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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): January 27, 2020

 

 

 

SOUTH STATE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Commission file number: 001-12669

   
South Carolina 57-0799315
(State of incorporation) (I.R.S. Employer Identification No.)
 
520 Gervais Street  
Columbia, South Carolina 29201
(Address of principal executive offices) (Zip Code)

 

(800) 277-2175

(Registrant’s telephone number, including area code)

 

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:

 

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

         
Title of each class:  Common Stock   Trading Symbol   Name of each exchange on which registered
$2.50 par value   SSB   Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01. Other Events.

 

On January 27, 2020, South State Corporation, a South Carolina corporation (the “Company”), and CenterState Bank Corporation, a Florida corporation (“CenterState”), issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of January 25, 2020 (the “Merger Agreement”), providing for the merger of the Company and CenterState, subject to the terms and conditions set forth therein. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

In connection with the announcement of the Merger Agreement, the Company and CenterState intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description of Exhibit
99.1   Joint Press Release, dated January 27, 2020
99.2   Investor Presentation, dated January 27, 2020
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

Forward-Looking Statements

 

Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State’s and CenterState’s respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “scheduled,” “plans,” “intends,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology.

 

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of South State or CenterState to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) 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, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) 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, (5) the failure to obtain the necessary approvals by the shareholders of South State or CenterState, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability by 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), (8) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (10) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution caused by South State’s issuance of additional shares of its common stock in the merger, (12) general competitive, economic, political and market conditions, and (13) other factors that may affect future results of CenterState and South State including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of CenterState and South State can be found in South State’s Annual Report on Form 10-K, 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 with the SEC and available on the SEC’s website at http://www.sec.gov. CenterState and South State disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

 

 

 

 

Important Information About the Merger and Where to Find It

 

South State intends to file a registration statement on Form S-4 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 will include a joint proxy statement of South State and CenterState that also constitutes a prospectus of South State. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of South State and CenterState in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL 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 CenterState Bank Corporation
520 Gervais Street 1101 First Street South, Suite 202
Columbia, SC 29201-3046 Winter Haven, FL 33880
Attention:  Investor Relations Attention:  Investor Relations
(800) 277-2175 (863) 293-4710

 

Before making any voting or investment decision, investors and security holders of South State and CenterState are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

 

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 will be included in the joint proxy statement/prospectus related to the proposed merger, which will be filed by South State with the SEC. 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. 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 2019 annual meeting of shareholders, as filed with the SEC on March 12, 2019, and other documents subsequently filed by CenterState with the SEC. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the merger filed with the SEC when they become available.

 

 

 

 

SIGNATURE

 

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
   
  By: /s/ John C. Pollok
  Name:   John C. Pollok
  Title: Senior Executive Vice President and Chief Financial Officer

 

Date: January 27, 2020

 

 

 

 

Exhibit 99.1

 

 

For Immediate Release Analyst Contacts: Will Matthews (205) 313-8122
    Jim Mabry (843) 529-5593
  Media Contacts:  Jackie Smith (803) 231-3486
    Richard Murray (205) 313-8103

 

South State and CenterState to Combine in Merger of Equals to Create Leading Southeast Regional Bank

 

Combined Company Positioned to be a High Performance Financial Institution with Approximately $34 Billion in Assets Serving 18 High Growth Markets in six Southeastern States

 

Merger Creates the 8th Largest Bank Headquartered in the Southeast

 

Financially Compelling Combination for Both Companies’ Shareholders

 

Combines Two Low-Cost Deposit Bases with Over One Million Customers and a Well Positioned Branch Network from Florida through Virginia

 

 

WINTER HAVEN, Florida and COLUMBIA, South Carolina – January 27, 2020 – CenterState Bank Corporation (NASDAQ: CSFL) (“CenterState”), the parent company of CenterState Bank, and South State Corporation (NASDAQ: SSB) (“South State”), the parent company of South State Bank, jointly announced today that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals with a total market value of approximately $6 billion to create a leading Southeastern-based regional bank.

 

Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, CenterState shareholders will receive 0.3001 shares of South State common stock for each share of CenterState common stock they own. CenterState shareholders will own approximately 53% and South State shareholders will own approximately 47% of the combined company.

 

The combined company will operate under the South State Bank name and will trade under the South State ticker symbol SSB on the Nasdaq stock market. The company will be headquartered in Winter Haven, Florida and will maintain a significant presence in Columbia and Charleston, South Carolina; Charlotte, North Carolina; and Atlanta, Georgia.

