7	%
WashingtonFirst Bankshares, Inc/ Alliance Bankshares Corporation	05/03/2012	VA	Chantilly	508,664	(1.39	)%	(0.4	)%	3.3	%	5.5	%	24.2	77.6	%	NM	NM	0.87x	0.87x	1.06x	(1.2	)%	0.4	%	4.8	%	15.4	%	13.5	%
Washington Federal, Inc/ South Valley Bancorp, Inc.	04/04/2012	OR	Klamath Falls	868,686	(0.50	)%	0.7	%	5.4	%	7.7	%	72.7	46.1	%	12.98x	NM	1.06x	1.10x	NA	1.0	%	NA		8.4	%	NA		NA
Capital Bank Financial Corp/ Southern Community Financial Corp	03/26/2012	NC	Winston-Salem	1,502,578	0.20	%	0.9	%	7.5	%	3.7	%	120.4	NM	(4)	5.45x	NM	2.16x	1.40x	NM	2.3	%	6.6	%	8.0	%	NA		126.2	%
Old National Bancorp/ Indiana Community Bancorp	01/24/2012	IN	Columbus	984,607	(0.17	)%	1.4	%	4.3	%	6.8	%	103.2	77.9	%	5.61x	NM	1.20x	1.20x	4.01x	1.6	%	7.6	%	8.2	%	61.5	%	63.2	%
SCBT Financial Corp/ Peoples Bancorporation, Inc.	12/19/2011	SC	Easley	545,856	0.38	%	1.8	%	5.2	%	8.3	%	41.5	67.9	%	2.80x	22.81x	0.62x	0.62x	1.22x	(4.6	)%	1.4	%	5.2	%	NA		NA
Opus Bank/ RMG Capital Corp	06/06/2011	CA	Fullerton	684,373	0.15	%	0.6	%	3.6	%	5.5	%	49.2	NA		11.63x	NM	1.30x	1.31x	NA	1.8	%	NA		7.2	%	NA		NA
Park Sterling Corp/ Community Capital Corp	03/30/2011	SC	Greenwood	655,934	(0.75	)%	0.9	%	6.7	%	7.0	%	32.3	58.9	%	4.81x	NM	0.68x	0.70x	1.31x	(3.2	)%	1.8	%	4.9	%	21.2	%	16.4	%
IBERIABANK Corp/ Omni Bancshares Inc.	02/21/2011	LA	Metairie	736,339	(0.06	)%	0.3	%	8.8	%	4.2	%	40.0	100.0	%	19.93x	NM	1.29x	1.29x	NM	1.4	%	7.3	%	5.4	%	NA		NA
Susquehanna Bancshares Inc./ Abington Bancorp Inc	01/26/2011	PA	Jenkintown	1,247,096	0.61	%	0.9	%	3.2	%	17.0	%	273.8	96.1	%	24.43x	35.61x	1.29x	1.29x	1.41x	9.1	%	11.7	%	22.0	%	13.8	%	9.4	%
American National Bancshares/ MidCarolina Financial Corp	12/15/2010	NC	Burlington	552,299	0.21	%	1.5	%	4.0	%	6.7	%	43.7	88.6	%	5.14x	NM	1.18x	1.18x	2.10x	0.5	%	7.2	%	7.9	%	NA		149.2	%
Nara Bancorp Inc./ Center Financial Corp.	12/09/2010	CA	Los Angeles	2,267,439	(0.38	)%	1.6	%	3.0	%	9.6	%	286.3	100.0	%	8.24x	NM	1.32x	1.32x	1.63x	NM		8.9	%	12.6	%	7.6	%	22.8	%
Community Bancorp LLC/ Cadence Financial Corp.	10/06/2010	MS	Starkville	1,733,123	(0.52	)%	(0.1	)%	6.3	%	4.0	%	68.8	NM	(4)	NM	NM	0.43x	0.43x	1.22x	(4.4	)%	0.5	%	1.7	%	20.2	%	100.2	%
Old National Bancorp/ Monroe Bancorp	10/05/2010	IN	Bloomington	838,122	(0.14	)%	1.4	%	4.7	%	6.7	%	90.5	100.0	%	7.54x	NM	1.62x	1.62x	2.60x	6.2	%	10.1	%	10.8	%	NA		NA
F.N.B. Corp./ Comm Bancorp Inc.	08/09/2010	PA	Clarks Summit	641,765	(0.82	)%	1.0	%	3.9	%	8.3	%	67.8	74.6	%	10.72x	NM	1.26x	1.27x	1.27x	3.0	%	3.0	%	10.6	%	64.1	%	127.4	%
				75th Percentile	0.20	%	1.44	%	6.6	%	8.3	%	$96.8	99.6	%	11.22x	26.76x	1.29x	1.29x	2.10x	2.1	%	7.8	%	9.5	%	57.7	%	100.2	%
				Median	(0.09	)%	0.92	%	4.7	%	6.8	%	$67.8	77.8	%	8.24x	23.68x	1.17x	1.17x	1.38x	0.8	%	6.9	%	7.2	%	35.2	%	56.9	%
				25th Percentile	(0.51	)%	0.65	%	3.8	%	5.5	%	$42.8	68.7	%	5.30x	23.37x	0.78x	0.79x	1.27x	(3.8	)%	2.5	%	5.1	%	17.8	%	22.8	%

