SOUTH STATE Corp (Form: 8-K, Received: 11/16/2020 09:05:11)

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, 2020 (November 15, 2020)

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.)

1101 First Street South, Suite 202,

Winter Haven, FL

(Address of principal executive offices)

33880

(Zip Code)

(863) 293-4710

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):

☐ 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	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $2.50 per share	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 1.01 Entry into a Material Definitive Agreement

On November 15, 2020, South State Corporation (the “Company”) entered into a ninth amendment to its Credit Agreement (the “Agreement”) with U.S. Bank National Association (the “Lender”) dated October 28, 2013. The Agreement provides for a $100.0 million unsecured line of credit to the Company. The maturity date of the Agreement is November 15, 2021, 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 2.00% plus the greater of (i) 0.00% and (ii) 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 zero dollars 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 in an amount equal to the “Commitment Fee Percentage” times the difference between the outstanding revolving loan commitments and the average daily principal balance of loans outstanding under the Agreement. As the average balance outstanding increases, the unused commitment fee decreases. The applicable Commitment Fee Percentage shall be, for any fiscal quarter (or portion thereof), (a) 0.35%, if the average aggregate balance of certain U.S. Bank convertible money market deposit account and eurodollar investments of the Company and its bank subsidiaries for such fiscal quarter (the “Investment Balance”) is less than $50.0 million, (b) 0.15%, if the Investment Balance for such fiscal quarter is equal to or greater than $50.0 million but less than $100.0 million, and (c) 0.00%, if the Investment Balance for such fiscal quarter is equal to or greater than $100.0 million.

The Agreement contains customary representations, warranties, covenants and events of default, including, without limitation, financial covenants requiring that the Company (i) maintain a total risk-based capital ratio not less than 11.00% as of the last day of any fiscal quarter, (ii) maintain a “well-capitalized” status at all times, (iii) not permit the Company’s non-performing assets to tangible capital ratio to exceed 12.00%, (iv) with respect to the Company, maintain a Fixed Charge Coverage Ratio of not less than 1.35 to 1, at the end of each fiscal quarter, and (v) with respect to the Company, at all times maintain liquidity of not less than $25.0 million. In addition, the Agreement includes a covenant with respect to the Company that limits subordinated holding company indebtedness, subject to certain exceptions, including a basket for up to $450.0 million of such indebtedness.

Capitalized terms used in this Form 8-K but not defined herein shall have the meanings ascribed to them in the Agreement. The foregoing summary of the Agreement 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

	Exhibit 10.1	Amendment No. 9, dated as of November 15, 2020, 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 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
	(Registrant)

	By:	/s/ William E. Matthews, V
		William E. Matthews, V
		Senior Executive Vice President and Chief Financial Officer

Date: November 16, 2020

Exhibit 10.1

AMENDMENT NO. 9

Dated as of November 15, 2020

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.

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, 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, and as further amended by Amendment No. 3, dated as of November 16, 2015, between the Company and the Lender, and as further amended by the Amendment No. 4, dated as of November 15, 2016, between the Company and the Lender, and as further amended by the Amendment No. 5, dated as of November 15, 2017 between the Company and the Lender, and as further amended by the Amendment No. 6, dated as of November 15, 2018, between the Company and the Lender, and as further amended by the Amendment No. 7, dated as of November 15, 2019, between the Company and the Lender, and as further amended by the Amendment No. 8, dated as of June 1, 2020, between the Company and the Lender (said credit agreement, as so amended, the “Credit Agreement”). Terms used but not defined in this Amendment No. 9 (this “Amendment”) shall have the meanings ascribed to them in the Credit Agreement.

2. Amendments. On and after the Effective Date (as defined in Section 5 below), the Credit Agreement shall be amended as hereinafter set forth.

(a) The definition of “SCBT” in Section 1.1(a) of the Credit Agreement is hereby deleted. The following definitions in Section 1.1(a) of the Credit Agreement shall be amended in their entirety to read as follows:

“Bank Subsidiary” shall mean South State Bank, and any Person which is now or hereafter an “insured depository institution” within the meaning of 12 U.S.C. Section 1831(c), as amended, and which is now or hereafter “controlled” by the Company within the meaning of 12 U.S.C. Section 1841(a), as amended.

“Net Income” shall mean, for any period, the net after-tax income of the Company, excluding the after-tax effect of the sum of (a) gains or losses resulting from the sale of investments or other capital assets (other than transactions in the ordinary course of business), (b) gains or expenses on acquisitions arising from the acquisition method of accounting for business combinations, and (c) one time charges or expenses related to the

merger of the Company and CenterState Bank Corporation, including without limitation transaction expenses and loan write-downs required in accordance with GAAP in accordance with the Day 2 CECL Provision of Acquisition Accounting.

“South State Bank” shall mean South State Bank, National Association, a national banking association.”

“Termination Date” shall mean November 15, 2021, or, in any case, such earlier date on which the Obligations shall terminate as provided in this Agreement.

(b) The notice provisions of Section 8.8 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“Notices. All communications or notices required or permitted by this Agreement shall be in writing and shall be deemed to have been given or made when delivered by hand, deposited in the mail or sent by email or facsimile. Communication or notices shall be delivered personally or by certified or registered mail, postage prepped, or by email or facsimile and addressed as follows, unless and until either of such parties notifies the other in accordance with this section of a change of address:

If to the Company: South State Corporation

1101 First Street South

Winter Haven, Florida 33880

Attn: William E. Matthews, V

Chief Financial Officer

wmatthews@centerstatebank.com

Fax: 863-294-2218

With a copy to: Beth S. DeSimone

General Counsel, at the same address

bdesimone@centerstatebank.com

863-294-2218

If to the Lender: U.S. Bank, National Association

Hearst Tower, EX-NC-WSTC

214 N. Tryon Street

Charlotte, NC 28202

Attn: Mr. Jeffrey P. Googins, Senior Vice President

jeffrey.googins@usbank.com

3. Continuing Effect of Credit Agreement. The provisions of the Credit Agreement, as amended by the amendments 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 15, 2020 (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) copies, 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;

(vi) a certificate, dated the Effective Date, of an Authorized Officer certifying that (i) 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 (ii) all conditions precedent to the Effective Date have been satisfied by the Company; and

(vii) 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/ William E. Matthews, V
	Name:	William E. Matthews V
	Title:	Senior EVP & Chief Financial Officer


	U.S. BANK NATIONAL ASSOCIATION


	By:	/s/ Chris Cavacini
	Name:	John “Chris” Cavacini
	Title:	Senior Vice President