SouthState Corp Completes Acquisition, Files 8-K

TL;DR

SouthState Corp just bought First Financial Holdings, Inc. Big changes coming.

AI Summary

On January 2, 2025, SouthState Corp. announced the completion of its acquisition of First Financial Holdings, Inc. The filing also details the creation of a direct financial obligation and potential compensatory arrangements for certain officers. Additionally, it includes information regarding the departure of directors and the election of new ones.

Why It Matters

This 8-K filing signals a significant corporate event for SouthState Corp, potentially impacting its market position and financial structure through the acquisition.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition, which inherently carries integration risks and potential financial obligations.

Key Players & Entities

• SouthState Corp (company) — Filer and acquirer
• First Financial Holdings, Inc. (company) — Acquired company
• 20250102 (date) — Filing date and report date

FAQ

Key Financial Figures

• $2.50 — ich registered Common stock, par value $2.50 per share SSB The New York Stock Ex
• $0.01 — , each share of common stock, par value $0.01 per share, of IBTX ("IBTX Common Stock"
• $57.324 million — h have an aggregate principal amount of $57.324 million (in each case before related acquisitio
• $130 million — IBTX's obligations with respect to (i) $130 million in aggregate principal amount of 4.00%
• $175.0 million — es due 2030 (the "2030 Notes") and (ii) $175.0 million in aggregate principal amount of 8.375%

Filing Documents

• ssb-20250102x8k.htm (8-K) — 105KB
• ssb-20250102xex4d6.htm (EX-4.6) — 118KB
• ssb-20250102xex4d7.htm (EX-4.7) — 49KB
• ssb-20250102xex99d1.htm (EX-99.1) — 10KB
• ssb-20250102xex99d2.htm (EX-99.2) — 7KB
• ssb-20250102x8k001.jpg (GRAPHIC) — 12KB
• ssb-20250102xex99d1001.jpg (GRAPHIC) — 24KB
• ssb-20250102xex99d1002.jpg (GRAPHIC) — 3KB
• ssb-20250102xex99d2001.jpg (GRAPHIC) — 26KB
• 0001558370-25-000006.txt ( ) — 544KB
• ssb-20250102.xsd (EX-101.SCH) — 3KB
• ssb-20250102_lab.xml (EX-101.LAB) — 15KB
• ssb-20250102_pre.xml (EX-101.PRE) — 10KB
• ssb-20250102x8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 2.03 with respect to the IBTX Indebtedness (as defined in Item 2.03) is incorporated herein by reference.

01

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in the Introduction is incorporated herein by reference. 2 3

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. In connection with the Merger, on the Closing Date, the Company assumed IBTX's obligations in accordance with IBTX's underlying indentures and certain related agreements with respect to IBTX's outstanding trust preferred securities (the "Trust Preferred Securities"), which have an aggregate principal amount of $57.324 million (in each case before related acquisition accounting fair market value adjustments). In connection with the Merger, on the Closing Date, SouthState also assumed all of IBTX's obligations with respect to (i) $130 million in aggregate principal amount of 4.00% fixed-to-floating rate subordinated notes due 2030 (the "2030 Notes") and (ii) $175.0 million in aggregate principal amount of 8.375% fixed-to-floating rate subordinated debentures due August 15, 2034 (the "2034 Notes", and together with the 2030 Notes and the Trust Preferred Securities, the "IBTX Indebtedness"). The supplemental indentures pursuant to which the Company assumed the Trust Preferred Securities as well as the original indentures pursuant to which the Trust Preferred Securities were issued have not been filed herewith pursuant to Item 601(b)(4)(v) of Regulation S-K under the Securities Act. The Company agrees to furnish a copy of such indentures to the Commission upon request. The foregoing description of SouthState's assumption of the 2030 Notes and 2034 Notes is qualified in its entirety by reference to the full text of the applicable base indenture, in each case, as amended and supplemented by the first supplemental indenture, the second supplemental indenture, the third supplemental indenture, the fourth supplemental indenture, the fifth supplemental indenture and the sixth supplemental indenture, copies of which are filed hereto as Exhibits 4.1 , 4.2 , 4.3 , 4.4 , 4.5 , 4.6 and 4.7 and incorporated herein by reference.