~~Important~~(1) LTM ~~Additional~~Pre-Pm ~~Information~~ROAA defined as LTM Pre-Pre Net Revenue (Net Interest Income + Total Noninterest Income - Total Noninterest Expense) / LTM Average Assets.

~~The~~(2) Price ~~Company~~/ ~~and~~LTM ~~SCBT~~PPNR ~~Financial~~defined ~~will~~as ~~prepare~~Deal ~~and~~Value ~~file~~/ aLTM ~~joint~~Pre-Pre ~~proxy~~Net ~~statement~~Revenue ~~and registration statement and other relevant documents concerning the proposed Merger with the Securities and Exchange Commission~~ (~~the~~Net ~~“SEC”)~~Interest ~~and~~Income ~~appropriate~~+ ~~state~~Total ~~and~~Noninterest ~~federal~~Income ~~banking~~- ~~authorities~~Total asNoninterest ~~soon as is practical~~Expense). ~~THE COMPANY’S SHAREHOLDERS ARE URGED TO~~

~~-5-~~(3) Price / Adjusted TBV and Adjusted Core Deposit Premium based on transaction gross credit mark adjusted for current reserves balance and tax effected (35%), Multiples over 55 deemed ‘NM’.

The Company, SCBT Financial and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company common stock is set forth in the Company’s most recent proxy statement as filed with the SEC on April 9, 2012, which is available at the SEC’s Internet site (~~http://www.sec.gov~~4) Target ~~and~~issues atnew ~~the~~stock ~~Company’s~~to ~~address~~acquirer in ~~the~~each preceding paragraph. Information about SCBT Financial’s directors and executive officers is set forth in SCBT Financial’s most recent proxy statement filed with the SEC on March 20, 2012 and available at the SEC’s internet site and from SCBT Financial at the address set forth in the preceding paragraph. Additional information regarding the interests of these participants may be obtained by reading the joint proxy statement and registration statement regarding the proposed transaction ~~when it becomes available~~.

~~Cautionary~~(5) P/E ~~Notice~~multiples ~~Regarding~~greater ~~Forward-Looking~~than ~~Statements~~50.0x or negative are deemed ‘NM’.

~~This~~Source: SNL ~~Current~~Financial ~~Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,~~ and ~~Section 21E~~public ~~of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same~~filings. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, we intend to identify forward-looking statements.

~~-6-~~The Size/Asset Quality Precedent Transactions implied a per share value for SAVB common stock of between $7.20 and $11.50, based upon the average implied valuations from the 25th and 75th percentile valuation metrics.

