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As filed with the Securities and Exchange Commission on March 16, 2020

Registration No. 333-                


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933



South State Corporation
(Exact name of registrant as specified in its charter)

South Carolina
(State or other jurisdiction of
incorporation or organization)
  6022
(Primary Standard Industrial
Classification Code Number)
  57-0799315
(I.R.S. Employer
Identification No.)

520 Gervais Street
Columbia, South Carolina 29201
(800) 277-2175

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



Mr. Robert R. Hill
Chief Executive Officer
South State Corporation
520 Gervais Street
Columbia, South Carolina 29201
Phone: (800) 277-2175

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:

Matthew M. Guest, Esq.
Jacob A. Kling, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

 

John C. Corbett
President and Chief Executive Officer
CenterState Bank Corporation
1101 First Street South, Suite 202
Winter Haven, Florida 33880
(863) 293-4710

 

George R. Bason, Jr., Esq.
Lee Hochbaum, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

           If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

           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 7(a)(2)(B) of the Securities Act. o

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered

  Proposed maximum
offering price per
share

  Proposed maximum
aggregate offering
price

  Amount of
registration fee(3)

 

Common Stock, par value $2.50 per share

  37,712,172(1)   N/A   $2,017,557,194(2)   $261,879

 

(1)
The number of shares of common stock, par value $2.50 per share, of South State Corporation ("South State" and such shares, the "South State common stock") being registered is based upon an estimate of (x) the maximum number of shares of common stock, par value $0.01 per share, of CenterState Bank Corporation ("CenterState" and such shares, the "CenterState common stock") outstanding as of March 10, 2020 or issuable or expected to be exchanged (including in respect of options and other equity-based awards and warrants) in connection with the merger of CenterState with and into South State, collectively equal to 125,665,350, multiplied by (y) the exchange ratio of 0.3001 shares of South State common stock for each share of CenterState common stock.

(2)
Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act") and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated thereunder. The aggregate offering price is (x) the average of the high and low prices of CenterState common stock as reported on the Nasdaq Global Select Market on March 12, 2020 ($16.06) multiplied by (y) the maximum number of shares of CenterState common stock to be converted in the merger (125,665,350).

(3)
Calculated by multiplying the estimated aggregate offering price of securities to be registered by 0.0001298.



           THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION ACTING PURSUANT TO SAID SECTION 8(a) MAY DETERMINE.

   


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The information in this joint proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this joint proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MARCH 16, 2020

LOGO   LOGO

To the Shareholders of South State Corporation and CenterState Bank Corporation

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

         On behalf of the boards of directors of South State Corporation ("South State") and CenterState Bank Corporation ("CenterState"), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed merger of equals between South State and CenterState. We are requesting that you take certain actions as a holder of South State common stock or a holder of CenterState common stock.

         The boards of directors of South State and CenterState have each unanimously approved an agreement to merge our two companies. Pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020, by and between South State and CenterState (as amended from time to time, the "merger agreement"), CenterState will merge with and into South State (the "merger"), with South State as the surviving entity (the "combined company" or "South State", as the case may be), in a merger of equals.

         The proposed merger will create the eighth largest bank headquartered in the southeastern United States (based on assets), and will provide a strong foundation for the combined company to serve clients and communities. The combined company is expected to have approximately $33 billion in assets and $26 billion in deposits and serve over one million customers, with a strong presence in ten of the top fifteen fastest growing metropolitan statistical areas in the southeastern United States. We believe the merger will position the combined company as a leading southeastern-based regional bank, with the scale and financial capabilities to make further investments in technology and products to drive operating efficiencies and growth, better manage risk and provide an enhanced client experience. We believe that the combined company will benefit from a deeply experienced and highly respected management team with a shared vision, common culture and commitment to serve our customers and communities.

         In the merger, holders of CenterState common stock will receive 0.3001 shares (the "exchange ratio" and such shares, the "merger consideration") of South State common stock for each share of CenterState common stock they own. Holders of South State common stock will continue to own their existing shares of South State common stock. Based on the closing price of South State common stock on the Nasdaq Global Select Market (the "NASDAQ") on January 24, 2020, the last trading day before public announcement of the merger, the exchange ratio represented approximately $25.66 in value for each share of CenterState common stock. Based on the closing price of South State common stock on the NASDAQ on [                ], 2020, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus, of $[            ], the exchange ratio represented approximately $[                ] in value for each share of CenterState common stock. The value of South State common stock at the time of completion of the merger could be greater than, less than or the same as the value of South State common stock on the date of the accompanying joint proxy statement/prospectus. We urge you to obtain current market quotations of South State common stock (trading symbol "SSB") and CenterState common stock (trading symbol "CSFL").

         We expect the merger will qualify as a reorganization for federal income tax purposes. Accordingly, holders of CenterState common stock generally will not recognize any gain or loss for federal income tax purposes on the exchange of shares of CenterState common stock for South State common stock in the merger, except with respect to any cash received instead of fractional shares of South State common stock.

         Based on the current number of shares of CenterState common stock outstanding and reserved for issuance, South State expects to issue approximately [            ] million shares of South State common stock to holders of CenterState common stock in the aggregate in the merger. Following the completion of the merger, we estimate that former holders of CenterState common stock will own approximately fifty-three percent (53%) and former holders of South State common stock will own approximately forty-seven percent (47%) of the common stock of the combined company.

         The special meeting of holders of CenterState common stock will be held on [            ], 2020 at [            ], at [            ] local time. The special meeting of holders of South State common stock will be held on [                ], 2020 at [            ], at [            ] local time. At our respective special meetings, in addition to other business, we will each ask the holders of our common stock to approve the merger. Information about these meetings and the merger is contained in this joint proxy statement/prospectus. In particular, see "Risk Factors" beginning on page 50. We urge you to read this joint proxy statement/prospectus carefully and in its entirety.

         Whether or not you plan to attend your special meeting, please vote as soon as possible to make sure that your shares are represented at the meeting. If you do not vote, it will have the same effect as voting "AGAINST" the merger.

         Each of our boards of directors unanimously recommends that holders of common stock vote "FOR" each of the proposals to be considered at the respective meetings. We strongly support this combination of our companies and join our boards of directors in their recommendations.



LOGO

 

GRAPHIC
Robert R. Hill, Jr.
Chief Executive Officer
South State Corporation
  John C. Corbett
President and Chief Executive Officer
CenterState Bank Corporation

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete. Any representation to the contrary is a criminal offense.

         The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either South State or CenterState, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

         The accompanying joint proxy statement/prospectus is dated [                ], 2020, and is first being mailed to holders of South State common stock and holders of CenterState common stock on or about [                ], 2020.


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ADDITIONAL INFORMATION

        The accompanying joint proxy statement/prospectus incorporates important business and financial information about South State and CenterState from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below:

if you are a South State shareholder:

 

if you are a CenterState shareholder:

South State Corporation

 

CenterState Bank Corporation

520 Gervais Street

 

1101 First Street South, Suite 202

Columbia, SC 29201-3046

 

Winter Haven, FL 33880

(800) 277-2175

 

(863) 293-4710

Attention: Investor Relations

 

Attention: Investor Relations

        You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five (5) business days before the date of the applicable special meeting. This means that holders of South State common stock requesting documents must do so by [        ], in order to receive them before the South State special meeting, and holders of CenterState common stock requesting documents must do so by [        ], in order to receive them before the CenterState special meeting.

        No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [                ], 2020, and you should assume that the information in this document is accurate only as of such date. You should assume that the information incorporated by reference into this document is accurate as of the date of such incorporated document. Neither the mailing of this joint proxy statement/prospectus to holders of South State common stock or holders of CenterState common stock nor the issuance by South State of shares of South State common stock in connection with the merger will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in, or incorporated by reference into, this document regarding CenterState has been provided by CenterState and information contained in, or incorporated by reference into, this document regarding South State has been provided by South State.

        See the section entitled "Where You Can Find More Information" beginning on page 188 of the accompanying joint proxy statement/prospectus for further information.


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LOGO

South State Corporation
520 Gervais Street
Columbia, SC 29201


Notice of Special Meeting of Shareholders

To the Shareholders of South State Corporation:

        On January 25, 2020, South State Corporation ("South State") and CenterState Bank Corporation ("CenterState") entered into an Agreement and Plan of Merger (as amended from time to time, the "merger agreement"), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

        NOTICE IS HEREBY GIVEN that a special meeting of holders of South State common stock (the "South State special meeting") will be held on [                ], 2020 at [                ], local time at [        ]. We are pleased to notify you of and invite you to the South State special meeting.

        At the South State special meeting, you will be asked to consider and vote on the following matters:

    Proposal to approve the merger agreement (the "South State merger proposal").

    Proposal to approve an amendment to South State's articles of incorporation to increase the number of authorized shares of South State common stock from eighty million (80,000,000) shares to one hundred sixty million (160,000,000) shares (such amendment, the "South State articles amendment" and such proposal, the "South State authorized share count proposal"), a copy of which is attached as Annex B to the accompanying joint proxy statement/prospectus.