 

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Robert R. Hill, Jr., CEO of South State, will serve as Executive Chairman of the combined company. John C. Corbett, CEO of CenterState, will be CEO of the combined company. The Board of Directors of the combined company will consist of sixteen directors evenly split between the two legacy companies.

 

“We are excited to partner with CenterState,” said Robert R. Hill, Jr.  “We have great respect for John, the management team and the company CenterState has built. This is a great combination of cultures, which will create tremendous value for our shareholders.”

 

“We have known and admired Robert and his team for over a decade, and we believe our two organizations are an outstanding fit,” said John C. Corbett, CEO of CenterState. “Combining these two high-performing teams will allow us to build an even stronger company together.”

 

Strategically Compelling for Both Organizations

 

· Enhanced Scale to Drive Growth and Improve Profitability: The pro forma organization, with approximately $34 billion in assets and $26 billion in deposits, combines two high-quality companies with comparable credit and management philosophies.

 

· Strengthens Both Companies: This merger combines two highly respected management teams operating complementary business lines. It also diversifies the geographies of each company into a contiguous six-state footprint, spanning from Florida to Virginia.

 

· Combines Two Strong Core Deposit Franchises and High-Quality Loan Portfolios: The combined company will benefit from the combination of two low-cost core-funded deposit bases and high-quality loan portfolios, providing a stable source of funds and customers.

 

· High-Growth Markets: The organization will have locations in 10 of the 15 fastest growing Metropolitan Statistical Areas (MSAs) in the Southeast and will have a pro forma deposit-weighted population growth of 6%. The combined company will have a presence in seven of the ten most populous markets in the Southeast.

 

· Experienced and Compatible Management Teams: The management teams of the two companies have extensive experience and operate with very similar philosophies and values. Each management team has successfully completed numerous mergers and acquisitions and the subsequent integrations of systems and teams.

 

Financially Attractive Metrics for Shareholders

 

· Significant Earnings Per Share Accretion: The transaction is projected to deliver in excess of 20% EPS accretion to South State once cost saves are fully phased in, with minimal tangible book value dilution and a TBVPS earnback period of less than one year.

 

· Cost Synergies: The companies have identified $80 million in expected annual net cost savings fully phased in by 2022, representing approximately 10% of projected 2020 combined non-interest expenses.

 

· Leading Pro Forma Profitability: On a pro forma basis, the combined company is expected to deliver robust profitability metrics.

 

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Executive Leadership

 

The merger will combine the executive management teams from both organizations. In addition to Robert Hill, Executive Chairman, and John Corbett, CEO, the executive team of the combined company will include three members from each legacy company.

 

CenterState Leadership South State Leadership
Will Matthews, Chief Financial Officer Renee Brooks, Chief Operating Officer
Steve Young, Chief Strategy Officer Greg Lapointe, Chief Banking Officer
Richard Murray, President John Pollok, SEVP & Board Member

 

Approval and Timing

 

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.

 

Transaction Advisors

 

Piper Sandler & Co. served as financial advisor to South State, with Wachtell, Lipton, Rosen & Katz serving as legal advisor.

 

Keefe, Bruyette & Woods, A Stifel Company, served as financial advisor to CenterState, with Davis Polk & Wardwell LLP serving as legal advisor.

 

Joint Investor Conference Call

 

There will be a joint conference call to discuss the transaction at 8:30 a.m. Eastern Time today. To listen to the live call, please dial 877-506-9272 within the U.S. and 412-380-2004 for all other locations and enter the participant code 10138864. The live webcast, along with the related presentation, will be available on the investor relations section of each company’s website at http://www.southstatebank.com/ and https://www.centerstatebank.com/. An audio replay will be available beginning at 2:00 p.m. Eastern Time on January 27, 2020. To access the replay, dial 877-344-7529 and use conference number 10138864. International callers should dial 412-317-0088 and enter the same conference number. This replay, as well as the webcast, will be available through February 10, 2020 at 9:00 a.m. Eastern Time.

 

For more information and a message from our CEOs please visit BankingForward.com

 

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 $17 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.

 

About South State

 

South State Corporation is a financial services company headquartered in Columbia, South Carolina with approximately $15.9 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.

 

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Forward-Looking Statements

 

Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State’s and CenterState’s respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “scheduled,” “plans,” “intends,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology.