~~-7-~~ STRH reviewed and analyzed certain financial data related to 28 completed bank mergers and acquisitions in the Southeast region of the United States announced between January 1, 2010 and August 6, 2012. These transactions involved banks in the Southeast region of the United States with the following characteristics: (a) transaction value between $10 million and $150 million and (b) target banks are based in AL, AK, FL, GA, LA, MS, NC, SC or TN (the “Geographic Precedent Transactions”). The transaction multiples for each of these transactions is listed below:

~~SIGNATURES~~6

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Buyer/Target	Announce Date	City	ST	Assets ($000)	ROAA (LTM)		Pre Pre ROAA (LTM)(1)		NPAs/ Assets		TCE/TA		Announced Deal Value ($mm)	% of Consideration in Stock		LTM Pre Pre Earnings (2)(5)	LTM A/T Earning(5)	BV	TCBV	Adj. TCBV (3)		Core Deposit Premium (%)		Calculated/ Adjusted Core Deposit Premium(3)		Assets (%)		One Day Stock Premium		30 Day Stock Premium
Eb Bancorp. Inc. / SouthEast Bancshares, Inc.	06/18/2012	Athens	TN	$267,991	0.75	%	1.55	%	4.4	%	9.6	%	$22.6	100.0	%	5.4x	11.2x	1.10x	1.13x	NA		1.2	%	NA		8.4	%	NA		NA
Cith Holding Company / Community Financial Corp	08/02/2012	Staunton	VA	503,907	0.35	%	1.49	%	7.3	%	7.5	%	$37.6	66.5	%	5.1x	35.3x	1.03x	1.03x	4.69x		(3.9	)%	9.8	%	7.5	%	53.8	%	56.9	%
Customers Bancorp, Inc./ Acacia Federal Savings Bank	06/20/2012	Falls Church	VA	1,019,899	(0.04	)%	NM		6.4	%	12.2	%	65.0	69.2	%	NM	NM	0.52x	0.52x	NA		(9.5	)%	NA		6.4	%	NA		NA
Drummond Banking Company / Williston Holding Company	06/14/2012	Williston	FL	188,234	(1.25	)%	0.16	%	7.2	%	7.5	%	14.6	75.0	%	47.7x	NM	0.77x	0.77x	NA		(2.7	)%	NA		7.8	%	NA		NA
BNC Bancorp / First Trust Bank	06/04/2012	Charlotte	NC	436,682	0.57	%	1.28	%	10.4	%	10.9	%	36.0	71.1	%	6.2x	13.8x	0.76x	0.76x	0.89x		(4.3	)%	(1.6	)%	8.2	%	17.1	%	39.5	%
Trustmark Corporation/ BancTrust Financial Group, Inc.	05/28/2012	Mobile	AL	2,008,767	(2.30	)%	(0.63	)%	8.3	%	3.0	%	55.4	100.0	%	NM	NM	0.87x	0.92x	NM		(4.0	)%	8.4	%	2.8	%	11.9	%	57.3	%
Park Sterling Corporation/ Citizens South Banking Corporation	05/13/2012	Gastonia	NC	1,073,815	(0.09	)%	0.66	%	3.6	%	6.4	%	77.8	68.9	%	10.8x	NM	1.12x	1.14x	1.32x		(1.6	)%	2.7	%	7.2	%	NM		53.7	%
WashingtonFirst Bankshares, Inc./ Alliance Bankshares Corporation	05/03/2012	Chantilly	VA	508,664	(1.39	)%	(0.45	)%	3.3	%	5.5	%	24.2	77.6	%	NM	NM	0.87x	0.87x	1.06	%	(1.2	)%	0.4	%	4.8	%	13.6	%	13.5	%
Capital Bank Financial Corporation/ Southern Community Financial	03/26/2012	Winston-Salem	NC	1,502,578	0.20	%	0.91	%	7.5	%	3.7	%	120.4	0.0	%	3.9x	NM	1.00x	1.01x	4.02x		2.3	%	4.3	%	8.0	%	NA		126.2	%
IBERIABANK Corporation/ Florida Gulf Bancorp, Inc.	03/19/2012	Fort Myers	FL	350,485	0.22	%	1.39	%	4.7	%	8.5	%	44.5	79.1	%	9.1x	NM	1.64x	1.64x	3.95x		6.1	%	12.2	%	12.7	%	NA		NA
First Community Bancshares, Inc./ Peoples Bank of Virginia	03/01/2012	Richmond	VA	285,898	0.71	%	1.50	%	2.2	%	13.7	%	40.6	66.0	%	9.2x	19.4x	1.00x	1.00x	1.34x		0.9	%	4.8	%	14.2	%	NA		101.5	%
First Volunteer Corporation / Gateway Bancshares, Inc.	01/12/2012	Ringgold	GA	253,112	(0.92	)%	1.19	%	6.4	%	8.9	%	16.4	0.0	%	5.2x	NM	0.80x	0.80x	NA		(3.2	)%	NA		6.5	%	NA		NA