    Proposal to approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to South State's named executive officers in connection with the merger (the "South State compensation proposal").

    Proposal to adjourn or postpone the South State special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the South State merger proposal or the South State authorized share count proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of South State common stock (the "South State adjournment proposal").

        The South State board of directors has fixed the close of business on [                ], 2020 as the record date for the South State special meeting. Only holders of record of South State common stock as of the close of business on the record date for the South State special meeting are entitled to notice of, and to vote at, the South State special meeting or any adjournment or postponement thereof.

        The South State board of directors unanimously recommends that holders of South State common stock vote "FOR" the South State merger proposal, "FOR" the South State authorized share count proposal, "FOR" the South State compensation proposal and "FOR" the South State adjournment proposal.

        South State has determined that holders of South State common stock are not entitled to appraisal or dissenters' rights with respect to the merger under Section 33-13-102(b) of the South Carolina Business Corporation Act of 1988.

        Your vote is important.    We cannot complete the transactions contemplated by the merger agreement unless holders of South State common stock approve the South State merger proposal and


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the South State authorized share count proposal. The affirmative vote of at least two-thirds of the votes entitled to be cast on the merger agreement by the holders of South State common stock is required to approve the South State merger proposal. The affirmative vote of at least two-thirds of the votes entitled to be cast on the South State articles amendment by the holders of South State common stock is required to approve the South State authorized share count proposal.

        Each copy of the joint proxy statement/prospectus mailed to holders of South State common stock is accompanied by a form of proxy card with instructions for voting.

        Whether or not you plan to attend the South State special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee (including through the South State Bank 401(k) Retirement Savings Plan) or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

    By Order of the Board of Directors

 

 

LOGO
    Robert R. Hill, Jr.
Chief Executive Officer
South State Corporation

[                ], 2020


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LOGO

CenterState Bank Corporation
1101 First Street South, Suite 202
Winter Haven, Florida 33880


Notice of Special Meeting of Shareholders

To the Shareholders of CenterState Bank Corporation:

        On January 25, 2020, CenterState Bank Corporation ("CenterState") and South State Corporation ("South State") entered into an Agreement and Plan of Merger (as amended from time to time, the "merger agreement"), a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus.

        NOTICE IS HEREBY GIVEN that a special meeting of holders of CenterState common stock (the "CenterState special meeting") will be held on [                ], 2020 at [                ], local time at [        ]. We are pleased to notify you of and invite you to the CenterState special meeting.

        At the CenterState special meeting, you will be asked to consider and vote on the following matters:

    Proposal to approve the merger agreement (the "CenterState merger proposal").

    Proposal to approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to CenterState's named executive officers in connection with the merger (the "CenterState compensation proposal").

    Proposal to adjourn or postpone the CenterState special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the CenterState merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of CenterState common stock (the "CenterState adjournment proposal").

        The CenterState board of directors has fixed the close of business on [                ], 2020 as the record date for the CenterState special meeting. Only holders of record of CenterState common stock as of the close of business on the record date for the CenterState special meeting are entitled to notice of, and to vote at, the CenterState special meeting or any adjournment or postponement thereof.

        The CenterState board of directors unanimously recommends that holders of CenterState common stock vote "FOR" the CenterState merger proposal, "FOR" the CenterState compensation proposal and "FOR" the CenterState adjournment proposal.

        CenterState has determined that holders of CenterState common stock are not entitled to appraisal or dissenters' rights with respect to the merger under Section 607.1302 of the Florida Business Corporation Act.

        Your vote is important.    We cannot complete the transactions contemplated by the merger agreement unless holders of CenterState common stock approve the CenterState merger proposal. The affirmative vote of the holders of a majority of the outstanding shares of CenterState common stock entitled to vote on the merger agreement is required to approve the CenterState merger proposal.

        Each copy of the joint proxy statement/prospectus mailed to holders of CenterState common stock is accompanied by a form of proxy card with instructions for voting.

        Whether or not you plan to attend the CenterState special meeting, we urge you to please promptly complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope or authorize the individuals named on the accompanying proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included


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with the accompanying proxy card. If your shares are held in the name of a bank, broker, trustee or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker, trustee or other nominee.

    By Order of the Board of Directors

 

 

GRAPHIC
    John C. Corbett
President and Chief Executive Officer
CenterState Bank Corporation

[                ], 2020


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS

    1  

SUMMARY

    14  

The Parties to the Merger

    14  

The Merger and the Merger Agreement

    15  

Merger Consideration

    15  

Treatment of CenterState Equity Awards and Warrants

    15  

Treatment of South State Equity Awards

    16  

Material U.S. Federal Income Tax Consequences of the Merger

    16  

South State's Reasons for the Merger; Recommendation of the South State Board of Directors

    16  

CenterState's Reasons for the Merger; Recommendation of the CenterState Board of Directors

    17  

Opinion of South State's Financial Advisor

    17  

Opinion of CenterState's Financial Advisor

    17  

Appraisal or Dissenters' Rights in the Merger

    17  

Interests of South State's Directors and Executive Officers in the Merger

    18  

Interests of CenterState's Directors and Executive Officers in the Merger

    18  

Governance of the Combined Company After the Merger

    20  

Regulatory Approvals

    23  

Expected Timing of the Merger

    23  

Conditions to Completion of the Merger

    23  

Termination of the Merger Agreement

    24  

Termination Fee

    25  

Accounting Treatment

    25  

The Rights of Holders of CenterState Common Stock Will Change as a Result of the Merger

    25  

Listing of South State Common Stock; Delisting and Deregistration of CenterState Common Stock

    25  

The South State Special Meeting

    25  

The CenterState Special Meeting

    26  

Risk Factors

    27  

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SOUTH STATE

    28  

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CENTERSTATE

    33  

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED FINANCIAL INFORMATION

    36  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER COMMON SHARE DATA

    46  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    48  

RISK FACTORS

    50  

THE SOUTH STATE SPECIAL MEETING

    59  

Date, Time and Place of the Meeting

    59  

Matters to Be Considered

    59  

Recommendation of the South State Board of Directors

    59  

Record Date and Quorum

    59  

Broker Non-Votes

    60  

Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

    60  

Attending the Special Meeting

    61  

Proxies

    61  

Shares Held in Street Name

    62  

Revocability of Proxies

    62  

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  Page  

Delivery of Proxy Materials

    63  

Participants in the South State Bank 401(k) Retirement Savings Plan

    63  

Solicitation of Proxies

    63  

Other Matters to Come Before the South State Special Meeting

    63  

Assistance

    63  

SOUTH STATE PROPOSALS

    64  

Proposal 1: South State Merger Proposal

    64  

Proposal 2: South State Authorized Share Count Proposal

    64  

Proposal 3: South State Compensation Proposal

    65  

Proposal 4: South State Adjournment Proposal

    66  

THE CENTERSTATE SPECIAL MEETING

    67  

Date, Time and Place of the Meeting

    67  

Matters to Be Considered

    67  

Recommendation of the CenterState Board of Directors

    67  

Record Date and Quorum

    67  

Broker Non-Votes

    68  

Vote Required; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

    68  

Attending the Special Meeting

    69  

Proxies

    69  

Shares Held in Street Name

    70  

Revocability of Proxies

    70  

Delivery of Proxy Materials

    70  

Solicitation of Proxies

    71  

Other Matters to Come Before the CenterState Special Meeting

    71  

Assistance

    71  

CENTERSTATE PROPOSALS

    72  

Proposal 1: CenterState Merger Proposal

    72  

Proposal 2: CenterState Compensation Proposal

    72  

Proposal 3: CenterState Adjournment Proposal

    73  

INFORMATION ABOUT SOUTH STATE

    74  

INFORMATION ABOUT CENTERSTATE

    75  

THE MERGER

    76  

Terms of the Merger

    76  

Background of the Merger

    76  

CenterState's Reasons for the Merger; Recommendation of the CenterState Board of Directors

    84  

Opinion of CenterState's Financial Advisor

    87  

South State's Reasons for the Merger; Recommendation of the South State Board of Directors

    101  

Opinion of South State's Financial Advisor

    104  

Certain Unaudited Prospective Financial Information

    115  

Interests of South State's Directors and Executive Officers in the Merger

    118  

Interests of CenterState's Directors and Executive Officers in the Merger

    126  

Governance of the Combined Company After the Merger

    134  

Accounting Treatment

    137  

Regulatory Approvals

    138  

Stock Exchange Listings

    140  

Appraisal or Dissenters' Rights in the Merger

    140  

THE MERGER AGREEMENT

    141  

Explanatory Note Regarding the Merger Agreement

    141  

Structure of the Merger

    141  

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  Page  

Merger Consideration

    142  

Fractional Shares

    143  

Governing Documents

    143  

Treatment of CenterState Equity Awards and Warrants

    143  

Closing and Effective Time of the Merger

    144  

Conversion of Shares; Exchange of CenterState Stock Certificates

    144  

Representations and Warranties

    146  

Covenants and Agreements

    147  

Combined Company Governance and Headquarters Matters

    153  

Shareholder Meetings and Recommendation of the South State and CenterState Boards of Directors

