SOUTH STATE CORPORATION (NASDAQ:SSB) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive
Agreement.
The information set forth in the Introductory Note is
incorporated herein by reference.
In connection with the Merger, the Company assumed certain
obligations of SBFC with respect to its outstanding trust
preferred securities, as set forth below.
to the First Supplemental Indenture, dated as of January3, 2017,
among the Company, SBFC and U.S. Bank National Association (U.S.
Bank), as trustee (the SBFC Trust I Supplemental Indenture), the
Company assumed the performance of the covenants and conditions
to be performed or observed by SBFC under the Indenture, dated as
of December5, 2005, between SBFC and U.S. Bank, as trustee,
relating to Junior Subordinated Debt Securities due December15,
2035, and the due and punctual payment of the principal of and
premium, if any, and interest on all such securities. In
addition, to the Assumption Letter, dated as of January3, 2017,
between the Company and U.S. Bank (the SBFC Trust I Assumption
Letter), the Company assumed all the duties, warranties and
obligations of SBFC under the Guarantee Agreement, dated as of
December5, 2005, between SBFC and U.S. Bank.
to the First Supplemental Indenture, dated as of January3, 2017,
among the Company, SBFC and U.S. Bank, as trustee (the SBFC Trust
II Supplemental Indenture, and together with the SPFC Trust I
Supplemental Indenture, the Supplemental Indentures), the Company
assumed the performance of the covenants and conditions to be
performed or observed by SBFC under the Indenture, dated as of
March31, 2006, between SBFC and U.S. Bank (as successor to Bank
of America, N.A., formerly known as LaSalle Bank National
Association), as trustee, relating to Junior Subordinated Debt
Securities due June15, 2036, and the due and punctual payment of
the principal of and premium, if any, and interest on all such
securities. In addition, to the Assumption Letter, dated as of
January3, 2017, between the Company and U.S. Bank (the SBFC Trust
II Assumption Letter, and together with the SBFC Trust I
Assumption Letter, the Assumption Letters), the Company assumed
all the duties, warranties and obligations of SBFC under the
Guarantee Agreement, dated as of March31, 2006, between SBFC and
U.S. Bank (as successor to Bank of America, N.A., formerly known
as LaSalle Bank National Association).
The foregoing description of the Supplemental Indentures and
Assumption Letters do not purport to be complete and are
qualified in their entirety by reference to the applicable
documents, which are incorporated herein by reference. The
Supplemental Indentures are filed as Exhibits 4.1 and 4.2 hereto,
and the Assumption Letters are filed as Exhibits 10.1 and 10.2
hereto.
Item 2.01. Completion of Acquisition or
Disposition of Assets.
The information set forth in the Introductory Note is
incorporated herein by reference.
On January3, 2017, to the terms of the Merger Agreement, SBFC
merged with and into the Company, with the Company continuing as
the surviving entity in the Merger. Immediately after the Merger,
SBFCs wholly owned bank subsidiary, Georgia Bank Trust Company of
Augusta (Georgia Bank Trust), merged with and into South States
wholly owned bank subsidiary, South State Bank (the Bank Merger),
with South State Bank as the surviving entity in the Bank Merger.
Under the terms and subject to the conditions of the Merger
Agreement, at the effective time of the Merger (the Effective
Time), each share of common stock, par value $3.00 per share, of
SBFC (SBFC Common Stock)
(except for any shares that are owned directly by South State
or SBFC, which were cancelled in the Merger) was converted into
the right to receive 0.7307 shares (the Exchange Ratio) of
common stock, par value $2.50 per share, of the Company
(Company Common Stock) (such amount, the Merger Consideration).
No fractional shares of Company Common Stock were issued in the
Merger, and SBFC shareholders became entitled to receive cash
in lieu of fractional shares.
At the Effective Time, each stock option granted by SBFC (each
of which was vested at the Effective Time) was converted into
the right to receive a cash amount equal to the product of
(i)the number of shares of SBFC Common Stock subject to such
stock option immediately prior to the Effective Time and
(ii)the excess of the product of (a)the average closing price
per share for Company Common Stock for the ten full trading
days ending on the day immediately preceding the closing date
and (b)the Exchange Ratio, over the exercise price of such
option. In addition, at the Effective Time, each award of
restricted shares of SBFC Common Stock was cancelled and
converted into the right to receive the Merger Consideration in
respect of each share of SBFC Common Stock underlying such
award.