 

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of South State or CenterState to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) 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, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) 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, (5) the failure to obtain the necessary approvals by the shareholders of South State or CenterState, (6) the amount of the costs, fees, expenses and charges related to the merger, (7) the ability by 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), (8) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (10) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution caused by South State’s issuance of additional shares of its common stock in the merger, (12) general competitive, economic, political and market conditions, and (13) other factors that may affect future results of CenterState and South State including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of CenterState and South State can be found in South State’s Annual Report on Form 10-K, 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 with the SEC and available on the SEC’s website at http://www.sec.gov. CenterState and South State disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.

 

Important Information About the Merger and Where to Find It

 

South State intends to file a registration statement on Form S-4 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 will include a joint proxy statement of South State and CenterState that also constitutes a prospectus of South State. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of South State and CenterState in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL 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 CenterState Bank Corporation
520 Gervais Street 1101 First Street South, Suite 202
Columbia, SC 29201-3046 Winter Haven, FL 33880
Attention:  Investor Relations Attention:  Investor Relations
(800) 277-2175 (863) 293-4710

 

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Before making any voting or investment decision, investors and security holders of South State and CenterState are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.

 

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 will be included in the joint proxy statement/prospectus related to the proposed merger, which will be filed by South State with the SEC. 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. 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 2019 annual meeting of shareholders, as filed with the SEC on March 12, 2019, and other documents subsequently filed by CenterState with the SEC. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the merger filed with the SEC when they become available.

 

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Exhibit 99.2

 

 

 

2 Forward Looking Statements; Additional Information Information in this communication, other than statements of historical facts, may constitute forward - looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 . These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State’s and CenterState’s respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts . Forward - looking statements may be identified by terminology such as “may,” “will,” “should,” “scheduled,” “plans,” “intends,” “anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue” or negatives of such terms or other comparable terminology . All forward - looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of South State or CenterState to differ materially from any results expressed or implied by such forward - looking statements . Such factors include, among others, ( 1 ) 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, ( 2 ) disruption to the parties’ businesses as a result of the announcement and pendency of the merger, ( 3 ) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, ( 4 ) 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, ( 5 ) the failure to obtain the necessary approvals by the shareholders of South State or CenterState, ( 6 ) the amount of the costs, fees, expenses and charges related to the merger, ( 7 ) the ability by 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), ( 8 ) reputational risk and the reaction of each company's customers, suppliers, employees or other business partners to the merger, ( 9 ) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, ( 10 ) the possibility that the merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, ( 11 ) the dilution caused by South State's issuance of additional shares of its common stock in the merger, ( 12 ) general competitive, economic, political and market conditions, and ( 13 ) other factors that may affect future results of CenterState and South State including changes in asset quality and credit risk ; the inability to sustain revenue and earnings growth ; changes in interest rates and capital markets ; inflation ; customer borrowing, repayment, investment and deposit practices ; the impact, extent and timing of technological changes ; capital management activities ; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms . Additional factors which could affect future results of CenterState and South State can be found in South State’s Annual Report on Form 10 - K, 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 with the SEC and available on the SEC’s website at http : //www . sec . gov . CenterState and South State disclaim any obligation and do not intend to update or revise any forward - looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws . Important Information About the Merger and Where to Find It South State intends to file a registration statement on Form S - 4 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 will include a joint proxy statement of South State and CenterState that also constitutes a prospectus of South State . The definitive joint proxy statement/prospectus will be sent to the shareholders of each of South State and CenterState in connection with the proposed merger . INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL 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 : Before making any voting or investment decision, investors and security holders of South State and CenterState are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction . Free copies of these documents may be obtained as described above . 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 will be included in the joint proxy statement/prospectus related to the proposed merger, which will be filed by South State with the SEC . 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 . 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 2019 annual meeting of shareholders, as filed with the SEC on March 12 , 2019 , and other documents subsequently filed by CenterState with the SEC . Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the merger filed with the SEC when they become available . South State Corporation CenterState Bank Corporation 520 Gervais Street 1101 First Street South, Suite 202 Columbia, SC 29201 - 3046 Winter Haven, FL 33880 Attention: Investor Relations Attention: Investor Relations (800) 277 - 2175 (863) 293 - 4710

 

 

3 Creating the Leading Southeast Regional Bank Best in Class Markets and Teams Expanded Scale Improves Efficiency and Product Delivery Top Tier Performance Metrics

 

 

