SOUTH STATE Corp (Form: 8-K, Received: 11/20/2015 09:25:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 16, 2015

SOUTH STATE CORPORATION

(Exact name of registrant as specified in its charter)

South Carolina
(State or other jurisdiction of
incorporation)

001-12669
(Commission File Number)

57-0799315
(IRS Employer
Identification No.)

520 Gervais Street
Columbia, South Carolina
(Address of principal executive offices)

29201
(Zip Code)

(800) 277-2175

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

On November 16, 2015, South State Corporation (the “Company”) entered into a third amendment to the Credit Agreement (the “Agreement”) with U.S. Bank National Association (the “Lender”) dated October 28, 2013. The Agreement provides for a $20 million unsecured line of credit by the Lender to the Company. The maturity date of the Agreement is November 15, 2016, provided that the Agreement may be extended subject to the approval of the Lender.

Borrowings by the Company under the Agreement will bear interest at a rate per annum equal to 1.75% plus the one-month LIBOR rate quoted by the Lender from Reuters Screen LIBOR01 Page or any successor thereto, as described in further detail in the Agreement. For a period of not less than 30 consecutive days during each 12-month period of the Agreement, the Company must prepay so much of the aggregate outstanding principal amount of loans as is necessary to reduce the aggregate outstanding amount of loans to an amount equal to $0 at all times during such 30-day period. The Company currently has no outstanding loans under the Agreement.

Under the terms of the Agreement, each quarter the Company is required to pay an unused commitment fee based upon the average principal balance outstanding during any calendar quarter. As the average balance outstanding increases, the unused commitment fee decreases. Assuming the entire line of credit remains unused for the period of this agreement (364 days), the Company would pay the Lender $55,000 in an unused fee. This would be the maximum paid annually.

The Agreement contains customary representations, warranties, covenants and events of default, including, without limitation, financial covenants requiring that the Company maintain (i) a total risk-based capital ratio not less than 11.5% as of the last day of any fiscal quarter, (ii) a “well-capitalized” status at all times, (iii) a non-acquired non-performing assets to tangible capital ratio equal to or less than 18%, and (iv) net income, excluding gains or losses resulting from the sale of investments or other capital assets (other than transactions in the ordinary course of business) and excluding gains or expenses on acquisitions arising from the acquisition method of accounting for business combinations, of at least $10.0 million for each fiscal quarter thereafter.

The foregoing summary of the amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The relevant disclosure set forth in Item 1.01 above is incorporated herein by reference in response to this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

10.1		Credit Agreement, dated as of October 28, 2013, by and between First Financial Holdings, Inc., as borrower, and U.S. Bank National Association, as lender (filed as Exhibit 10.1 of First Financial Holdings, Inc.’s Current Report on Form 8-K, filed on October 29, 2013, and incorporated herein by reference)

10.2		Amendment No. 1, dated as of October 27, 2014, to Credit Agreement, dated as of October 28, 2013, by and between South State Corporation, as borrower, and U. S. Bank National Association, as lender (filed as Exhibit 10.2 of South State Corporation’s Current Report on Form 8-K, filed on October 31, 2014, and incorporated herein by reference)

10.3		Amendment No. 2, dated November 5, 2015, executed an amendment to its credit agreement with the Lender, U. S. Bank National Association to extend its $20.0 million unsecured line of credit through November 15, 2015 (filed under Item 5, Other information, of South State Corporation’s Form 10-Q, filed on November 6, 2015, and incorporated herein by reference)

10.4

Amendment No. 3, dated as of November 16, 2015, to Credit Agreement, dated as of October 28, 2013, by and between South State Corporation, as borrower, and U.S. Bank National Association, as lender

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.

	SOUTH STATE CORPORATION
	(Registrant)

Date: November 20, 2015	/s/ John C. Pollok
	John C. Pollok
	Senior Executive Vice President,
	Chief Financial Officer and
	Chief Operating Officer

Exhibit Index

Exhibit No.		Description

10.1		Credit Agreement, dated as of October 28, 2013, by and between First Financial Holdings, Inc., as borrower, and U.S. Bank National Association, as lender (filed as Exhibit 10.1 of First Financial Holdings, Inc.’s Current Report on Form 8-K, filed on October 29, 2013, and incorporated herein by reference)

10.2		Amendment No. 1, dated as of October 27, 2014, to Credit Agreement, dated as of October 28, 2013, by and between South State Corporation, as borrower, and U. S. Bank National Association, as lender (filed as Exhibit 10.2 of South State Corporation’s Current Report on Form 8-K, filed on October 31, 2014, and incorporated herein by reference)

10.3		Amendment No. 2, dated November 5, 2015, executed an amendment to its credit agreement with the Lender, U. S. Bank National Association to extend its $20.0 million unsecured line of credit through November 15, 2015 (filed under Item 5, Other information, of South State Corporation’s Form 10-Q, filed on November 6, 2015, and incorporated herein by reference)

10.4		Amendment No. 3, dated as of November 16, 2015, to Credit Agreement, dated as of October 28, 2013, by and between South State Corporation, as borrower, and U.S. Bank National Association, as lender

Exhibit 10.4

DEFINITIVE AGREEMENT

AMENDMENT NO. 3

Dated as of November 16, 2015

to and under

Credit Agreement

Dated as of October 28, 2013, as Amended

Each of SOUTH STATE CORPORATION, formerly known as “First Financial Holdings, Inc.” (the “ Company ”), and U.S. BANK NATIONAL ASSOCIATION (the “ Lender ”) agree as follows:

1. Credit Agreement; Background . (a) Reference is made to the Credit Agreement, dated as of October 28, 2013, between the Company and the Lender, as amended by Amendment No. 1, dated as of October 27, 2014 (“ Amendment No. 1 ”), between the Company and the Lender, and as further amended by the Agreement to Reinstate and Amendment No. 2, dated as of November 5, 2015, between the Company and the Lender (said credit agreement, as so amended, the “ Credit Agreement ”). Terms used but not defined in this Amendment No. 3 (this “ Amendment ”) shall have the meanings ascribed to them in the Credit Agreement.