The foregoing description of the Merger and the Merger
Agreement does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which was
filed as Exhibit2.1 to South States Current Report on Form8-K
filed on June22, 2016, and is incorporated by reference herein.
Item 5.02. Departure of Directors or
Principal Officers; Election of Directors; Appointment of
Principal Officers.
The information set forth in the Introductory Note is
incorporated herein by reference.
As previously announced on the Companys Current Report on
Form8-K filed on December15, 2016, in connection with the
Merger, the Companys Board of Directors (the Board) caused the
number of directors that comprise the full board of directors
to be 14, effective as of the Effective Time. On December15,
2016, seven directors notified the Company of their retirement
from the Board and its respective committees, effective as of
the Effective Time.
At the Effective Time, to the terms of the Merger Agreement,
the Board appointed Grey B. Murray, a former director of
Georgia Bank Trust, as a director of the Company. Mr.Murray has
been appointed to serve on the Risk and Audit Committees of the
Board.
Mr.Murray serves as President of United Brokerage Company,Inc.
He previously served as a director of Georgia Bank Trust since
May1998, and has served on the University Hospital Foundation
Board.
There are no arrangements or understandings between Mr.Murray
and any other person to which he was selected as a director.
Mr.Murray has no family relationships with any director or
executive officer of the Company, and there are no transactions
in which Mr.Murray has an interest requiring disclosure under
Item 404(a)of Regulation S-K.
Item 8.01. Other Events.
On January3, 2017, South State issued a press release
announcing the completion of the Merger, a copy of which is
attached hereto as Exhibit99.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(a) Financial Statements of Business Acquired.
The Company intends to file financial statements of SBFC
required by Item 9.01(a)as part of an amendment to this Current
Report on Form8-K or otherwise not later than 71 calendar days
after the date this Current on Form8-K is required to be filed.
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information
required by Item 9.01(b)as part of an amendment to this Current
Report on Form8-K or otherwise not later than 71 calendar days
after the date this Current Report on Form8-K is required to be
filed.
(d) Exhibits.
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ExhibitNo. |
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DescriptionofExhibit |
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2.1 |
Agreement and Plan of Merger, dated as of June16, 2016, |
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4.1 |
First Supplemental Indenture, dated as of January3, 2017, |
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|
4.2 |
First Supplemental Indenture, dated as of January3, 2017, |
|
|
10.1 |
Assumption Letter, dated as of January3, 2017, between |
|
|
10.2 |
Assumption Letter, dated as of January3, 2017, between |
|
|
99.1 |
Press Release, dated January4, 2017. |
* The registrant has omitted schedules and similar attachments
to the subject agreement to Item 601(b)(2)of Regulation S-K.
South State agrees to furnish supplementally to the Securities
and Exchange Commission a copy of any omitted schedule or
similar attachment upon request.
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.
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SOUTH STATE CORPORATION |
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By: |
/s/ John C. Pollok |
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John C. Pollok |
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Senior Executive Vice President, Chief Financial Officer |
Date: January4, 2017
EXHIBITINDEX
|
ExhibitNo. |
|
DescriptionofExhibit |
|
2.1 |
Agreement and Plan of Merger, dated as of June16, 2016, |
|
|
4.1 |
First Supplemental Indenture, dated as of January3, 2017, |
|
|
4.2 |
First Supplemental Indenture, dated as of January3, 2017, |
|
|
10.1 |
Assumption Letter, dated as of January3, 2017, between |
|
|
10.2 |
Assumption Letter, dated as of January3, 2017, between |
|
|
99.1 |
Press Release, dated January4, 2017. |
* The registrant has omitted schedules and similar attachments
to the subject agreement
SOUTH STATE CORPORATION (NASDAQ:SSB) Recent Trading Information
SOUTH STATE CORPORATION (NASDAQ:SSB) closed its last trading session up +0.30 at 87.60 with 69,509 shares trading hands.