4 Source: S&P Global Market Intelligence. (1) Estimated balances at closing (2) 2021 consensus estimates with cost saves fully phased in (3) Includes top 15 largest markets in the Southeast sorted by projected ‘20 – ‘25 population growth markets. Data pro forma for announced transactions and as of the most recent quarter available. Creating the Leading Southeast Regional Bank Dominant Southeast Franchise (3) Powerful Operating Leverage (2) Winter Haven ~1.4% ROAA ~18% ROATCE ~52% Efficiency 300+ Branch Locations Across 10 15 Southeast Growth Markets #8 Largest Bank Headquartered in the Southeast of the top $34B Assets $24B Loans $26B Deposits Enhanced Scale Through Partnership (1) Orlando Charleston Richmond Charlotte Atlanta Tampa

 

 

5 A Common Disciplined Approach Soundness Profitability Growth

 

 

6 Deep and Experienced Leadership Team Will Matthews Chief Financial Officer Steve Young Chief Strategy Officer Richard Murray President Robert Hill Executive Chairman John Corbett Chief Executive Officer John Pollok SEVP and Director Renee Brooks Chief Operating Officer Greg Lapointe Chief Banking Officer

 

 

7 Transaction Rationale Strategically Compelling Strengthens Both Companies Financially Attractive Well - Positioned for Future Success • Creates a high - powered financial institution with $ 34 billion in assets • Contiguous footprint with meaningful presence high growth markets • Granular, low - cost deposit bases • Creates 8 th largest bank in the Southeast • Combines two experienced management and relationship banking teams • Adds complementary business lines and diversifies geographies • Significant EPS accretion with minimal tangible book dilution • Peer leading pro forma profitability • Conservative modeling assumptions • Increased scale to better compete in an evolving industry • Broader and stronger pro forma management team • Capital formation rate to provide flexibility

 

 

8 Transaction Terms Structure • Legal / Accounting Acquiror: South State Corporation • Exchange Ratio: 0.3001 x • Ownership Split: 47 % SSB / 53% CSFL Timing & Approval • Approvals: Shareholder and regulatory • Anticipated Closing: Q3 ‘20 Leadership • Board Composition: 8 South State / 8 CenterState • Executive Chairman: Robert Hill • CEO: John Corbett Operations • Brand: South State Bank • Headquarters : Winter Haven, FL • Major Support Centers : Winter Haven, Charleston, Columbia, Charlotte and Atlanta

 

 

9 Alabama Georgia Florida South Carolina North Carolina Virginia Attractive Markets of Operation Source: S&P Global Market Intelligence Dollars in Billions Deposit data as of 6/30/19 (1) Includes all MSAs with population over 500,000; with pro forma deposits greater than $100 million (2) Top 15 largest markets in the Southeast sorted by projected ‘20 – ‘25 population growth Pro Forma Company 15 Largest Markets in the Southeast Sorted by Pop. Growth (2) Meaningful Presence in 10 of the 15 most populous markets in the Southeast Deposits by Market (1) $1.7 $0.4 $1.1 $1.3 $1.6 $1.9 $0.6 $2.2 $1.3 $1.2 $1.0 $0.9 $0.7 $0.5 $0.4 1.6% 1.9% 2.4% 2.6% 4.2% 4.7% 6.1% 6.1% 6.3% 6.4% 6.7% 6.8% 7.0% 7.7% 7.9% Birmingham, AL Memphis, TN New Orleans, LA Virginia Beach, VA Richmond, VA Washington, D.C. Greenville, SC Atlanta, GA Miami, FL Nashville, TN Tampa, FL Jacksonville, FL Charlotte, NC Raleigh, NC Orlando, FL

 

 

10 0.67% 0.59% 0.50% Peer - leading Pro Forma Demographics and Deposit Base Source: S&P Global Market Intelligence Includes all banks headquartered nationwide with total assets between $25 and $50 billion (1) Population growth deposit weighted by county; deposit data as of 6/30/19 (2) Data as of most recent quarter available. MRQ Cost of Deposits (2) 2020 - 2025 Projected Population Growth (1) 5.7% 6.0% 6.4% Pro Forma Pro Forma

 

 

11 Peer - leading Pro Forma Profitability Source: FactSet Includes all banks headquartered nationwide with assets between $25.0 billion and $50.0 billion; excludes peers without estimates (1) 2021 consensus estimates with cost saves fully phased in 2021 Consensus Efficiency Ratio 2021 Consensus ROATCE 2021 Consensus ROAA (1) Pro Forma Pro Forma (1) Pro Forma (1) 1.10% 1.36% 1.41% 13.7% 14.6% 17.9% 61.3% 54.4% 51.9%

 

 