    154  

Agreement Not to Solicit Other Offers

    155  

Conditions to Completion of the Merger

    156  

Termination of the Merger Agreement

    157  

Effect of Termination

    158  

Termination Fee

    158  

Expenses and Fees

    160  

Amendment, Waiver and Extension of the Merger Agreement

    160  

Governing Law

    160  

Specific Performance

    160  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    161  

Tax Consequences of the Merger Generally

    162  

Cash Instead of Fractional Shares

    162  

Information Reporting and Backup Withholding

    162  

DESCRIPTION OF SOUTH STATE CAPITAL STOCK

    164  

South State Common Stock

    164  

South State Preferred Stock

    164  

Anti-Takeover Provisions

    165  

Limitation of Liability and Indemnification of Officers and Directors

    166  

Transfer Agent and Registrar

    166  

Listing

    166  

COMPARISON OF SHAREHOLDERS' RIGHTS

    167  

LEGAL MATTERS

    184  

EXPERTS

    185  

DEADLINES FOR SUBMITTING SHAREHOLDER PROPOSALS

    186  

WHERE YOU CAN FIND MORE INFORMATION

    188  

 

iii


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QUESTIONS AND ANSWERS

        The following are some questions that you may have about the merger and the South State special meeting or the CenterState special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the South State special meeting or the CenterState special meeting. Additional important information is also contained in the documents incorporated by reference into this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 188.

        In this joint proxy statement/prospectus, unless the context otherwise requires:

    "CenterState" refers to CenterState Bank Corporation, a Florida corporation;

    "CenterState Bank" refers to CenterState Bank, N.A., a national banking association and wholly-owned bank subsidiary of CenterState;

    "CenterState common stock" refers to the common stock, par value $0.01 per share, of CenterState;

    "South State" refers to South State Corporation, a South Carolina corporation;

    "South State Bank" refers to South State Bank, a South Carolina banking corporation and wholly-owned bank subsidiary of South State; and

    "South State common stock" refers to the common stock, par value $2.50 per share, of South State.

Q:
Why am I receiving this joint proxy statement/prospectus?

A:
You are receiving this joint proxy statement/prospectus because South State and CenterState have agreed to combine their companies in a merger of equals structured through the merger of CenterState with and into South State (the "merger"), with South State as the surviving entity (the "combined company" or "South State", as the case may be). A copy of the Agreement and Plan of Merger, dated as of January 25, 2020, by and between CenterState and South State (as amended from time to time, the "merger agreement") is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference herein. Following the completion of the merger, South State Bank will merge (the "bank merger") with and into CenterState Bank, with CenterState Bank as the surviving bank (the "combined bank"), which will adopt the name "South State Bank, National Association".

To complete the merger, among other things:

holders of South State common stock must approve the merger agreement (the "South State merger proposal");

holders of South State common stock must approve an amendment to South State's articles of incorporation to increase the number of authorized shares of South State common stock from eighty million (80,000,000) shares to one hundred sixty million (160,000,000) shares (such amendment, the "South State articles amendment" and such proposal, the "South State authorized share count proposal"); and

holders of CenterState common stock must approve the merger agreement (the "CenterState merger proposal").

South State is holding a special meeting of holders of South State common stock (the "South State special meeting") to obtain approval of the South State merger proposal and the South State authorized share count proposal. Holders of South State common stock will also be asked (1) to approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to South State's named executive officers in connection with

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      the merger (the "South State compensation proposal") and (2) to approve the proposal to adjourn or postpone the South State special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the South State special meeting to approve the South State merger proposal or the South State authorized share count proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of South State common stock (the "South State adjournment proposal"). A copy of the South State articles amendment is attached as Annex B to this joint proxy statement/prospectus and is incorporated by reference herein.

    Holders of South State common stock are not entitled to appraisal or dissenters' rights.

    CenterState is holding a special meeting of holders of CenterState common stock (the "CenterState special meeting") to obtain approval of the CenterState merger proposal. Holders of CenterState common stock will also be asked (1) to approve, on an advisory (non-binding) basis, the merger-related named executive officer compensation that will or may be paid to CenterState's named executive officers in connection with the merger (the "CenterState compensation proposal") and (2) to approve the proposal to adjourn or postpone the CenterState special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the CenterState special meeting to approve the CenterState merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of CenterState common stock (the "CenterState adjournment proposal").

    Holders of CenterState common stock are not entitled to appraisal or dissenters' rights.

    This document is also a prospectus that is being delivered to holders of CenterState common stock because, in connection with the merger, South State is offering shares of South State common stock to holders of CenterState common stock.

    This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the South State special meeting and the CenterState special meeting. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares of common stock voted by proxy without attending your meeting. Your vote is important and we encourage you to submit your proxy as soon as possible.

Q:
What will happen in the merger?

A:
In the merger, CenterState will merge with and into South State. Each share of CenterState common stock issued and outstanding immediately prior to the effective time of the merger (the "effective time") (other than certain shares held by South State or CenterState) will be converted into the right to receive 0.3001 shares (the "exchange ratio" and such shares, the "merger consideration") of South State common stock. After completion of the merger, CenterState will cease to exist, will no longer be a public company, and CenterState common stock will be delisted from the Nasdaq Global Select Market (the "NASDAQ"), will be deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and will cease to be publicly traded. Holders of South State common stock will continue to own their existing shares of South State common stock. See the information provided in the section entitled "The Merger Agreement—Structure of the Merger" beginning on page 141 and the merger agreement for more information about the merger.

Q:
When and where will each of the special meetings take place?

A:
The South State special meeting will be held at [            ], on [            ], 2020 at [            ] local time.

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    The CenterState special meeting will be held at [            ], on [            ], 2020 at [            ] local time.

    Even if you plan to attend your respective company's special meeting, South State and CenterState recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the applicable special meeting. Shares held in "street name" may be voted in person by you only if you obtain a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares.

Q:
What matters will be considered at each of the special meetings?

A:
At the South State special meeting, holders of South State common stock will be asked to consider and vote on the following proposals:

South State Proposal 1: The South State merger proposal.  Approval of the merger agreement;

South State Proposal 2: The South State authorized share count proposal.  Approval of an amendment to South State's articles of incorporation to increase the number of authorized shares of South State common stock from eighty million (80,000,000) shares to one hundred sixty million (160,000,000) shares;

South State Proposal 3: The South State compensation proposal.  Approval, on an advisory (non-binding) basis, of the merger-related named executive officer compensation that will or may be paid to South State's named executive officers in connection with the merger; and

South State Proposal 4: The South State adjournment proposal.  Approval of the adjournment or postponement of the South State special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the South State special meeting to approve the South State merger proposal or the South State authorized share count proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of South State common stock.

At the CenterState special meeting, holders of CenterState common stock will be asked to consider and vote on the following proposals:

CenterState Proposal 1: The CenterState merger proposal.  Approval of the merger agreement;

CenterState Proposal 2: The CenterState compensation proposal.  Approval, on an advisory (non-binding) basis, of the merger-related named executive officer compensation that will or may be paid to CenterState's named executive officers in connection with the merger; and

CenterState Proposal 3: The CenterState adjournment proposal.  Approval of the adjournment or postponement of the CenterState special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes at the time of the CenterState special meeting to approve the CenterState merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of CenterState common stock.

In order to complete the merger, among other things, holders of South State common stock must approve the South State merger proposal and the South State authorized share count proposal and holders of CenterState common stock must approve the CenterState merger proposal. None of the approvals of the South State compensation proposal, the South State adjournment proposal, the CenterState compensation proposal or the CenterState adjournment proposal are conditions to the obligations of South State or CenterState to complete the merger.

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Q:
What will holders of CenterState common stock receive in the merger?

A:
In the merger, holders of CenterState common stock will receive 0.3001 shares of South State common stock for each share of CenterState common stock held immediately prior to the completion of the merger (other than certain shares held by South State or CenterState). South State will not issue any fractional shares of South State common stock in the merger. Holders of CenterState common stock who would otherwise be entitled to a fractional share of South State common stock in the merger will instead receive an amount in cash (rounded to the nearest cent) determined by multiplying the average of the closing-sale prices per share of South State common stock on the NASDAQ for the consecutive period of five (5) full trading days immediately preceding (but not including) the day on which the merger is completed (the "South State closing share value") by the fraction of a share (rounded to the nearest thousandth when expressed in decimal form) of South State common stock that such shareholder would otherwise be entitled to receive.

Q:
What will holders of South State common stock receive in the merger?

A:
In the merger, holders of South State common stock will not receive any consideration, and their shares of South State common stock will remain outstanding and will constitute shares of the combined company. Following the merger, shares of South State common stock will continue to be listed on the NASDAQ.

