SOUTH STATE CORPORATION (NASDAQ:SSB) Files An 8-K Other EventsItem 8.01.Other Events.
Receipt of Regulatory Approvals for Merger with Park Sterling
As previously announced, South State Corporation (“South State” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Park Sterling Corporation (“Park Sterling”), to which Park Sterling will merge with and into the Company (the “Merger”).
On November 15, 2017, South State announced that it has received all required regulatory approvals for the transactions contemplated by the Merger Agreement.As previously disclosed, the Merger Agreement was approved by shareholders of each of South State and Park Sterling on October 25, 2017.South State expects to complete the Merger on or around November 30, 2017, and anticipates that the system conversion following the closing of the Merger will occur in the second quarter of 2018.The press release announcing the receipt of required regulatory approvals for the transactions contemplated by the Merger Agreement is attached and included as Exhibit 99.1 to this report and is incorporated herein by reference.
Sandler O’Neill + Partners, L.P. 2017 East Coast Financial Services Conference
The management of South State will participate in the Sandler O’Neill + Partners, L.P. (“Sandler O’Neill”) 2017 East Coast Financial Services Conference in Naples, Florida on November 15-17, 2017.John C. Pollok, Senior Executive Vice President, Chief Financial Officer, and Chief Operating Officer, and James C. Mabry, IV, Executive Vice President – Investor Relations and Mergers & Acquisitions, will meet with analysts and institutional investors, and will provide the attached investor presentation on Thursday, November 16, 2017.A copy of the presentation will be made available at the Company’s website (http://www.southstatebank.com) and is attached as Exhibit 99.2 to this report and incorporated herein by reference.
Cautionary Note Regarding Any Forward-Looking Statements
Statements included in this report which are not historical in nature are intended to be, and are hereby identified as, forward looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Forward looking statements generally include words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions.The Company cautions readers that forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results.Such risks and uncertainties, include, among others, the following possibilities: (1) the outcome of any legal proceedings instituted against the Company or Park Sterling; (2) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between the Company and Park Sterling; (3) the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where the Company and Park Sterling do business; (4) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (5) diversion of management’s attention from ongoing business operations and opportunities; (6) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction; (7) South State’s ability to complete the acquisition and integration of Park Sterling successfully; (8) credit risks associated with an obligor’s failure to meet the terms of any contract with the bank or otherwise fail to perform as agreed under the terms of any loan-related document; (9) interest risk involving the effect of a change in interest rates on the bank’s earnings, the market value of the bank’s loan and securities portfolios, and the market value of the Company’s equity; (10) liquidity risk affecting the bank’s ability to meet its obligations when they come due; (11) risks associated with an anticipated increase in the Company’s investment securities portfolio, including risks associated with acquiring and holding investment securities or potentially determining that the amount of investment securities the Company desires to acquire are not available on terms acceptable to the Company; (12) price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market” portfolios; (13) transaction risk arising from problems with service or product delivery; (14) compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards; (15) regulatory change risk resulting from new