COLUMBIA, S.C. and WINTER HAVEN, Fla., April 27, 2020 /PRNewswire/ -- South State
Corporation (NASDAQ: SSB) ("South State") and CenterState Bank
Corporation (NASDAQ: CSFL) ("CenterState") announced today the
Board of Directors designated to serve the combined company upon
completion of the merger. The Board of the new company will consist
of 16 directors, eight current South State directors and eight
current CenterState directors.
South State
Directors
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|
CenterState
Directors
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Robert R. Hill,
Jr.
Jean E.
Davis
Martin Bernard
Davis
Robert H. Demere,
Jr.
Cynthia A.
Hartley
Robert R.
Horger
John C.
Pollok
Kevin P.
Walker
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John C.
Corbett
John H. Holcomb,
III
Charles W.
McPherson
G. Ruffner Page,
Jr.
Ernest S.
Pinner
William Knox Pou,
Jr.
David G.
Salyers
Joshua A.
Snively
|
Robert R. Hill, Jr., President
and CEO of South State Corporation, will serve as Executive
Chairman of the combined company. "Both CenterState and South State
are fortunate to be supported by very strong board members. I am
looking forward to working with a combined board of directors that
brings diverse and valuable skill sets to the company. We are
blending a complementary culture and a team of directors with
similar values and a shared vision for South State," said Hill.
John Corbett, CEO of CenterState
Bank Corporation, will serve as CEO of the combined company. "We
continue to make significant steps in bringing our two companies
together, and designating the combined board is a meaningful step
forward. These directors combine significant institutional
knowledge from both companies with the capability to provide
meaningful strategic counsel and oversight for the resulting
company. I look forward to working with this team and benefitting
from the guidance and counsel they will provide," said Corbett.
The merger is expected to close in the third quarter of 2020,
subject to satisfaction of customary closing conditions, including
receipt of customary regulatory approvals and approval by the
shareholders of each company.
For more information about the merger between South State and
CenterState, visit BankingForward.com.
About South State
South State Corporation is a
financial services company headquartered in Columbia, South Carolina with approximately
$16.6 billion in assets. South State
Bank, the company's primary subsidiary, provides consumer,
commercial, mortgage, and wealth management solutions throughout
the Carolinas, Georgia and
Virginia. South State has served
customers since 1934.
About CenterState
CenterState operates as one of the
leading Southeastern regional bank franchises headquartered in the
state of Florida. Both CenterState
and its nationally chartered bank subsidiary, CenterState Bank,
N.A. (the "Bank"), are based in Winter
Haven, Florida, between Orlando and Tampa. With over $18
billion in assets, the Bank provides traditional retail,
commercial, mortgage, wealth management and SBA services throughout
its Florida, Georgia and Alabama branch network and customer
relationships in neighboring states. The Bank also has a national
footprint, serving clients coast to coast through its correspondent
banking division.
Cautionary Statement Regarding Forward Looking
Statements
Statements included in this communication, which
are not historical in nature are intended to be, and are hereby
identified as, forward looking statements for purposes of the safe
harbor provided by Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward looking
statements are based on, among other things, management's beliefs,
assumptions, current expectations, estimates and projections about
the financial services industry, the economy and South State. Words
and phrases such as "may," "approximately," "continue," "should,"
"expects," "projects," "anticipates," "is likely," "look ahead,"
"look forward," "believes," "will," "intends," "estimates,"
"strategy," "plan," "could," "potential," "possible" and variations
of such words and similar expressions are intended to identify such
forward-looking statements. South State cautions readers that
forward looking statements are subject to certain risks,
uncertainties and assumptions that are difficult to predict with
regard to, among other things, timing, extent, likelihood and
degree of occurrence, which could cause actual results to differ
materially from anticipated results. Such risks, uncertainties and
assumptions, include, among others, the following: (1) economic
downturn risk, potentially resulting in deterioration in the credit
markets, greater than expected noninterest expenses, excessive loan
losses and other negative consequences, which risks could be
exacerbated by potential negative economic developments resulting
from federal spending cuts and/or one or more federal
budget-related impasses or actions; (2) increased expenses, loss of
revenues, and increased regulatory scrutiny associated with our
total assets having exceeded $10.0
billion; (3) controls and procedures risk, including the
potential failure or circumvention of our controls and procedures
or failure to comply with regulations related to controls and
procedures; (4) ownership dilution risk associated with potential
acquisitions in which South State's stock may be issued as
consideration for an acquired company; (5) potential deterioration
in real estate values; (6) the impact of competition with other
financial institutions, including pricing pressures (including