Q:
Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

A:
Yes. Although the number of shares of South State common stock that holders of CenterState common stock will receive is fixed, the value of the merger consideration will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger based upon the market value for South State common stock. Any fluctuation in the market price of South State common stock after the date of this joint proxy statement/prospectus will change the value of the shares of South State common stock that holders of CenterState common stock will receive. Neither South State nor CenterState is permitted to terminate the merger agreement as a result, in and of itself, of any increase or decrease in the market price of South State common stock or CenterState common stock.

Q:
How will the merger affect CenterState equity awards and warrants?

A:
At the effective time:

each outstanding option to purchase shares of CenterState common stock, whether vested or unvested, will vest and be converted into a vested option to purchase shares of South State common stock, with the number of shares underlying such South State stock option and the applicable exercise price adjusted based on the exchange ratio;

each outstanding warrant to purchase shares of CenterState common stock will be converted into a warrant to purchase shares of South State common stock, with the number of shares underlying such South State warrant and the applicable exercise price adjusted based on the exchange ratio;

each outstanding restricted stock award in respect of shares of CenterState common stock and each outstanding time-vesting restricted stock unit award ("RSU") in respect of shares of CenterState common stock will be converted into a corresponding restricted stock award or RSU, as applicable, in respect of shares of South State common stock, with the number of

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      shares underlying such South State restricted stock award or South State RSU adjusted based on the exchange ratio; and

    each outstanding CenterState performance-vesting restricted stock unit award ("PSU") will be converted into a time-vesting South State RSU, with the number of shares underlying such South State RSU determined assuming performance goals are satisfied at the greater of target and actual levels of performance as of immediately prior to the effective time and adjusted based on the exchange ratio.

    Following the effective time, South State stock options, warrants, restricted stock awards and RSUs issued in respect of converted CenterState equity awards will remain subject to the same terms and conditions as were applicable to the corresponding CenterState stock options, warrants, restricted stock awards, RSUs and PSUs immediately prior to the effective time, except that each such South State stock option and South State warrant will remain exercisable through the remainder of the original term of the corresponding CenterState stock option or CenterState warrant and each South State RSU that was a CenterState PSU will continue to vest based solely on continued service following the effective time.

    Following the effective time, South State restricted stock awards and South State RSUs issued in respect of converted CenterState restricted stock awards, CenterState RSUs and CenterState PSUs will be eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time.

Q:
How will the merger affect South State equity awards?

A:
At the effective time, each South State equity award that was outstanding as of January 25, 2020 and that remains outstanding and unvested as of the effective time will vest in full at the effective time, with any applicable performance goals deemed satisfied based on the greater of target and actual levels of performance as of immediately prior to the effective time and with each South State stock option to remain exercisable through the remainder of the original term. Any equity awards denominated in shares of South State common stock granted following January 25, 2020 and that remain outstanding as of the effective time will remain outstanding and eligible to vest in accordance with their terms following the effective time, except that any such awards will be eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time.

Q:
How does the South State board of directors recommend that I vote at the South State special meeting?

A:
The South State board of directors unanimously recommends that you vote "FOR" the South State merger proposal, "FOR" the South State authorized share count proposal, "FOR" the South State compensation proposal and "FOR" the South State adjournment proposal.

In considering the recommendations of the South State board of directors, holders of South State common stock should be aware that South State directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of South State common stock generally. For a more complete description of these interests, see the information provided in the section entitled "The Merger—Interests of South State's Directors and Executive Officers in the Merger" beginning on page 118.

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Q:
How does the CenterState board of directors recommend that I vote at the CenterState special meeting?

A:
The CenterState board of directors unanimously recommends that you vote "FOR" the CenterState merger proposal, "FOR" the CenterState compensation proposal and "FOR" the CenterState adjournment proposal.

In considering the recommendations of the CenterState board of directors, holders of CenterState common stock should be aware that CenterState directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of holders of CenterState common stock generally. For a more complete description of these interests, see the information provided in the section entitled "The Merger—Interests of CenterState's Directors and Executive Officers in the Merger" beginning on page 126.

Q:
Who is entitled to vote at the South State special meeting?

A:
The record date for the South State special meeting is [            ], 2020. All holders of South State common stock who held shares at the close of business on the record date for the South State special meeting are entitled to receive notice of, and to vote at, the South State special meeting.

Each holder of South State common stock is entitled to cast one (1) vote on each matter properly brought before the South State special meeting for each share of South State common stock that such holder owned of record as of the record date. As of the close of business on the record date for the South State special meeting, there were [            ] outstanding shares of South State common stock. Physical attendance at the special meeting is not required to vote. See below and the section entitled "The South State Special Meeting—Proxies" beginning on page 61 for instructions on how to vote your shares without attending the South State special meeting.

Q:
Who is entitled to vote at the CenterState special meeting?

A:
The record date for the CenterState special meeting is [            ], 2020. All holders of CenterState common stock who held shares at the close of business on the record date for the CenterState special meeting are entitled to receive notice of, and to vote at, the CenterState special meeting.

Each holder of CenterState common stock is entitled to cast one (1) vote on each matter properly brought before the CenterState special meeting for each share of CenterState common stock that such holder owned of record as of the record date. As of the close of business on the record date for the CenterState special meeting, there were [            ] outstanding shares of CenterState common stock. Physical attendance at the special meeting is not required to vote. See below and the section entitled "The CenterState Special Meeting—Proxies" beginning on page 69 for instructions on how to vote your shares without attending the CenterState special meeting.

Q:
What constitutes a quorum for the South State special meeting?

A:
Holders of a majority of the outstanding shares of South State common stock entitled to vote at the South State special meeting, present in person or represented by proxy, will be necessary to constitute a quorum for the transaction of business at the South State special meeting. If you fail to submit a proxy or to vote in person at the South State special meeting, or fail to instruct your bank, broker, trustee or other nominee how to vote, your shares of South State common stock will not be counted towards a quorum. Abstentions are considered present for purposes of establishing a quorum.

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Q:
What constitutes a quorum for the CenterState special meeting?

A:
Holders of a majority of the votes entitled to be cast on a matter by the shares of CenterState common stock issued and outstanding and entitled to vote at the CenterState special meeting, present in person or represented by proxy, will be necessary to constitute a quorum for action by such holders at the CenterState special meeting. If you fail to submit a proxy or to vote in person at the CenterState special meeting on a proposal, or fail to instruct your bank, broker, trustee or other nominee how to vote on a proposal, your shares of CenterState common stock will not be counted towards a quorum with respect to that proposal. Abstentions are considered present for purposes of establishing a quorum.

Q:
If my shares of common stock are held in "street name" by my broker, will my broker vote my shares for me?

A:
If you hold your shares in a stock brokerage account or if your shares are held by a bank, broker, trustee (including through the South State Bank 401(k) Retirement Savings Plan) or other nominee (that is, in "street name") and fail to give voting instructions, your bank, broker, trustee or other nominee will not vote those shares. Please follow the voting instructions provided by your broker, bank, trustee or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to South State or CenterState or by voting in person at either special meeting unless you provide a "legal proxy," which you must obtain from your bank, broker, trustee or other nominee. Further, brokers who hold shares of South State common stock or CenterState common stock may not give a proxy to South State or CenterState to vote those shares on any of the South State proposals or any of the CenterState proposals without specific instructions from their customers.

Q:
What vote is required for the approval of each proposal at the South State special meeting?

A:
South State Proposal 1: South State merger proposal.    Approval of the South State merger proposal requires the affirmative vote of at least two-thirds of the votes entitled to be cast on the merger agreement by the holders of South State common stock. Shares of South State common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast "AGAINST" the South State merger proposal.

South State Proposal 2: South State authorized share count proposal.    Approval of the South State authorized share count proposal requires the affirmative vote of at least two-thirds of the votes entitled to be cast on the South State articles amendment by the holders of South State common stock. Shares of South State common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast "AGAINST" the South State authorized share count proposal.

South State Proposal 3: South State compensation proposal.    Approval of the South State compensation proposal requires the votes cast by shareholders of South State in favor of the proposal to exceed the votes cast by shareholders of South State against the proposal at the South State special meeting. An abstention or a broker non-vote or other failure to vote or be present will have no effect on the outcome of the South State compensation proposal.

South State Proposal 4: South State adjournment proposal.    Approval of the South State adjournment proposal requires the votes cast by shareholders of South State in favor of the proposal to exceed the votes cast by shareholders of South State against the proposal at the South State special meeting. Accordingly, an abstention or a broker non-vote or other failure to vote or be present will have no effect on the outcome of the South State adjournment proposal.

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Q:
What vote is required for the approval of each proposal at the CenterState special meeting?

A:
CenterState Proposal 1: CenterState merger proposal.    Approval of the CenterState merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of CenterState common stock entitled to vote on the merger agreement. Shares of CenterState common stock not present, and shares present and not voted, whether by broker non-vote, abstention or otherwise, will have the same effect as votes cast "AGAINST" the CenterState merger proposal.