BNC Bancorp/ KevSource Financial, Inc.	12/21/2011	Durham	NC	205,794	0.24	%	1.27	%	7.4	%	10.9	%	12.2	100.0	%	4.4x	22.9x	0.60x	0.60x	NA		(5.0	)%	NA		5.9	%	NA		NA
SCBT Financial Corporation/ Peoples Bancorporation, Inc.	12/19/2011	Easley	SC	545,856	0.38	%	1.85	%	5.2	%	8.3	%	41.5	67.9	%	2.8x	22.8x	0.62x	0.62x	1.22x		(4.6	)%	1.4	%	5.2	%	NA		NA
Kenturcky First Federal Bancorp (MHC)/ CKF Bancorp, Inc.	11/03/2011	Danville	KY	131,148	0.16	%	0.84	%	3.6	%	10.0	%	10.5	55.6	%	9.6x	NM	0.75x	0.81x	NA		(3.7	)%	NA		8.0	%	17.1	%	21.4	%
Trustmark Corporation/? Bay Bank & Trust Co.	10/28/2011	Panama City	FL	247,009	(1.49	)%	0.11	%	3.5	%	10.4	%	23.9	58.2	%	NM	NM	0.93x	0.93x	NA		(0.9	)%	NA		9.7	%	NA		NA
1st United Bancorp., Inc./ Anderon Bank	10/24/2011	Palm Harbor	FL	203,566	(0.46	)%	0.27	%	4.2	%	18.2	%	36.7	48.3	%	NM	NM	0.94x	0.94x	1.06x		(1.6	)%	1.5	%	18.0	%	NA		NA
City Holding Company/ Virginia Savings Bancorp, Inc.	09/21/2011	Front Royal	VA	129,904	0.61	%	1.04	%	1.6	%	8.5	%	13.2	64.4	%	9.9x	16.8x	1.08x	1.08x	NA		1.0	%	NA		10.2	%	NA		NA
MidSouth Bancorp., Inc./ First Louisiana National Bank	08/29/2011	Breaux Bridge	LA	118,598	1.02	%	1.02	%	0.0	%	10.4	%	19.1	39.8	%	16.4x	16.4x	1.55x	1.55x	NA		8.3	%	NA		16.1	%	NA		NA
Park Sterling Corporation/ Community Capital Corporation	03/30/2011	Greenwood	SC	655,934	(0.7	)%	0.92	%	6.75	%	7.0	%	32.3	58.9	%	4.8x	NM	0.68x	0.70x	1.31x		(3.2	)%	1.8	%	4.9	%	12.2	%	16.4	%
Home Bancorp, Inc./ GS Financial Corp.	03/30/2011	Metairie	LA	263,811	0.15	%	0.81	%	4.8	%	10.5	%	26.4	0.0	%	12.0x	NM	0.95x	0.95x	NA		(0.8	)%	NA		10.0	%	17.5	%	82.6	%
IBERIABANK Corporation/ Cameron Bancshares, Inc.	03/10/2011	Lake Charles	LA	705,735	1.29	%	2.00	%	1.3	%	11.0	%	134.8	100.0	%	9.4x	14.5x	1.74x	1.74x	2.09x		11.9	%	14.6	%	19.1	%	NA		NA
Piedmont Community Bank Hldgs/ Crescent Financial Corp.	02/23/2011	Cary	NC	973,019	(1.00	)%	0.65	%	5.6	%	5.7	%	30.6	NM	(4)	5.4x	NM	0.62x	0.63x	NA		NM		NA		3.1	%	NA		NA
IBERIABANK Corp./ Omni Bancshares Inc.	02/21/2011	Metairie	LA	736,339	(0.06	)%	0.27	%	8.8	%	4.2	%	40.0	100.0	%	19.9x	NM	1.29x	1.29x	NM		1.4	%	7.3	%	5.4	%	NA		NA
CBM Florida Holding Co./ First Community Bk of America	02/10/2011	Pinellas Park	FL	470,613	(3.48	)%	039	%	9.8	%	5.7	%	10.0	NM	(4)	4.9x	NM	0.37x	0.37x	NA		(5.5	)%	NA		2.1	%	NA		NA
American National Bankshares// MidCarolina Financial Corp.	12/15/2010	Burlington	NC	552,299	0.21	%	1.54	%	4.0	%	6.7	%	43.7	88.6	%	5.1x	NM	1.18x	1.18x	2.10x		0.5	%	7.2	%	7.9	%	NA		149.2	%
Stonegate Bank/ Southwest Capital Bancshares	08/30/2010	Fort Myers	FL	121,346	(2.68	)%	(0.66	)%	6.2	%	10.9	%	12.2	77.0	%	NM	NM	0.79x	0.79x	NA		(4.4	)%	NA		10.0	%	NA		NA
Community Trust Bancorp Inc./ Lafollette First Natl Corp.	06/08/2010	LaFollette	TN	182,915	(0.75	)%	0.56	%	4.2	%	8.4	%	16.1	0.0	%	15.3x	NM	1.05x	1.05x	NA		0.7	%	NA		8.8	%	NA		NA
				75th Percentile	0.36	%	1.34	%	7.2	%	10.6	%	$42.0	78.7	%	10.6x	22.8x	1.08x	1.09x	2.56x		1.0	%	8.1	%	10.0	%	17.3	%	92.1	%
				Median	0.05	%	0.91	%	5.0	%	8.5	%	$31.5	68.4	%	7.6x	16.8x	0.93x	0.93x	1.33x		(1.6	)%	4.6	%	8.0	%	17.1	%	56.9	%
				25th Percentile	(0.94	)%	0.33	%	3.6	%	6.6	%	$16.3	56.2	%	5.1x	14.5x	0.76x	0.77x	1.18x		(3.9	)%	1.6	%	5.8	%	12.9	%	30.4	%

