M&A - SouthState Corp

Form Type: 11-K

Filing Date: 2025-06-20

Corporate Action: Merger

Type: New

Accession Number: 000155837025008758

Filing Summary: On June 20, 2025, SouthState Corporation filed an annual report detailing the financial status and operations of the SouthState Bank 401(k) Retirement Savings Plan for the fiscal year ended December 31, 2024. The report includes a comprehensive audit report by Ernst & Young LLP, reflecting that the financial statements present fairly the net assets and changes in net assets for the year. The financial statements show total investments at fair value of $615,799,783 and net assets available for benefits of the same amount as of December 31, 2024. During the year, the Plan added approximately $131.76 million in net assets, primarily from contributions and investment income, while deductions included benefits paid to participants totaling around $51.53 million. Additionally, the report highlights that on January 1, 2025, SouthState Corporation completed a merger with Independent Bank Group, Inc., with the defined contribution plan of IBTX being terminated and its participants eligible to join the SouthState Bank 401(k) plan.

Form Type: 424B5

Filing Date: 2025-06-10

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925058009

Filing Summary: SouthState Corporation is issuing $___ aggregate principal amount of fixed-to-floating rate subordinated notes due 2035. These Notes are being offered in minimum denominations of $1,000. The interest will be fixed for a certain period and subsequently switch to a floating rate. The document details the terms of interest payments, redemption options, and the structural hierarchy of the Notes as unsecured subordinated obligations. The risks related to the issuance and investment in the Notes, as well as forward-looking statements regarding the financial position of SouthState and its market strategies, are thoroughly outlined. The offering does not include any public market for the Notes and they will not be insured by the FDIC.

Form Type: DEF 14A

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000155837025002644

Filing Summary: SouthState Corp has filed a definitive proxy statement for their upcoming annual shareholder meeting scheduled for April 23, 2025. A significant highlight of the document is the recent acquisition of Independent Bank Group, Inc., which will enhance SouthState's operations in Texas and Colorado, expanding its banking presence and increasing its total asset size to approximately $65 billion. The meeting will involve voting on various proposals, including the election of 15 directors, approval of a non-binding advisory resolution on executive compensation, a change in the company's domicile from South Carolina to Florida, and the ratification of the independent registered public accounting firm for 2025. The record date for voting is set for February 24, 2025, allowing shareholders who were on record by this date to participate in the voting process. Furthermore, the document emphasizes the importance of shareholder participation and outlines the voting methods available to ensure that all shareholders can express their opinions on the listed agenda items.

Form Type: 8-K/A

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000155837025002235

Filing Summary: On March 5, 2025, SouthState Corporation filed an amendment to its previous Form 8-K filed on January 2, 2025, regarding the completion of its acquisition of Independent Bank Group, Inc. on January 1, 2025. This amendment provides the required financial statements and pro forma financial information following the merger. The merger agreement was established on May 17, 2024. Following the merger, Independent’s banking operations have merged with SouthState’s bank, continuing under the SouthState Bank name. This Form 8-K/A serves to supplement the initial report, focusing on the financial details post-merger, while it is noted that there are no updates or amendments other than those pertaining to financial statements and information related to the merger. The pro forma financial information provided is meant for informational purposes, indicating that actual results may differ significantly from the projections made in these financial statements, which remain preliminary as final purchase accounting entries have yet to be made.

Form Type: 8-K

Filing Date: 2025-01-02

Corporate Action: Merger

Type: New

Accession Number: 000155837025000006

Filing Summary: 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.

Form Type: 8-K

Filing Date: 2024-12-13

Corporate Action: Merger

Type: New

Accession Number: 000155837024016230

Filing Summary: 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.