CenterState Proposal 2: CenterState compensation proposal.    Approval of the CenterState compensation proposal requires the votes cast by shareholders of CenterState in favor of the proposal to exceed the votes cast by shareholders of CenterState against the proposal at the CenterState special meeting. An abstention or a broker non-vote or other failure to vote or be present will have no effect on the outcome of the CenterState compensation proposal.

CenterState Proposal 3: CenterState adjournment proposal.    Approval of the CenterState adjournment proposal requires the votes cast by shareholders of CenterState in favor of the proposal to exceed the votes cast by shareholders of CenterState against the proposal at the CenterState special meeting. Accordingly, an abstention or a broker non-vote or other failure to vote or be present will have no effect on the outcome of the CenterState adjournment proposal.

Q:
Why am I being asked to consider and vote on the South State compensation proposal?

A:
Under Securities and Exchange Commission ("SEC") rules, South State is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to South State's named executive officers that is based on or otherwise relates to the merger, or "golden parachute" compensation.

Q:
What happens if holders of South State common stock do not approve, by non-binding, advisory vote, the South State compensation proposal?

A:
The vote on the South State compensation proposal is separate and apart from the votes to approve the other proposals being presented at the South State special meeting. Because the vote on the South State compensation proposal is advisory in nature only, it will not be binding upon South State, CenterState, or the combined company in the merger. Accordingly, the merger-related compensation will be paid to South State's named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the holders of South State common stock do not approve the South State compensation proposal.

Q:
Why am I being asked to consider and vote on the CenterState compensation proposal?

A:
Under SEC rules, CenterState is required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to CenterState's named executive officers that is based on or otherwise relates to the merger, or "golden parachute" compensation.

Q:
What happens if holders of CenterState common stock do not approve, by non-binding, advisory vote, the CenterState compensation proposal?

A:
The vote on the CenterState compensation proposal is separate and apart from the votes to approve the other proposals being presented at the CenterState special meeting. Because the vote on the CenterState compensation proposal is advisory in nature only, it will not be binding upon CenterState, South State, or the combined company in the merger. Accordingly, the merger-related compensation will be paid to CenterState's named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements even if the holders of CenterState common stock do not approve the CenterState compensation proposal.

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Q:
What if I hold shares in both South State and CenterState?

A:
If you hold shares of both South State common stock and CenterState common stock, you will receive two (2) separate packages of proxy materials. A vote cast as a holder of South State common stock will not count as a vote cast as a holder of CenterState common stock, and a vote cast as a holder of CenterState common stock will not count as a vote cast as a holder of South State common stock. Therefore, please submit separate proxies for your shares of South State common stock and your shares of CenterState common stock.

Q:
How can I vote my shares in person at my respective special meeting?

A:
Record holders.    Shares held directly in your name as the holder of record of South State common stock or CenterState common stock may be voted in person at the South State special meeting or the CenterState special meeting, as applicable. If you choose to vote your shares in person at the respective special meeting, please bring your enclosed proxy card and proof of identification.

Shares in "street name."    Shares held in a brokerage or other account in "street name" may be voted in person by you only if you obtain a signed legal proxy from your bank, broker, trustee or other nominee giving you the right to vote the shares. If you choose to vote your shares in street name in person at the South State special meeting or the CenterState special meeting, as applicable, please bring that signed legal proxy along with proof of identification.

Even if you plan to attend the South State special meeting or the CenterState special meeting, as applicable, South State and CenterState recommend that you vote your shares in advance as described below so that your vote will be counted if you later decide not to or become unable to attend the respective special meeting.

Additional information on attending the special meetings can be found under the section entitled "The South State Special Meeting" on page 59 and under the section entitled "The CenterState Special Meeting" on page 67.

Q:
How can I vote my shares without attending my respective special meeting?

A:
Whether you hold your shares directly as the holder of record of South State common stock or CenterState common stock or beneficially in "street name", you may direct your vote by proxy without attending the South State special meeting or the CenterState special meeting, as applicable.

If you are a record holder of South State common stock or CenterState common stock, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. Please note that if you hold shares beneficially in "street name", you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

If you intend to submit your proxy by telephone or via the Internet, you must do so by [            ] on the day before your respective company's special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company's special meeting.

Additional information on voting procedures can be found under the section entitled "The South State Special Meeting" on page 59 and under the section entitled "The CenterState Special Meeting" on page 67.

Q:
What do I need to do now?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote as soon as possible. If you hold shares of South State common stock or

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    CenterState common stock, please respond by completing, signing and dating the accompanying proxy card and returning it in the enclosed postage-paid envelope, or by submitting your proxy by telephone or through the Internet, as soon as possible so that your shares may be represented at your meeting. Please note that if you hold shares beneficially in "street name", you should follow the voting instructions provided by your bank, broker, trustee or other nominee.

Q:
Why is my vote important?

A:
If you do not vote, it will be more difficult for South State or CenterState to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote in person, or failure to instruct your bank, broker, trustee or other nominee how to vote, will have the same effect as a vote "AGAINST" the South State merger proposal, the South State authorized share count proposal and the CenterState merger proposal, as applicable, and an abstention will have the same effect as a vote "AGAINST" the South State merger proposal, the South State authorized share count proposal and the CenterState merger proposal, as applicable.

The merger agreement must be approved by the affirmative vote of at least two-thirds of the votes entitled to be cast on the merger agreement by the holders of South State common stock and the affirmative vote of a majority of the votes entitled to be cast on the merger agreement by the holders of CenterState common stock. The South State authorized share count proposal must be approved by the affirmative vote of at least two-thirds of the votes entitled to be cast on the South State articles amendment by the holders of South State common stock. The South State board of directors unanimously recommends that you vote "FOR" the South State merger proposal, "FOR" the South State authorized share count proposal and "FOR" the other proposals to be considered at the South State special meeting. The CenterState board of directors unanimously recommends that you vote "FOR" the CenterState merger proposal and "FOR" the other proposals to be considered at the CenterState special meeting.

Q:
Can I change my vote after I have delivered my proxy or voting instruction card?

A:
Yes. You can change your vote at any time before your proxy is voted at your meeting. You can do this by:

submitting a written statement that you would like to revoke your proxy to the corporate secretary of South State or CenterState, as applicable;

signing and returning a proxy card with a later date;

attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting; or

voting by telephone or the Internet at a later time.

If your shares are held by a broker, bank, trustee or other nominee, you should contact your broker, bank, trustee or other nominee to change your vote.

Q:
Will South State be required to submit the South State merger proposal and the South State authorized share count proposal to its shareholders even if the South State board of directors has withdrawn, modified or qualified its recommendation?

A:
Yes. Unless the merger agreement is terminated before the South State special meeting, South State is required to submit the South State merger proposal and the South State authorized share count proposal to its shareholders even if the South State board of directors has withdrawn or modified its recommendation.

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Q:
Will CenterState be required to submit the CenterState merger proposal to its shareholders even if the CenterState board of directors has withdrawn, modified or qualified its recommendation?

A:
Yes. Unless the merger agreement is terminated before the CenterState special meeting, CenterState is required to submit the CenterState merger proposal to its shareholders even if the CenterState board of directors has withdrawn or modified its recommendation.

Q:
Are holders of South State common stock entitled to appraisal or dissenters' rights?

A:
No. Holders of South State common stock are not entitled to appraisal or dissenters' rights under the South Carolina Business Corporation Act of 1988, as amended (the "SCBCA"). For more information, see the section entitled "The Merger—Appraisal or Dissenters' Rights in the Merger" beginning on page 17.

Q:
Are holders of CenterState common stock entitled to appraisal or dissenters' rights?

A:
No. Holders of CenterState common stock are not entitled to appraisal or dissenters' rights under the Florida Business Corporation Act, as amended (the "FBCA"). For more information, see the section entitled "The Merger—Appraisal or Dissenters' Rights in the Merger" beginning on page 17.

Q:
Are there any risks that I should consider in deciding whether to vote for the approval of the South State merger proposal, the South State authorized share count proposal or the CenterState merger proposal, or the other proposals to be considered at the South State special meeting and the CenterState special meeting, respectively?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 50. You also should read and carefully consider the risk factors of South State and CenterState contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

Q:
What are the material U.S. federal income tax consequences of the merger to holders of CenterState common stock?

A:
The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that South State and CenterState each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of CenterState common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their CenterState common stock for South State common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of South State common stock. You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger. For a more complete discussion of the material U.S. federal income tax consequences of the merger, see the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page 161.

Q:
When is the merger expected to be completed?

A:
South State and CenterState expect the merger to close in the third quarter of 2020. However, neither South State nor CenterState can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions

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    and factors outside the control of both companies. South State and CenterState must first obtain the approval of holders of South State common stock and holders of CenterState common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

Q:
What are the conditions to completion of the merger?

A:
The obligations of South State and CenterState to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals and the expiration of statutory waiting periods without the imposition of any materially burdensome regulatory condition, tax opinions, approval by holders of South State common stock of the South State merger proposal and the South State authorized share count proposal and approval by holders of CenterState common stock of the CenterState merger proposal. For more information, see the section entitled "The Merger Agreement—Conditions to Completion of the Merger" beginning on page 156.