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Board of Directors As previously reported, on December 19, 2024, the board of directors of the Company (the "Board") unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the "IBTX Directors") to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement. The appointment of the IBTX Directors became effective at the Closing. It is anticipated that Messrs. Brooks and Smith and Ms. Froetscher will serve until the 2025 Annual Meeting, at which time the shareholders of the Company will be asked to elect each of them for a one-year term expiring as of the 2026 Annual Meeting. Transition Agreements As previously described in the Joint Proxy Statement/Prospectus, each of David Brooks and Daniel Brooks entered into transition agreements with SouthState (collectively, the "Transition Agreements"), memorializing the terms of their continuing service with SouthState following the Effective Time (the terms of which are as previously described in the sections of Joint Proxy Statement/Prospectus entitled "The Merger-Interests of IBTX Directors and Executive Officers in the Merger" and "The Transaction Agreements-Description of the Transition Agreements" and which description is incorporated herein by reference). For a description of the Transition Agreements and additional information about the arrangements and transactions with respect to IBTX's named executive officers in connection with the Merger, see the section in the Joint Proxy Statement/Prospectus entitled "The Merger-Interests of IBTX Directors and Executive Officers in the Merger" and "The Transaction Ag

01

Item 7.01. Regulation FD Disclosure. As a result of the Merger, IBTX no longer exists as a legal entity separate from the Company and therefore no longer fulfills the listing requirements of the NASDAQ Global Select Market (the "NASDAQ"). On December 31, 2024, the NASDAQ was notified that the Closing of the Merger would be effective as of January 1, 2025 and it has been requested that the NASDAQ (1) suspend trading of IBTX Common Stock, (2) withdraw IBTX Common Stock from listing on the NASDAQ, in each case, prior to the open of trading on January 2, 2025, and (3) file with the Commission a notification of delisting of IBTX Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, IBTX Common Stock will no longer be listed on the NASDAQ. In furtherance of the foregoing, SouthState, as successor to IBTX, intends to file with the Commission certifications on Form 15 under the Exchange Act requesting the deregistration of IBTX Common Stock, the 2030 Notes and 2034 Notes under Section 12(g) of the Exchange Act and the corresponding immediate suspension of IBTX's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable, and to cease filing any further periodic reports with respect to IBTX since it no longer as a result of the Merger exists as a separate legal entity. SouthState Corporation to announce quarterly earnings results on Thursday, January 23, 2025 Winter Haven, FL. – January 2, 2024 – SouthState Corporation (NYSE: SSB) ("SouthState") announced today that it will release fourth quarter 2024 earnings results on Thursday, January 23, 2025, after the market closes. Upon release, investors may access a copy of SouthState's earnings results at the Company's website at www.SouthStateBank.com under Investor Relations, News, News & Market Data section. SouthState will host a conference call on Friday, January 24, 2025 at 9:00 a.m. (ET) to discuss its fourth quar

01

Item 8.01. Other Events. On January 2, 2025, the Company issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 . On January 2, 2025, the Company issued a press release announcing the fourth quarter 2024 earnings results release date. A copy of the press release is attached hereto as Exhibit 99.2 .

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) – (b) The financial statements required by this item will be filed by an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed. 4 (d) Exhibits. Exhibit No. Description of Exhibit 2.1 Agreement and Plan of Merger, dated as of May 17, 2024, by and between Independent Bank Group, Inc. and SouthState Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the Commission on May 20, 2024) 4.1 Subordinated Debt Indenture, dated as of June 25, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as Indenture Trustee (incorporated herein by reference to Exhibit 4.6 to Amendment No. 1 to Independent Bank Group, Inc.'s S 3 Registration Statement filed with the SEC on June 25, 2014) 4.2 First Supplemental Indenture, dated as of July 17, 2014, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as Indenture Trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.'s Current Report on Form 8-K, dated July 18, 2014) 4.3 Second Supplemental Indenture, dated as of December 19, 2017, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.'s Current Report on Form 8 K, dated December 19, 2017) 4.4 Third Supplemental Indenture, dated as of September 15, 2020, between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 to Independent Bank Group, Inc.'s Current Report on Form 8-K dated September 15, 2020) 4.5 Fourth Supplemental Indenture, dated as of July 31, 2024, between Independent Bank Group, Inc. and Computershare Trust Company, National Associatio

SIGNATURES

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. SOUTHSTATE CORPORATION (Registrant) By: /s/ William E. Matthews, V William E. Matthews, V Senior Executive Vice President and Chief Financial Officer Dated: January 2, 2025 6

View Full Filing

View this 8-K filing on SEC EDGAR