SOUTHEASTERN BANK FINANCIAL CORPORATION (NASDAQ:SBFC) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note to this
Current Report on Form 8-K is incorporated by reference in its
entirety.
| Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note to this
Current Report on Form 8-K is incorporated by reference in its
entirety.
At the Effective Time, to the terms of the Merger Agreement, each
outstanding share of Southeastern common stock (other than
Southeastern common stock held directly or indirectly by South
State and Southeastern, which shares were cancelled) were
exchanged for the right to receive 0.7307 shares of South State
common stock and cash in lieu of any fractional shares. At the
Effective Time, holders of Southeastern common stock immediately
prior to the Effective Time ceased to have any rights as
shareholders of Southeastern other than the right to receive
0.7307 shares of South State common stock for each share of
Southeastern common stock held immediately prior to the Effective
Time.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note to this
Current Report on Form 8-K is incorporated by reference in its
entirety.
At the Effective Time, to the terms of the Merger Agreement,
Southeastern merged with and into South State, with South State
surviving the Merger.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note to this
Current Report on Form 8-K is incorporated by reference in its
entirety.
At the Effective Time, each of Southeasterns directors and
executive officers ceased serving in such capacities.
| Item 8.01 | Other Events. |
The information set forth in the Introductory Note to this
Current Report on Form 8-K is incorporated by reference in its
entirety.
Southeastern has notified the Financial Industry Regulatory
Authority (FINRA) that, at the Effective Time, each outstanding
share of Southeasterns common stock was converted into the right
to receive the merger consideration and has requested that FINRA
remove Southeasterns common stock from quotation on the OTCQB. In
addition, Southeastern will file with the Securities and Exchange
Commission a Form 15 to deregister its common stock under Section
12(g) of the Securities Exchange Act of 1934, as amended (the
Exchange Act), and to suspend its reporting obligations under
Sections 13 and 15(d) of the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
| Exhibit 2.1: |
Agreement and Plan of Merger, dated as of June 16, 2016, by and among South State Corporation and Southeastern Bank Financial Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Southeastern Bank Financial Corporation on June 22, 2016).* |
*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.
| SOUTH STATE CORPORATION | ||
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as successor by merger to Southeastern Bank Financial Corporation |
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| DATE: January 4, 2017 | /s/ John C. Pollok | |
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John C. Pollok Senior Executive Vice President, Chief Chief Operating Officer |
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EXHIBIT INDEX
| Exhibit 2.1: |
Agreement and Plan of Merger, dated as of June 16, 2016, by and among South State Corporation and Southeastern Bank Financial Corporation (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Southeastern Bank Financial Corporation on June 22, 2016).* |
*The registrant has omitted schedules and similar attachments to
the subject agreement