Q:
What happens if the merger is not completed?

A:
If the merger is not completed, holders of CenterState common stock will not receive any consideration for their shares of CenterState common stock in connection with the merger. Instead, CenterState will remain an independent public company, CenterState common stock will continue to be listed on the NASDAQ, and South State will not complete the issuance of shares of South State common stock pursuant to the merger agreement. In addition, if the merger agreement is terminated in certain circumstances, a termination fee of $120 million may be payable by either South State or CenterState to the other party, as applicable. See the section entitled "The Merger Agreement—Termination Fee" beginning on page 158 for a more detailed discussion of the circumstances under which a termination fee will be required to be paid.

Q:
Should I send in my stock certificates now?

A:
No. Please do not send in your stock certificates with your proxy. After the merger is completed, an exchange agent mutually agreed upon by South State and CenterState (the "exchange agent") will send you instructions for exchanging CenterState stock certificates for the consideration to be received in the merger. See the section entitled "The Merger Agreement—Conversion of Shares; Exchange of CenterState Stock Certificates" beginning on page 144.

Q:
What should I do if I receive more than one set of voting materials for the same special meeting?

A:
If you hold shares of South State common stock or CenterState common stock in "street name" and also directly in your name as a holder of record or otherwise or if you hold shares of South State common stock or CenterState common stock in more than one (1) brokerage account, you may receive more than one (1) set of voting materials relating to the same special meeting.

Record holders.    For shares held directly, please complete, sign, date and return each proxy card (or cast your vote by telephone or Internet as provided on each proxy card) or otherwise follow the voting instructions provided in this joint proxy statement/prospectus in order to ensure that all of your shares of South State common stock or CenterState common stock are voted.

Shares in "street name."    For shares held in "street name" through a bank, broker, trustee or other nominee, you should follow the procedures provided by your bank, broker, trustee or other nominee to vote your shares.

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Q:
Who can help answer my questions?

A:
South State shareholders:    If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact James C. Mabry IV, South State's Executive Vice President, Investor Relations and Mergers & Acquisitions, at 520 Gervais Street, Columbia, South Carolina 29201, (800) 277-2175, or South State's proxy solicitor, [            ], at the following address or phone number: [            ].

CenterState shareholders:    If you have any questions about the merger or how to submit your proxy or voting instruction card, or if you need additional copies of this document or the enclosed proxy card or voting instruction card, you should contact CenterState's corporate secretary, at 1101 First Street South, Suite 202, Winter Haven, Florida 33880, (863) 293-4710.

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SUMMARY

        This summary highlights selected information in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus and the other documents we refer you to for a more complete understanding of the matters being considered at the special meetings. In addition, we incorporate by reference important business and financial information about South State and CenterState into this joint proxy statement/prospectus. You may obtain the information incorporated by reference into this joint proxy statement/prospectus without charge by following the instructions in the section entitled "Where You Can Find More Information" beginning on page 188 of this joint proxy statement/prospectus.

The Parties to the Merger (pages 74 and 75)

South State Corporation

520 Gervais Street
Columbia, SC 29201
(800) 277-2175

        South State is a South Carolina corporation that is a bank holding company registered with the Board of Governors of the Federal Reserve System (the "Federal Reserve Board") under the Bank Holding Company Act of 1956, as amended (the "BHC Act"). South State was incorporated in 1985 under the laws of South Carolina. South State provides a wide range of banking services and products to its customers through its wholly-owned bank subsidiary, South State Bank, a South Carolina banking corporation that opened for business in 1934. South State does not engage in any significant operations other than the ownership of its banking subsidiary. South State Bank provides a full range of retail and commercial banking services, mortgage lending services, trust and wealth management, and consumer loans through financial centers in South Carolina, North Carolina, Georgia and Virginia. At December 31, 2019, South State had approximately $15.9 billion in assets, $11.3 billion in loans, $12.2 billion in deposits, $2.4 billion in shareholders' equity, and a market capitalization of approximately $2.9 billion.

        South State's principal executive offices are located at 520 Gervais Street, Columbia, South Carolina 29201, and its telephone number is (800) 277-2175.

        South State common stock is traded on the NASDAQ under the symbol "SSB".

CenterState Bank Corporation

1101 First Street South, Suite 202
Winter Haven, FL 33880
(863) 293-4710

        CenterState is a financial holding company, incorporated under the laws of the state of Florida, that owns all of the outstanding shares of CenterState Bank. Headquartered in Winter Haven, Florida between Orlando and Tampa, CenterState provides traditional retail, commercial, mortgage, wealth management and small business services throughout CenterState Bank's branch network in Florida, Georgia and Alabama, and customer relationships in neighboring states. CenterState Bank also has a national footprint, serving clients coast to coast through its correspondent banking division. As of December 31, 2019, CenterState had total consolidated assets of $17.1 billion, total consolidated loans of $12.0 billion, total consolidated deposits of $13.1 billion, and total consolidated shareholders' equity of $2.9 billion.

        CenterState common stock is traded on the NASDAQ under the symbol "CSFL".

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The Merger and the Merger Agreement (pages 76 and 141)

        The terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. You are encouraged to read the merger agreement carefully and in its entirety, as it is the primary legal document that governs the merger.

        Subject to the terms and conditions of the merger agreement, at the completion of the merger, CenterState will merge with and into South State, with South State as the surviving corporation in a merger of equals. Following the completion of the merger, South State Bank will merge with and into CenterState Bank, with CenterState Bank as the surviving bank, which will adopt the name "South State Bank, National Association". Following the merger, CenterState common stock will be delisted from the NASDAQ and deregistered under the Exchange Act and will cease to be publicly traded.

Merger Consideration (page 142)

        In the merger, holders of CenterState common stock will receive 0.3001 shares of South State common stock for each share of CenterState common stock they hold immediately prior to the effective time. South State will not issue any fractional shares of South State common stock in the merger. Holders of CenterState common stock who would otherwise be entitled to a fraction of a share of South State common stock in the merger will instead receive, for the fraction of a share, an amount in cash (rounded to the nearest cent) based on the South State closing share value.

        South State common stock is listed on the NASDAQ under the symbol "SSB", and CenterState common stock is listed on the NASDAQ under the symbol "CSFL". The following table shows the closing sale prices of South State common stock and CenterState common stock as reported on the NASDAQ on January 24, 2020, the last full trading day before the public announcement of the merger agreement, and on [            ], 2020, the last practicable trading day before the date of this joint proxy statement/prospectus. This table also shows the implied value of the merger consideration to be issued in exchange for each share of CenterState common stock, which was calculated by multiplying the closing price of South State common stock on those dates by the exchange ratio of 0.3001.

 
  South State
Common Stock
  Center State
Common Stock
  Implied Value
of One Share of
CenterState
Common Stock
 

January 24, 2020

  $ 85.52   $ 23.33   $ 25.66  

[            ], 2020

  $ [    ]   $ [    ]   $ [    ]  

        For more information on the exchange ratio, see the section entitled "The Merger—Terms of the Merger" beginning on page 76 and the section entitled "The Merger Agreement—Merger Consideration" beginning on page 142.

Treatment of CenterState Equity Awards and Warrants (page 143)

        At the effective time, each outstanding CenterState equity award and each outstanding CenterState warrant will be converted into a corresponding award or warrant with respect to shares of South State common stock, with the number of shares underlying such award or warrant (and, in the case of CenterState stock options and warrants, the applicable exercise price) adjusted based on the exchange ratio. Each such converted South State equity award or warrant will continue to be subject to the same terms and conditions (including vesting and exercisability or payment terms) as applied to the corresponding CenterState equity award or warrant, except that (i) each such converted South State stock option or warrant will remain exercisable through the remainder of the original term of the corresponding CenterState stock option or warrant, and (ii) each such converted South State RSU issued in respect of a CenterState PSU will continue to vest based solely on continued service following the effective time, with the number of shares underlying such South State RSU determined assuming

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performance goals are satisfied at the greater of target and actual levels of performance as of immediately prior to the effective time and adjusted based on the exchange ratio.

        Following the effective time, each South State equity award issued in respect of a converted CenterState equity award will be eligible to vest on a "double-trigger" basis if the holder's employment is terminated by the combined company without cause or by the holder for good reason within three (3) years following the effective time.

Treatment of South State Equity Awards (page 144)

        At the effective time, each South State equity award that was outstanding as of January 25, 2020 and that remains outstanding and unvested as of the effective time will vest in full at the effective time, with any applicable performance goals deemed satisfied based on the greater of target and actual levels of performance as of immediately prior to the effective time and with each South State stock option to remain exercisable through the remainder of the original term. Any equity awards denominated in shares of South State common stock granted following January 25, 2020 and that remaining outstanding as of the effective time will remain outstanding and eligible to vest in accordance with their terms following the effective time, except that any such awards will be eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time.