those resulting from the Tax Cuts and Jobs Act) and the resulting
impact, including as a result of compression to net interest
margin; (7) credit risks associated with an obligor's failure to
meet the terms of any contract with the bank or otherwise fail to
perform as agreed under the terms of any loan-related document; (8)
interest risk involving the effect of a change in interest rates on
the bank's earnings, the market value of the bank's loan and
securities portfolios, and the market value of South State's
equity; (9) liquidity risk affecting the bank's ability to meet its
obligations when they come due; (10) risks associated with an
anticipated increase in South State's investment securities
portfolio, including risks associated with acquiring and holding
investment securities or potentially determining that the amount of
investment securities South State desires to acquire are not
available on terms acceptable to South State; (11) price risk
focusing on changes in market factors that may affect the value of
traded 14 instruments in "mark-to-market" portfolios; (12)
transaction risk arising from problems with service or product
delivery; (13) compliance risk involving risk to earnings or
capital resulting from violations of or nonconformance with laws,
rules, regulations, prescribed practices, or ethical standards;
(14) regulatory change risk resulting from new laws, rules,
regulations, accounting principles, proscribed practices or ethical
standards, including, without limitation, the possibility that
regulatory agencies may require higher levels of capital above the
current regulatory-mandated minimums and including the impact of
the recently enacted Tax Cuts and Jobs Act, the Consumer Financial
Protection Bureau rules and regulations, and the possibility of
changes in accounting standards, policies, principles and
practices, including changes in accounting principles relating to
loan loss recognition (CECL); (15) strategic risk resulting from
adverse business decisions or improper implementation of business
decisions; (16) reputation risk that adversely affects earnings or
capital arising from negative public opinion; (17) terrorist
activities risk that results in loss of consumer confidence and
economic disruptions; (18) cybersecurity risk related to the
dependence of South State on internal computer systems and the
technology of outside service providers, as well as the potential
impacts of third party security breaches, subjects each company to
potential business disruptions or financial losses resulting from
deliberate attacks or unintentional events; (19) greater than
expected noninterest expenses; (20) noninterest income risk
resulting from the effect of regulations that prohibit financial
institutions from charging consumer fees for paying overdrafts on
ATM and one-time debit card transactions, unless the consumer
consents or opts‑in to the overdraft service for those types of
transactions; (21) excessive loan losses; (22) failure to realize
synergies and other financial benefits from, and to limit
liabilities associated with, mergers and acquisitions within the
expected time frame; (23) potential deposit attrition, higher than
expected costs, customer loss and business disruption associated
with merger and acquisition integration, including, without
limitation, and potential difficulties in maintaining relationships
with key personnel; (24) the risks of fluctuations in market prices
for South State common stock that may or may not reflect economic
condition or performance of South State; (25) the payment of
dividends on South State common stock is subject to regulatory
supervision as well as the discretion of the board of directors of
South State, South State's performance and other factors; (26)
operational, technological, cultural, regulatory, legal, credit and
other risks associated with the exploration, consummation and
integration of potential future acquisition, whether involving
stock or cash consideration; (27) major catastrophes such as
earthquakes, floods or other natural or human disasters, including
infectious disease outbreaks, including the recent outbreak of a
novel strain of coronavirus, a respiratory illness, the related
disruption to local, regional and global economic activity and
financial markets, and the impact that any of the foregoing may
have on South State and its customers and other constituencies; and
(28) risks related to the proposed merger of South State and
CenterState Bank Corporation ("CenterState"), including, among
others, (i) the risk that the cost savings and any revenue
synergies from the merger may not be fully realized or may take
longer than anticipated to be realized, (ii) disruption to the
parties' businesses as a result of the announcement and pendency of
the merger, (iii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement between CenterState and South State, (iv) the risk that
the integration of each party's operations will be materially
delayed or will be more costly or difficult than expected or that
the parties are otherwise unable to successfully integrate each
party's businesses into the other's businesses, (v) the failure to
obtain the necessary approvals by the shareholders of South State
or CenterState, (vi) the amount of the costs, fees, expenses and
charges related to the merger, (vii) the ability of each of South
State and CenterState to obtain required governmental approvals of
the merger (and the risk that such approvals may result in the
imposition of conditions that could adversely affect the combined
company or the expected benefits of the transaction), (viii)