~~THE~~(1) ~~SAVANNAH~~LTM ~~BANCORP,~~Pre-Pre ~~INC~~ROAA defined as LTM Pre-Pre Net Revenue (Not Interest Income + Total Noninterest Income - Total Noninterest Expense) / LTM Average Assets.

~~By:~~(2) Price /s LTM PPNR defined as Deal Value / ~~Michael~~LTM W.Pre-Pre ~~Harden,~~Net JrRevenue (Net Interest Income + Total Noninterest Income - Total Noninterest Expense).

~~Michael~~(3) W.Price ~~Harden~~/ Adjusted TBV and Adjusted Core Deposit Premium based on transaction gross credit mark adjusted for current reserves balance and tax affected (35%), JrMultiples over 5x deemed “NM”.

~~Chief~~(4) ~~Financial~~Target ~~Officer~~issues new stock to acquirer in each transaction.

~~Date:~~(5) ~~August~~P/E ~~10,~~multiples ~~2012~~greater than 50.0x or negative are deemed “NM”.

~~EXHIBIT~~Source: SNL ~~INDEX~~Financial and public filings.

~~Exhibit No. Description~~7

~~2.1~~The ~~Agreement~~Geographic ~~and~~Precedent ~~Plan~~Transactions ofimplied ~~Merger,~~a ~~dated~~per asshare value for SAVB common stock of ~~August~~between 7,$6.97 ~~2012~~and $10.65, bybased ~~and~~upon ~~between~~the ~~SCBT~~average ~~Financial~~implied ~~Corporation~~valuations from the 25th and ~~The~~75th ~~Savannah~~percentile ~~Bancorp,~~valuation ~~Inc~~metrics.

10· As described on pages 89-90, STRH performed a net present value analysis.1 ~~Form~~STRH also performed a discounted cash flow analysis to estimate a range for the implied equity value of ~~Voting~~SAVB, should SAVB remain independent. In performing its analysis of SAVB, STRH reviewed certain estimates provided by SAVB’s management team for the three years following the consummation of an asset sale and ~~Support~~capital ~~Agreement~~raise. The ~~(included~~estimates asassumed ~~Exhibit~~the Asuccessful consummation of an approximate $80 million asset sale and a $55 million convertible preferred capital raise at a $5.00 conversion price and a 6% annual coupon and subject to ~~the~~certain ~~Agreement~~other assumptions. STRH assumed that year one was 2013 and ~~Plan~~then adjusted such estimates using its own model and assumptions. It also extrapolated two additional years of ~~Merger~~forecasts for 2016 and 2017 to create five years of projections. STRH assumed tangible assets of approximately $918 million in 2012, ~~filed~~$883 asmillion ~~Exhibit~~in 2013, $874 million in 2014, $882 million in 2015, $905 million in 2016 and $915 million in 2017. STRH assumed a $13 million loss in 2012 and net income of approximately $285,000 in 2013, $794,000 in 2014, $2.10 million in 2015, $16.2 million in 2016 and $5.4 million in 2017. STRH assumed tangible common capital before cash dividends of ~~this~~$67.8 ~~Form~~million in 2012, $68.1 million in 2013, $68.9 million in 2014, $70.9 million in 2015, $87.1 million in 2016 and $86.8-K million in 2017. In its analysis, STRH assumed a base discount rate of 13.5% to derive (i) the present value of the estimated free cash flows that SAVB could generate over a five year period and (ii) the present value of SAVB’s terminal value at the end of year five. Terminal values for SAVB were calculated based on a range of 10.0x to 16.0x estimated year-five earnings. STRH assumed that SAVB would maintain a tangible common equity / tangible asset ratio of 9.00% and would retain sufficient earnings to maintain that level. Earnings in excess of what would need to be retained to maintain that tangible common equity / tangible asset ratio, if any, were assumed to be available cash flows for dividends for SAVB. In performing its analysis, STRH made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters.

Based on these assumptions, STRH derived a range of implied equity values of SAVB of $3.84 per share to $8.04 per share using the price-earnings method and $4.27 per share to $9.34 per share using the price to book method.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, and discount rates. The analysis did not purport to be indicative of the actual values or expected values of SAVB.

Opinion of FIG Partners, LLC

· As described in the section of the Joint Proxy Statement/Prospectus entitled “Opinion of FIG Partners LLC— Discounted Cash Flow Analysis” FIG estimated the present value of all shares of SAVB common stock by estimating the value of SAVB’s estimated future earnings stream beginning in 2012. Reflecting SAVB’s internal projections and FIG estimates (which did not assume an asset sale or capital raise on the part of SAVB), FIG assumed a net loss in 2012 of approximately $478,000 and net income in 2013, 2014, 2015, and 2016 of $2.428 million, $3.468 million, $4.062 million, and $4.719 million, respectively. FIG assumed total assets of approximately $962 million in 2012, $981 million in 2013, $1 billion in 2014, $1.03 billion in 2015 and $1.07 billion in 2016. FIG assumed tangible book values of $80 million in 2012, $83 million in 2013, $86 million in 2014, $90 million in 2015 and $95 million in 2016. The present value of the earnings and asset values were calculated based on a range of discount rates of 12.0%, 13.0%, and 14.0%. In order to derive the terminal value of SAVB’s earnings stream beyond 2016, FIG performed two separate analyses: 1) an acquisition in 2016 at 18.0 times estimated earnings in the terminal year; and 2) an acquisition in 2015 at 1.00 times estimated book value in the terminal year. The present value of these terminal amounts was then calculated based on the range of discount rates mentioned above. These rates and values were chosen to reflect different assumptions regarding the required rates of return of holders or prospective buyers of SAVB’s common stock. The two analyses and the underlying assumptions yielded a

range of value for shares of SAVB’s common stock of approximately 1) $6.54 per share to $7.09 per share; and 2) $7.32 per share to $7.93 per share compared to the merger consideration of $9.31 per share.