Material U.S. Federal Income Tax Consequences of the Merger (page 161)

        The merger has been structured to qualify as a reorganization for federal income tax purposes, and it is a condition to our respective obligations to complete the merger that South State and CenterState each receive a legal opinion to the effect that the merger will so qualify. Assuming the receipt and accuracy of these opinions, holders of CenterState common stock generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of their CenterState common stock for South State common stock in the merger, except for any gain or loss that may result from the receipt of cash instead of a fractional share of South State common stock.

        You should be aware that the tax consequences to you of the merger may depend upon your own situation. In addition, you may be subject to state, local or foreign tax laws that are not discussed in this joint proxy statement/prospectus. You should therefore consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.

South State's Reasons for the Merger; Recommendation of the South State Board of Directors (page 101)

        The South State board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of South State and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The South State board of directors unanimously recommends that holders of South State common stock vote "FOR" the South State merger proposal, "FOR" the South State authorized share count proposal, "FOR" the South State compensation proposal and "FOR" the South State adjournment proposal. For a more detailed discussion of the South State board of directors' recommendation, see the section entitled "The Merger—South State's Reasons for the Merger; Recommendation of the South State Board of Directors" beginning on page 101.

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CenterState's Reasons for the Merger; Recommendation of the CenterState Board of Directors (page 84)

        The CenterState board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interests of CenterState and its shareholders and has unanimously adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. The CenterState board of directors unanimously recommends that holders of CenterState common stock vote "FOR" the CenterState merger proposal, "FOR" the CenterState compensation proposal and "FOR" the CenterState adjournment proposal. For a more detailed discussion of the CenterState board of directors' recommendation, see the section entitled "The Merger—CenterState's Reasons for the Merger; Recommendation of the CenterState Board of Directors" beginning on page 84.

Opinion of South State's Financial Advisor (page 104)

        At the January 24, 2020 meeting at which the South State board of directors considered the merger and the merger agreement, Piper Sandler & Co. ("Piper Sandler") delivered to the South State board of directors its oral opinion, which was subsequently confirmed in writing on January 24, 2020, to the effect that, as of such date, the exchange ratio was fair to South State from a financial point of view. The full text of Piper Sandler's opinion is attached as Annex C to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Holders of South State common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger. Piper Sandler's opinion was directed to the South State board of directors in connection with its consideration of the merger agreement and the merger and does not constitute a recommendation to any shareholder of South State as to how any such shareholder should vote at any meeting of shareholders called to consider and vote on the approval of the merger agreement and the merger.

Opinion of CenterState's Financial Advisor (page 87)

        In connection with the merger, CenterState's financial advisor, Keefe, Bruyette & Woods, Inc. ("KBW"), delivered a written opinion, dated January 25, 2020, to the CenterState board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of CenterState common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Annex D to this joint proxy statement/prospectus. The opinion was for the information of, and was directed to, the CenterState board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of CenterState to engage in the merger or enter into the merger agreement or constitute a recommendation to the CenterState board of directors in connection with the merger, and it does not constitute a recommendation to any holder of CenterState common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.

Appraisal or Dissenters' Rights in the Merger (page 140)

        Holders of South State common stock are not entitled to appraisal or dissenters' rights under the SCBCA and holders of CenterState common stock are not entitled to appraisal or dissenters' rights under the FBCA. For more information, see the section entitled "The Merger—Appraisal or Dissenters' Rights in the Merger" beginning on page 140.

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Interests of South State's Directors and Executive Officers in the Merger (page 118)

        In considering the recommendation of the South State board of directors to vote for the South State merger proposal, the South State authorized share count proposal, the South State compensation proposal and the South State adjournment proposal, holders of South State common stock should be aware that the directors and executive officers of South State may have interests in the merger that are different from, or in addition to, the interests of holders of South State common stock generally. The South State board of directors was aware of these interests and considered them, among other matters, in making its recommendation that South State shareholders vote to approve the South State merger proposal, the South State authorized share count proposal, the South State compensation proposal and the South State adjournment proposal.

        These interests include:

    unvested South State equity awards held by South State directors and executive officers that were outstanding as of January 25, 2020 and that remain outstanding as of the effective time will vest in full (i.e., "single-trigger") at the effective time;

    unvested equity awards denominated in shares of South State common stock held by South State directors and executive officers that were granted following January 25, 2020 and that remain outstanding as of the effective time will remain outstanding and eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time;

    South State executive officers' annual incentive awards in respect of fiscal year 2020 may be paid based on the greater of target and actual levels of performance at the time such awards are typically paid;

    South State and South State Bank, as applicable, have entered into employment agreements with Robert R. Hill, Jr., John C. Pollok, Greg A. Lapointe, Renee R. Brooks, John S. Goettee and Jonathan Kivett that will be effective at the closing of the merger and provide certain compensation and benefits in connection with such executive officers' employment following the closing of the merger, including severance;

    non-employee directors of South State who do not continue as directors of the combined company will be eligible for continued vesting of unvested South State equity awards based on service on the advisory board of South State, payment of a prorated portion of any unpaid quarterly cash retainers, and a cash retainer in respect of advisory board service following the effective time;

    certain of South State's directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company following the closing of the merger; and

    South State's directors and executive officers are entitled to continued indemnification and insurance coverage under their existing agreements with South State.

        The South State board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement. For more information, see the section entitled "The Merger—Interests of South State's Directors and Executive Officers in the Merger" beginning on page 118.

Interests of CenterState's Directors and Executive Officers in the Merger (page 126)

        In considering the recommendation of the CenterState board of directors to vote for the CenterState merger proposal, the CenterState compensation proposal and the CenterState adjournment

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proposal, holders of CenterState common stock should be aware that the directors and executive officers of CenterState may have interests in the merger that are different from, or in addition to, the interests of holders of CenterState common stock generally. The CenterState board of directors was aware of these interests and considered them, among other matters, in making its recommendation that CenterState shareholders vote to approve the CenterState merger proposal, the CenterState compensation proposal and the CenterState adjournment proposal.

        These interests include:

    each outstanding CenterState stock option will vest and be converted into, and each outstanding CenterState restricted stock award, RSU and PSU will be converted into, a corresponding award with respect to shares of South State common stock, with the number of shares underlying such award (and, in the case of CenterState stock options, the applicable exercise price) adjusted based on the exchange ratio. Each such converted South State equity award will continue to be subject to the same terms and conditions (including exercisability or payment terms) as applied to the corresponding CenterState equity award, except that (i) each such converted South State stock option will remain exercisable through the remainder of the original term of the corresponding CenterState stock option, and (ii) each such converted South State RSU issued in respect of a CenterState PSU will continue to vest based solely on continued service following the effective time, with the number of shares underlying such South State RSU determined assuming performance goals are satisfied at the greater of target and actual levels of performance as of immediately prior to the effective time and adjusted based on the exchange ratio;

    South State restricted stock awards and South State RSUs issued in respect of converted CenterState restricted stock awards, CenterState RSUs and CenterState PSUs will be eligible to vest on a "double-trigger" basis upon a termination of employment by the combined company without cause or by the holder of such award for good reason within three (3) years following the effective time;

    CenterState has entered into retention letters with John C. Corbett, Stephen D. Young, Daniel E. Bockhorst and Jennifer L. Idell that will be effective at the effective time and provide for certain compensation and benefits in connection with such executive officers' employment following the closing of the merger, including severance;

    certain of CenterState's other executive officers are party to employment agreements that provide for severance payments and benefits in connection with a termination of employment;

    certain of CenterState's executive officers are party to supplemental executive retirement plan agreements that provide for payments in connection with a change in control;

    certain of CenterState's directors and executive officers will continue to serve as directors or executive officers, as applicable, of the combined company following the closing of the merger; and

    CenterState's directors and executive officers are entitled to continued indemnification and insurance coverage under their existing agreements with CenterState.

        The CenterState board of directors was aware of and considered these respective interests when deciding to adopt and approve the merger agreement. For more information, see the section entitled "The Merger—Interests of CenterState's Directors and Executive Officers in the Merger" beginning on page 126.

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Governance of the Combined Company After the Merger (page 134)

Articles Amendment

        In connection with the merger, South State's articles of incorporation will be amended to increase the number of authorized shares of South State common stock from eighty million (80,000,000) shares to one hundred sixty million (160,000,000) shares. A copy of the South State articles amendment is attached to this joint proxy statement/prospectus as Annex B.

        The articles of incorporation of South State as in effect immediately prior to the effective time, as amended as described above, will be the articles of incorporation of the combined company, until thereafter amended in accordance with applicable law.

Bylaws

        Prior to closing, the South State board of directors will take all actions necessary to cause the bylaws of South State to be amended as set forth in Exhibit B to the merger agreement (such amendment, the "South State bylaw amendment"), and as so amended, effective upon the completion of the merger, the bylaws of South State will be the bylaws of the combined company, until thereafter amended as provided therein or in accordance with applicable law. The South State bylaw amendment implements certain governance matters for the combined company following completion of the merger.