reputational risk and the reaction of each company's customers,
suppliers, employees or other business partners to the merger, (ix)
the failure of the closing conditions in the merger agreement to be
satisfied, or any unexpected delay in closing the merger, (x) the
possibility that the merger may be more expensive to complete than
anticipated, including as a result of unexpected factors or events,
(xi) the dilution caused by South State's issuance of additional
shares of its common stock in the merger and (xii) other factors
that may affect future results of South State and CenterState, as
disclosed in South State's registration statement on Form S-4, as
amended, Annual Report on Form 10-K, as amended, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K, and CenterState's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K, in each case filed by South State or
CenterState, as applicable, with the U.S. Securities and Exchange
Commission ("SEC") and available on the SEC's website at
http://www.sec.gov, any of which could cause actual results to
differ materially from future results expressed, implied or
otherwise anticipated by such forward-looking statements.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time. South
State does not undertake any obligation to update or otherwise
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by
federal securities laws. As forward-looking statements involve
significant risks and uncertainties, caution should be exercised
against placing undue reliance on such statements.
Important Information About the Merger and Where to Find
It
South State has filed a registration statement on Form S-4 and
an amendment thereto with the SEC to register the shares of South
State's common stock that will be issued to CenterState's
shareholders in connection with the transaction. The
registration statement contains a joint proxy statement of South
State and CenterState that also constitutes a prospectus of South
State. The registration statement on Form S-4, as
amended, was declared effective by the SEC on April 20, 2020, and South State and CenterState
commenced mailing the definitive joint proxy statement/prospectus
to their respective shareholders on or about April 20, 2020. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS (AS WELL ANY OTHER DOCUMENTS FILED
WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY
REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS)
BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION REGARDING THE
PROPOSED MERGER AND RELATED MATTERS. Investors and
security holders may obtain free copies of these documents and
other documents filed with the SEC by South State or CenterState
through the website maintained by the SEC at http://www.sec.gov or
by contacting the investor relations department of South State or
CenterState at:
South State
Corporation
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CenterState Bank
Corporation
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520 Gervais
Street
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1101 First Street
South, Suite 202
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Columbia, SC
29201-3046
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Winter Haven, FL
33880
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Attention: Investor Relations
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Attention: Investor Relations
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(800)
277-2175
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(863)
293-4710
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Participants in Solicitation
South State, CenterState and certain of their directors and
executive officers may be deemed participants in the solicitation
of proxies from the shareholders of each of South State and
CenterState in connection with the merger. Information
regarding the directors and executive officers of South State and
CenterState and other persons who may be deemed participants in the
solicitation of the shareholders of South State or of CenterState
in connection with the merger is contained in the definitive joint
proxy statement/prospectus related to the proposed
merger. Information about the directors and executive
officers of South State and their ownership of South State common
stock can also be found in South State's definitive proxy statement
in connection with its 2019 annual meeting of shareholders, as
filed with the SEC on March 6, 2019,
and other documents subsequently filed by South State with the SEC,
including, but not limited to, Amendment No. 1 to South State's
Annual Report on Form 10-K/A, as filed with the SEC on March 6, 2020. Information about the
directors and executive officers of CenterState and their ownership
of CenterState common stock can also be found in CenterState's
definitive proxy statement in connection with its 2020 annual
meeting of shareholders, as filed with the SEC on March 10, 2020, and other documents subsequently
filed by CenterState with the SEC. Additional
information regarding the interests of such participants is
included in the definitive joint proxy statement/prospectus and
other relevant documents regarding the merger filed with the
SEC.
Media
Contacts:
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Kellee
McGahey
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(843)
529-5574
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Richard
Murray
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(205)
313-8103
|
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SOURCE CenterState Bank Corporation