The prospective financial information used by STRH and FIG reflect numerous estimates and assumptions made by SAVB, STRH and FIG with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to SAVB’s business, all of which are difficult to predict and many of which are beyond SAVB’s control. The SAVB management projections also reflect assumptions as to certain business decisions that are subject to change. The SAVB management projections reflect subjective judgment in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. As such, the SAVB management projections constitute forward-looking information and are subject to risks and uncertainties that could cause actual results to differ materially from the results forecasted in such prospective information, including, but not limited to, SAVB’s performance, industry performance, general business and economic conditions, customer requirements, competition, adverse changes in applicable laws, regulations or rules, and the various risks set forth in SAVB’s reports filed with the SEC. The SAVB management projections do not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the Merger Agreement. Further, the SAVB management projections do not take into account the effect of any failure of the Merger to occur. None of SAVB, SCBT nor any of their financial advisors nor any of their affiliates intends to, and each of them disclaims any obligation to, update, revise or correct such SAVB management projections if they are or become inaccurate (even in the short term). The inclusion of the SAVB management projections herein should not be deemed an admission or representation by SAVB or SCBT that they are viewed by SAVB or SCBT as material information of SAVB, particularly in light of the inherent risks and uncertainties associated with such forecasts.

***

Important Additional Information

The Company and SCBT filed a joint proxy statement/prospectus on Form S-4 concerning the proposed Merger with the Securities and Exchange Commission (the “SEC”) on October 26, 2012. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ SUCH JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS BECAUSE THESE WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about SCBT and the Company, at the SEC’s internet site (http://www.sec.gov). The documents can also be obtained, without charge, by directing a written request to either The Savannah Bancorp, 25 Bull Street, Savannah, Georgia 31401, Attention: Michael W. Harden, Chief Financial Officer, or SCBT Financial Corporation, Post Office Box 1030, Columbia, SC 29202, Attention: Richard C. Mathis, Executive Vice President and Treasurer.

The Company, SCBT and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed Merger. Information about the Company’s directors and executive officers and their ownership of the Company common stock is set forth in the Company’s most recent proxy statement as filed with the SEC on April 9, 2012, which is available at the SEC’s Internet site (http://www.sec.gov) and at the Company’s address in the preceding paragraph. Information about SCBT’s directors and executive officers is set forth in SCBT’s most recent proxy statement filed with the SEC on March 20, 2012 and available at the SEC’s internet site and from SCBT at the address set forth in the preceding paragraph. Additional information regarding the interests of these participants may be obtained by reading the joint proxy statement and registration statement regarding the proposed transaction when it becomes available.

Cautionary Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally

beyond our control. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions and future or conditional verbs such as “will,” “may,” “could,” “should,” and “would,” and any other statement that necessarily depends on future events, we intend to identify forward-looking statements.

In addition to factors previously disclosed in the Company’s reports filed with the SEC and those identified elsewhere in this Current Report on Form 8-K, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance: the possibility that the proposed Merger does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis, or at all; the outcome of any legal proceedings that may be instituted against the Company and SCBT; the terms of the proposed Merger may need to be unfavorably modified to satisfy such approvals or conditions; the anticipated benefits from the proposed Merger are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which the companies operate; the potential inability to promptly and effectively integrate the businesses of the Company and SCBT; reputational risks and the reaction of the companies’ customers to the proposed Merger; diversion of management time on Merger-related issues; changes in asset quality and credit risk; the inability to sustain revenue and earnings; changes in interest rates and capital markets; inflation; customer acceptance of our products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and federal and state banking regulators, and legislative and regulatory actions and reforms.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE SAVANNAH BANCORP, INC.


By:	/s/ Michael W. Harden, Jr.
Michael W. Harden, Jr.
Chief Financial Officer

Date:	November 23, 2012

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