SouthState Corp Enters Material Definitive Agreement

TL;DR

SSCC signed a big deal Jan 8th, details TBD.

AI Summary

SouthState Corp announced on January 13, 2025, that it entered into a material definitive agreement on January 8, 2025. The filing does not disclose specific details of the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant new agreement for SouthState Corp, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

• SouthState Corp (company) — Registrant
• January 13, 2025 (date) — Filing Date
• January 8, 2025 (date) — Date of Earliest Event Reported

FAQ

Key Financial Figures

• $2.50 — ich registered Common stock, par value $2.50 per share SSB The New York Stock Ex
• $475 million — te cash purchase price of approximately $475 million. The Branches are located in Alabama, F
• $225 million — sult in a pre-tax gain of approximately $225 million (after transaction related expenses). A
• $36 million — Lease Agreements will be approximately $36 million pretax, with GAAP rent expense of appro
• $40 million — with GAAP rent expense of approximately $40 million under lease accounting standards. This
• $8 million — set by the elimination of approximately $8 million in depreciation expense on the building

Filing Documents

• ssb-20250108x8k.htm (8-K) — 63KB
• ssb-20250108xex10d1.htm (EX-10.1) — 259KB
• ssb-20250108xex10d2.htm (EX-10.2) — 720KB
• ssb-20250108x8k001.jpg (GRAPHIC) — 12KB
• 0001558370-25-000154.txt ( ) — 1359KB
• ssb-20250108.xsd (EX-101.SCH) — 3KB
• ssb-20250108_lab.xml (EX-101.LAB) — 15KB
• ssb-20250108_pre.xml (EX-101.PRE) — 10KB
• ssb-20250108x8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement. On January 8, 2025, SouthState Bank, N.A. (the "Bank"), a wholly-owned subsidiary of SouthState Corporation (the "Company"), entered into an agreement for the purchase and sale of real property (the "Sale Agreement") with entities affiliated with Blue Owl Real Estate Capital LLC (collectively, "Blue Owl"), providing for the sale to entities affiliated with Blue Owl of approximately 170 bank branch properties owned and operated by the Bank, (the "Branches") for an aggregate cash purchase price of approximately $475 million. The Branches are located in Alabama, Florida, Georgia, North Carolina, South Carolina and Virginia. Under the Sale Agreement, the Bank has agreed, concurrently with the closing of the sale of the Branches, to enter into triple net lease agreements (the "Lease Agreements") with entities affiliated with Blue Owl, pursuant to which the Bank will lease each of the Branches (the "Sale-leaseback Transaction"). Each of the Lease Agreements will have initial terms of fifteen years. Each Lease Agreement will provide the Bank with three consecutive renewal options of five years each. The Lease Agreements also will include a 2% annual rent escalation during the initial term and the renewal terms. The Bank will not close any Branches or exit any markets as part of the Sale-leaseback Transaction. The Company expects the Sale-leaseback Transaction to close in the first quarter of 2025 and is subject to Blue Owl performing satisfactory due diligence on the Branches. The number of Branches sold, the aggregate purchase price, and the resultant financial impact are subject to revision during the due diligence period prior to closing, and could be higher or lower than the numbers cited herein. The Sale-leaseback Transaction is expected to result in a pre-tax gain of approximately $225 million (after transaction related expenses). Aggregate first year rent payments under the Lease Agreements will be app

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 10.1 Agreement for Purchase and Sale of Real Property, dated January 8, 2025, between SouthState Bank, N.A. and entities affiliated with Blue Owl Real Estate Capital, LLC, a limited liability company. * 10.2 Form of Lease Agreement between SouthState Bank, N.A. and entities affiliated with Blue Owl Real Estate Capital, LLC, a limited liability company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the SEC. 3

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 13, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR