M&A: Independent Bank Group, Inc.

Form Type: POSASR

Filing Date: 2025-01-03

Corporate Action: Merger

Type: New

Accession Number: 000095010325000102

Comments: On January 1, 2025, Independent Bank Group, Inc. merged with SouthState Corporation as per the Agreement and Plan of Merger dated May 17, 2024. Following the merger, Independent Bank Group, Inc. has terminated all offerings of its securities under its existing registration statements, including the Form S-3 Registration Statement No. 333-272553. This post-effective amendment is filed to remove from registration any unsold securities that were previously registered. The effective date of the amendment is January 3, 2025, and it reflects the deregistration of any remaining unsold securities after the merger. The registrant certifies its meeting of all necessary requirements for filing under the Securities Act of 1933, asserting the deregistration of the offerings due to the completion of the merger.

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Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000095010325000002

Comments: Independent Bank Group, Inc. (IBTX) completed its merger with SouthState Corporation on January 1, 2025, as outlined in the Agreement and Plan of Merger dated May 17, 2024. Following the merger, SouthState continues as the surviving corporation. Each share of IBTX Common Stock was converted into 0.60 shares of SouthState Common Stock, with no fractional shares issued. Holders entitled to fractional shares received cash instead. Additionally, all outstanding restricted stock awards and performance restricted stock units were converted into SouthState Common Stock based on the Exchange Ratio. The total consideration for the merger was approximately 24.9 million shares of SouthState Common Stock. Due to the merger, IBTX requested that NASDAQ suspend trading of its Common Stock and delist it effective January 2, 2025. As of the Effective Time, IBTX ceased to exist as a separate legal entity and its organizational documents lost effect. IBTX’s directors and executive officers relinquished their positions, and some were appointed to the board of SouthState. The Credit Agreement with U.S. Bank National Association was also terminated upon closing.

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Form Type: S-8 POS

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000069

Comments: Independent Bank Group, Inc. has filed a Post-Effective Amendment to remove from registration all securities associated with its previous Form S-8 Registration Statements due to the merger with SouthState Corporation effective January 1, 2025. This document includes details about several registration statements: 333-198483, 333-251269, 333-251511, 333-265270, and 333-275824, which originally registered shares for various profit-sharing and equity incentive plans. Following the merger, Independent Bank Group has terminated any and all offerings of its securities as registered under the Securities Act of 1933. The amendment confirms the termination of these offerings and deregisters all remaining unsold securities.

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Form Type: S-8 POS

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000070

Comments: On January 2, 2025, Independent Bank Group, Inc. filed a post-effective amendment to its Form S-8 registration statements indicating a merger with SouthState Corporation, with SouthState as the surviving entity. This action resulted in the termination of all offerings under the previous registration statements pertaining to the registration of shares of common stock for various 401(k) profit-sharing plans and equity incentive plans. The document reflects that Independent Bank Group, Inc. has effectively ended any offerings of its securities as of the merger date and removes from registration any unsold securities registered under the prior statements. The Registrant will no longer be offering its securities due to this merger.

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Form Type: S-8 POS

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000071

Comments: On January 2, 2025, Independent Bank Group, Inc. filed a Post-Effective Amendment to its Form S-8 registration statements to terminate all offerings under these statements and to withdraw the registration of shares of its common stock. This action follows the merger of Independent Bank Group, Inc. with SouthState Corporation, effective January 1, 2025, pursuant to the Agreement and Plan of Merger dated May 17, 2024. As a result of the merger, all existing registration statements under the Securities Act of 1933 have been terminated, and the company has officially removed from registration any unsold securities covered by these registration statements. The document includes references to specific registration numbers and details of plans affected by this action, including the Independent Bank 401(k) Profit Sharing Plan and the Independent Bank Group, Inc. 2013 and 2022 Equity Incentive Plans.

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Form Type: S-8 POS

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000072

Comments: On January 2, 2025, Independent Bank Group, Inc. filed a Post-Effective Amendment No. 1 and No. 2 to multiple Form S-8 Registration Statements, effectively terminating all offerings under these Registration Statements. The purpose of this filing is to withdraw and remove from registration shares of the company’s common stock that had previously been registered. The Registration Statements include those filed for various employee equity and profit-sharing plans, notably terminating registrations pertaining to 100,000 shares for the Independent Bank 401(k) Profit Sharing Plan, 200,000 shares for the Independent Bank Group, Inc. 401(k) Profit Sharing Plan, and 1,466,017 shares for the Independent Bank Group, Inc. 2013 Equity Incentive Plan, among others. The amendments reflect the deregistration of any unsold securities as a result of the merger that occurred effective January 1, 2025, with SouthState Corporation as the surviving entity. This merger marked a significant corporate action for the company, impacting its securities registration and offerings under the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-01-02

Corporate Action: Merger

Type: Update

Accession Number: 000095010325000073

Comments: Independent Bank Group, Inc. filed a Post-Effective Amendment to Form S-8 Registration Statements as of January 2, 2025, to deregister previously registered securities following its merger with SouthState Corporation effective January 1, 2025. The Registrant has terminated all offerings of its securities under existing registration statements, including the ones related to the Independent Bank 401(k) Profit Sharing Plan and multiple equity incentive plans. The deregistration impacts shares that remain unsold and reflects the merger's implications, which positions SouthState as the surviving corporation.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000114036124049536

Comments: On December 13, 2024, the regulatory approvals necessary for the merger between SouthState Corporation and Independent Bank Group, Inc. were granted by the Federal Reserve Board and the Office of the Comptroller of the Currency. This includes approval for both the holding company merger and the bank merger between their respective bank subsidiaries, SouthState Bank and Independent Bank. The mergers are expected to finalize around January 1, 2025, subject to customary closing conditions.

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