M&A: SouthState Corp

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000155837025000006

Comments: On January 1, 2025, SouthState Corporation completed its merger with Independent Bank Group, Inc. as outlined in the previously disclosed Merger Agreement dated May 17, 2024. The merger led to IBTX merging into SouthState, with SouthState continuing as the surviving corporation. Following this, Independent Bank, a subsidiary of IBTX, merged into SouthState Bank, which also continued as the surviving entity. Each share of IBTX Common Stock was converted to 0.60 shares of SouthState Common Stock, with fractional shares receiving cash compensation. The total aggregate consideration for the merger was approximately 24.9 million shares of SouthState Common Stock, registered under the Securities Act of 1933. SouthState assumed IBTX's outstanding debts, which included trust preferred securities and subordinated notes totaling over $362 million. The merger resulted in IBTX ceasing to exist as a legal entity separate from SouthState, prompting the suspension and delisting of IBTX's Common Stock from NASDAQ. The completion of this merger was announced via a press release on January 2, 2025, along with information regarding SouthState's upcoming earnings release.

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Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000155837024016230

Comments: On December 13, 2024, SouthState Corporation received approvals from the Federal Reserve Board and the Office of the Comptroller of the Currency for its proposed merger with Independent Bank Group, Inc. This includes both a holding company merger and a bank merger between their respective subsidiaries. While all necessary regulatory approvals have been secured, the completion of the mergers remains subject to customary closing conditions and is expected to finalize on or about January 1, 2025.

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