(b) The Company has requested that the Lender agree to amend the definition of “Termination Date” as set forth in the Credit Agreement on the terms and subject to the conditions hereinafter set forth and the Lender is willing so to agree.

2. Amendment . As of the Effective Date (as defined in Section 5, below), Section 1.1 of the Credit Agreement shall be amended by deleting the definition of “Termination Date” in its entirety and replacing said definition with the following:

“‘ Termination Date ’ shall mean November 15, 2016, or, in any case, such earlier date on which the Obligations shall terminate as provided in this Amendment.”

3. Continuing Effect of Credit Agreement . The provisions of the Credit Agreement, as amended by the amendment in Section 2 hereof, are and shall remain in full force and effect and are hereby in all respects confirmed, approved and ratified.

4. Representations and Warranties . In order to induce the Lender to agree to the amendment contained herein, the Company hereby represents and warrants as follows:

(a) The Company has the power, and has taken all necessary action to authorize it, to execute, deliver and perform in accordance with their respective terms, this Amendment and the Credit Agreement as amended by this Amendment. This Amendment has been duly executed and delivered by the duly authorized officers of the Company and is, and the Credit Agreement as amended by this Amendment is, the legal, valid and binding obligation of the Company enforceable in accordance with its terms.

(b) Each of the representations and warranties set forth in Section 3 of the Credit Agreement, after giving effect to this Amendment, shall be made at and as of the Effective Date, except to the extent that any such representations or warranties are made as of a specified date or with respect to a specified period of time, in which case such representations and warranties shall be made as of such specified date or with respect to such specified period.

5. Conditions to Effectiveness . This Amendment shall be effective as of November 16, 2015 (the “ Effective Date ”), but only after the Lender, in its sole discretion, shall have determined that each of the following conditions has been satisfied by the Company or waived by the Lender:

(a) The Lender shall have received each of the following in form and substance satisfactory to it:

(i) this Amendment duly executed by the Company and the Lender;

(ii) an incumbency certificate, dated the Effective Date, executed by the secretary or assistant secretary of the Company, which shall identify by name and title, and bear the signature of, each officer of the Company authorized to sign this Amendment and the documents delivered by the Company hereunder and to effect the amendments contemplated hereby (each such officer, an “ Authorized Officer ”);

(iii) either a copy of the by-laws of the Company, certified on the Effective Date by the secretary or assistant secretary of the Company, or a certificate, dated the Effective Date, of the secretary or assistant secretary of the Company certifying that the by-laws of the Company, as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind;

(iv) either a copy of the by-laws of South State Bank, certified on the Effective Date by the secretary or assistant secretary of the South State Bank, or a certificate, dated the Effective Date, of the secretary or assistant secretary of South State Bank certifying that the by-laws of South State Bank, as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind;

(v) a Certificate of Existence for the Company, issued by the Office of the Secretary of State of South Carolina, and either certified copies of the Articles of Incorporation of the Company, issued by the Office of the Secretary of State of South Carolina, or a certificate, dated the Effective Date, of the secretary or assistant secretary of the Company certifying that the Articles of Incorporation of the Company, as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind;

(vi) a Certificate of Existence for South State Bank, issued by the Office of the Secretary of State of South Carolina, and either certified copies of the Articles of Incorporation of South State Bank, issued by the Office of the Secretary of State of South Carolina, or a certificate, dated the Effective Date, of the secretary or assistant secretary of South State Bank certifying that the Articles of Incorporation of South State Bank, as delivered to the Lender under Section 5(a)(vi) of Amendment No. 1, remain in full force and effect without amendment or modification of any kind;

(vii) copies (in form and substance satisfactory to the Lender), certified on the Effective Date by the secretary or assistant secretary of the Company, of resolutions of the Company authorizing the execution and delivery of this Amendment;

(viii) a certificate, dated the Effective Date, of an Authorized Officer stating that each representation made or deemed made under Section 4 of this Amendment is true and correct on and as of such date or, in the case of any such representation or warranty that is made as of a specified date or with respect to a specified period of time, as of such specified date or with respect to such specified period and that all conditions precedent to the Effective Date have been satisfied by the Company;

(ix) an opinion of counsel for the Company, who may be in-house counsel, dated the Effective Date, with respect to this Amendment, the Credit Agreement as amended hereby, and the matters contemplated hereby and thereby; and

(x) such other information, documents or materials as the Lender may have reasonably requested.

6. Governing Law . This Amendment shall, pursuant to New York General Obligations Law 5-1401, be construed in accordance with and governed by the law of the State of New York.

7. Counterparts . This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.

8. Headings . Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers all as of the date hereinabove set forth.

	SOUTH STATE CORPORATION


	By:	/s/ Richard C. Mathis
	Name:	Richard C. Mathis
	Title:	EVP & Treasurer


	U.S. BANK NATIONAL ASSOCIATION


	By:	/s/ Jeffrey P. Googins
	Name:	Jeffrey P. Googins
	Title:	Vice President