12 Core Funded Franchise Source: S&P Global Market Intelligence Data as of the three months ended 12/31/19; deposit data by state as of 6/30/19 Core Deposit Base Deposits by State South Carolina 61% Georgia 24% North Carolina 11% Virginia 4% Florida 77% Georgia 14% Alabama 9% Florida 40% South Carolina 29% Georgia 19% North Carolina 5% Alabama 5% Virginia 2% Cost of Deposits: 0.50% Cost of Deposits: 0.67% Demand Deposits 27% NOW Accounts 25% Money Market & Savings 35% Retail Time Deposits 11% Jumbo Time Deposits 2% Demand Deposits 28% NOW Accounts 27% Money Market & Savings 29% Retail Time Deposits 12% Jumbo Time Deposits 4% Demand Deposits 30% NOW Accounts 20% Money Market & Savings 33% Retail Time Deposits 12% Jumbo Time Deposits 5% Total Deposits: $12.2bn Total Deposits: $13.1bn Total Deposits: $25.3bn SSB CSFL Pro Forma

 

 

13 Loans/ Deposits (1) CRE/ RBC (2) Diversified Loan Portfolio 91.2% 229% 93.4% 294% 92.3% ~280% SSB CSFL Pro Forma C&D 9% 1 - 4 Family 27% Multifamily 2% Non Owner - Occupied CRE 25% Owner - Occupied CRE 20% C&I 10% Consumer & Other 8% C&D 9% 1 - 4 Family 22% Multifamily 2% Non Owner - Occupied CRE 30% Owner - Occupied CRE 21% C&I 10% Consumer & Other 7% C&D 9% 1 - 4 Family 33% Multifamily 2% Non Owner - Occupied CRE 19% Owner - Occupied CRE 19% C&I 10% Consumer & Other 9% Yield on Loans: 5.59% Yield on Loans: 4.63% Source: S&P Global Market Intelligence Loan composition and yield data as of or for the three months ended 12/31/19 (1) Excludes loans held for sale (2) Data as of 9/30/19; pro forma estimate includes merger adjustments

 

 

14 • $ 205 million pre - tax • 1.75%; amortized sum of years digits over 10 years • Based on consensus estimates • All stock merger of equals with CenterState merging into South State • CSFL shareholders receive 0.3001x SSB shares per CSFL share Consideration • Reversal of existing discounts on CenterState’s legacy acquired portfolio ($75 million) (1) • Other fair value marks of ($1.3) million Other Purchase Accounting Marks Key Merger Assumptions Standalone Earnings Per Share Core Deposit Intangible • $ 80.0 million of identified net cost savings • 9.7% of combined company 2020 consensus non - interest expense base • 25 % realization of net cost savings in ‘20 , 75% in ‘21 and 100% thereafter Estimated Net Cost Savings Merger & Integration Costs • Loan credit mark of 1.1% on gross loans comprised of: – 0.16% PCD mark on gross loans – 0.92% non - PCD mark on gross loans (accreted back through earnings over the 4.5 year life of the loans) • Day 2 CECL reserve of 1.0x non - PCD credit mark (additional ‘double - count’ of 0.92% on gross loans) Credit Assumptions • Identified but not modeled Revenue Synergies (1) Estimated at time of close

 

 

15 Summary Financial Impact (1) 2021 EPS accretion assumes cost savings are fully phased - in for illustrative purposes (2) Includes full impact of one - time merger expenses for illustrative purposes (3) Pro forma at closing, including the estimated impact of purchase accounting and the inclusion of the CECL ‘double count’ as described on the previous page. EPS Accretion to Acquirer (1 ) > 20 % TBV per Share Impact (2)(3) ~ (2 %) TBV Earnback Period (2)(3) < 1 Year Pro Forma Capital (2)(3) CET1 ratio of ~10.5%

 

 

16 The Combined Company Source: S&P Global Market Intelligence Dollars in billlions Data as of 12/31/19; pricing data as of 1/24/20 (1) High Growth Markets defined as the 25 fastest growing MSAs in the Southeast with population greater than 500,000 Pro Forma Highlights 18 High Growth Markets (1) 6% ‘ 20 – ‘ 25 Proj. Pop. Growth $24 B Loans $26 B Deposits $34B Total Assets $6.1B Market Cap 1+ m illion Customers Mobile Tallahassee Charleston Greensboro Charlotte Myrtle Beach Columbus Montgomery Huntsville Birmingham Atlanta Orlando Norfolk Richmond Virginia Beach Raleigh Jacksonville Arlington St. Petersburg Tampa Fort Lauderdale Miami Columbia Pensacola Savannah Greenville 81 64 95 40 16 75 65 10 75 59 '20 - '25 Proj. Pop. Growth < 0.0% 0.0% - 5.0% 5.0% - 10.0%

 

 

17 Appendix 17

 

 

18 15 Largest Banks in the Southeast Source: S&P Global Market Intelligence Dollars in billions Data as of the most recent quarter available; pricing data as of 1/24/20 Pro forma for announced transactions Rank Institution Total Assets Market Cap 1 Bank of America Corporation $2,434 $296.4 2 Truist Financial Corporation 445 74.5 3 Capital One Financial Corporation 390 47.6 4 Regions Financial Corporation 126 15.0 5 First Horizon National Corporation 75 9.1 6 Synovus Financial Corp. 48 5.4 7 First Citizens BancShares, Inc. 40 5.7 8 Pro Forma 34 6.1 9 BankUnited, Inc. 33 3.2 10 Hancock Whitney Corporation 31 3.6 11 Pinnacle Financial Partners, Inc. 28 4.6 12 United Bankshares, Inc. 25 4.7 13 Bank OZK 24 3.6 14 Simmons First National Corporation 21 2.8 15 BancorpSouth Bank 20 3.2

 

 

19 Creating Value for Shareholders Illustrative Market Value Creation SSB ~$2.8 bn ~$0.8 bn CSFL ~$3.2 bn ~$6.1 bn ~$6.9 bn Standalone Mkt Cap Value of Cost Savings Illustrative Combined Value Source: S&P Global Market Intelligence Pricing data as of 1/24/20 Note: SSB share count data as of 12/31/19; CSFL market cap inclusive of transaction terms; capitalization of cost savings assumes a weighted average price / 2021 EPS multiple and 100% fully phased - in cost savings Total Cost Synergies: $80.0mm Organizational Efficiencies & Overhead Redundancies 50% Legacy Systems, Vendors & Outside Services 31% Occupancy, Regulatory 10% Other 9%

 

 

20 Solid Checking Deposit Mix – Consumer vs. Commercial Source: Company documents SSB CSFL Pro Forma Consumer 43% Commercial 57% Checking Accounts by Number Checking Accounts by Dollars ~778 thousand Checking Accounts ~1.1 million Total Deposit Accounts Pro Forma # of Accounts Consumer 80% Commercial 20% Consumer 25% Commercial 75% Consumer 34% Commercial 66% Consumer 84% Commercial 16% Consumer 72% Commercial 28%

 

 

21 Pro Forma Net Operating Revenue – 4Q 2019 (1) Pro Forma represents sum of SSB and CSFL 4Q 2019 revenue. Wealth & Trust Deposit Services Mortgage Banking Other Correspondent Banking Wealth & Trust Deposit Services Mortgage Banking Other Correspondent Banking Wealth & Trust Deposit Services Mortgage Banking Other Net Interest Income Fee Income Net Interest Income Fee Income Net Interest Income Fee Income Net Operating Revenue Fee Income $ 163 M 22% 78% $ 208 M 76 % 24 % $ 371 M 77% 23% $36M 19 % 53 % 10 % 18 % $ 50 M 2 % 18 % 16 % 18 % 46 % $ 87 M 27 % 9 % 31 % 15 % 18 % SSB CSFL Pro Forma (1)

 

 

22 Combination Will Benefit All St akeh olders Customers Employees & Team Culture Communities Shareholders • Improved product mix to benefit clients • Enhanced customer experience with investments in technology • Complementary corporate cultures • C areer growth opportunities • Minimal disruption due to lack of overlap • Continued commitment to local communities through investment and team involvement • Partnership to value through increased earnings • Dedicated to managing risk while delivering superior returns to our shareholders

 

 

23 Mutual Due Diligence Process Focus on Cultural Compatibility Detailed Risk Management Analysis Human Capital Planning and Management Extensive Mutual Credit Review Finance and Accounting Evaluation

 

 

Robert R. Hill, Jr. Chief Executive Officer South State Corporation John C. Corbett Chief Executive Officer CenterState Bank Corporation William E. Matthews V Chief Financial Officer CenterState Bank Corporation John C. Pollok Chief Financial Officer South State Corporation Stephen D. Young Chief Operating Officer CenterState Bank Corporation James C. Mabry IV Executive Vice President of Investor Relations and Mergers & Acquisitions South State Corporation