        From and after the effective time and until the thirty-six (36) month anniversary of the effective time (the "specified period"), the provisions of the bylaw amendment implementing the governance arrangements for the combined company, and any other provision of the bylaws of South State that sets forth the authority and responsibility of the Executive Chairman, the Chief Executive Officer or President, may be modified, amended or repealed, and any bylaw provision or other resolution inconsistent with such provisions may be adopted, by the board of directors of the combined company only by (and any such modification, amendment, repeal or inconsistent bylaw provisions and other resolutions may be proposed or recommended by the board of directors of the combined company for adoption by the shareholders of South State only by) an affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company.

Board of Directors

        The board of directors of the combined company and the combined bank as of the effective time will have sixteen (16) members, consisting of:

    eight (8) legacy South State directors, one of whom will be the Chief Executive Officer of South State as of immediately prior to the effective time, one of whom will be Robert R. Horger and one of whom will be John C. Pollok; and

    eight (8) legacy CenterState directors, one of whom will be the Chief Executive Officer of CenterState as of immediately prior to the effective time, one of whom will be Charles W. McPherson (who will serve as lead independent director) and one of whom will be Ernest S. Pinner.

        The South State bylaw amendment provides that during the specified period, the number of directors that comprises the entire board of directors of the combined company will be sixteen (16) and any vacancy on the board of directors of the combined company created by the cessation of service for any reason by (i) a legacy South State director will be filled by the board of directors of the combined company with a nominee selected by a committee of the board of directors of the combined company comprised of all of the legacy South State directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed) (the "legacy

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South State directors nominating committee") and (ii) a legacy CenterState director will be filled by the board of directors of the combined company with a nominee selected by a committee of the board of directors of the combined company comprised of all of the legacy CenterState directors who satisfy the independence requirements (and any other requirements) for nominating committee membership under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed) (the "legacy CenterState directors nominating committee"). The "legacy South State directors" and the "legacy CenterState directors" means, respectively, the directors of South State and CenterState who were selected to be directors of the combined company by South State or CenterState, as the case may be, as of the effective time, pursuant to the merger agreement, and any directors of the combined company, as applicable, who were subsequently nominated and elected to fill a vacancy created by the cessation of service of a legacy South State director or legacy CenterState director, respectively, pursuant to the South State bylaw amendment as described above.

        The legacy South State directors nominating committee will determine which class of directors each legacy South State director will join as of the effective time and the legacy CenterState directors nominating committee will determine which class of directors each legacy CenterState director will join as of the effective time, in each case subject to achieving as near as possible proportional representation of legacy South State directors and legacy CenterState directors in each of the different classes of the board of directors of the combined company.

        As of the date of this joint proxy statement/prospectus, South State has fourteen (14) members on its board of directors.

        South State's bylaws currently provide that directors may not be over seventy-two (72) years of age at the time of the shareholders' meeting at which they are elected. Pursuant to the South State bylaw amendment, this provision will be deemed waived with respect to the individuals initially serving as legacy South State directors or legacy CenterState directors, as applicable, as of the effective time, and the board of directors of the combined company may further waive such requirement for one or more directors if it determines that doing so is in the best interests of the combined company and its shareholders.

Committees of the Board of Directors of the Combined Company

        The South State bylaw amendment provides that the board of directors of the combined company will have four standing committees: an Audit Committee, a Compensation Committee, a Nominating Committee (which, during the specified period, will consist of the legacy South State directors nominating committee and the legacy CenterState directors nominating committee) and a Risk Committee. The board of directors of the combined company may by resolution (which, during the specified period, will require the affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company) establish any committees not expressly contemplated by South State's bylaws composed of directors as they may determine to be necessary or appropriate for the conduct of business of the combined company and may prescribe the composition, duties and procedures thereof. Pursuant to the South State bylaw amendment, during the specified period:

    each committee of the board of directors of the combined company (other than the legacy South State directors nominating committee and the legacy CenterState directors nominating committee) will (i) have at least four (4) members and (ii) be composed of fifty percent (50%) legacy South State directors and fifty percent (50%) legacy CenterState directors (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed)); and

    the chairman of the Audit Committee and Risk Committee will be a legacy South State director and the chairman of the Nominating Committee and Compensation Committee will be a legacy

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      CenterState director (subject to compliance with any independence requirements, and any other requirements, for membership on the applicable committee under the rules of the NASDAQ (or other national securities exchange on which the combined company's securities are listed)).

        In addition, South State's existing bylaws provide for an Executive Committee, and the South State bylaw amendment provides that, at any time during the specified period in which an Executive Committee is in existence, the chairman of the Executive Committee will be Robert R. Hill, Jr. and John C. Corbett will serve as a member of the Executive Committee.

Executive Management Team and Lead Independent Director

        Effective as of the effective time, (i) Robert R. Hill, Jr. will serve as the Executive Chairman of the combined company and of the boards of directors of the combined company and the combined bank, (ii) John C. Corbett will serve as the Chief Executive Officer of the combined company and the President and Chief Executive Officer of the combined bank, (iii) Richard Murray, IV will serve as the President of the combined company and Senior Executive Vice President of the combined bank, (iv) Greg A. Lapointe will serve as the Chief Banking Officer of the combined company and the combined bank, (v) William E. Matthews, V will serve as the Chief Financial Officer of the combined company and the combined bank, (vi) Renee R. Brooks will serve as the Chief Operating Officer of the combined company and the combined bank, (vii) Stephen D. Young will serve as Senior Executive Vice President and Chief Strategy Officer of the combined company and the combined bank and (viii) John C. Pollok will serve as Senior Executive Vice President of the combined company and the combined bank.

        During the specified period, (i) any removal of (1) Mr. Hill in his capacity as the Executive Chairman of the combined company and of the boards of directors of the combined company and the combined bank, (2) Mr. Corbett in his capacity as the Chief Executive Officer of the combined company and President and Chief Executive Officer of the combined bank and (3) Mr. McPherson as lead independent director of the board of directors of the combined company, (ii) any amendment or modification to any employment or similar agreement with any of them to the extent such amendment or modification would adversely affect such individual, (iii) any termination of their employment or (iv) any modification to any of their respective reporting relationships as set forth in the combined company's bylaws will, in each case, require the affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company.

        During the specified period, upon the death, resignation, removal, disqualification or other cessation of service by Mr. Hill or Mr. Corbett serving in the capacities set forth above (or any of such individuals' successors selected and appointed in accordance with the South State bylaw amendment), an individual approved by the affirmative vote of at least seventy-five percent (75%) of the entire board of directors of the combined company will be appointed to serve in such capacity. In addition, during the specified period, upon the death, resignation, removal, disqualification or other cessation of service by Mr. McPherson (or any of his successors selected and appointed in accordance with the South State bylaw amendment), a legacy CenterState director selected by the legacy CenterState directors nominating committee will be appointed to serve as lead independent director.

Headquarters and Name After the Merger

        The headquarters and principal office of the combined company will be located in Winter Haven, Florida and the combined bank will have its main office in Winter Haven, Florida. The name of the combined company will be "South State Corporation" and the name of the combined bank will be "South State Bank, National Association".

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Regulatory Approvals (page 138)

        Subject to the terms of the merger agreement, South State and CenterState have agreed to cooperate with each other and use reasonable best efforts to promptly prepare and file all documentation to obtain as promptly as practicable all permits, consents, orders, approvals, waivers, non-objections and authorizations of all third parties and governmental entities which are necessary or advisable to consummate the transactions contemplated by the merger agreement (including the merger and the bank merger), and to comply with the terms and conditions of all such permits, consents, orders, approvals, waivers, non-objections and authorizations of all such governmental entities. These approvals include, among others, the approval of the Federal Reserve Board and the Office of the Comptroller of the Currency (the "OCC").

        Although neither South State nor CenterState knows of any reason why it cannot obtain these regulatory approvals in a timely manner, South State and CenterState cannot be certain when or if they will be obtained, or that the granting of these regulatory approvals will not involve the imposition of conditions on the completion of the merger or the bank merger.

Expected Timing of the Merger

        South State and CenterState expect the merger to close in the third quarter of 2020. However, neither South State nor CenterState can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. South State and CenterState must first obtain the approval of holders of South State common stock and holders of CenterState common stock for the merger, as well as obtain necessary regulatory approvals and satisfy certain other closing conditions.

Conditions to Completion of the Merger (page 156)

        As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include:

    approval of the merger agreement and the South State articles amendment by the shareholders of South State by the requisite South State vote and approval of the merger agreement by the shareholders of CenterState by the requisite CenterState vote;

    the authorization for listing on the NASDAQ, subject to official notice of issuance, of the shares of South State common stock that will be issued pursuant to the merger agreement;

    all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition of any materially burdensome regulatory condition;

    the effectiveness of the registration statement of which this joint proxy statement/prospectus forms a part, and the absence of any stop order suspending the effectiveness of the registration statement or proceedings for such purpose initiated or threatened by the SEC and not withdrawn;

    no order, injunction or decree issued by any court or governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the completion of the merger, the bank merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger, the bank merger or the other transactions contemplated by the merger agreement illegal;

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    the accuracy of the representations and warranties of South State and CenterState in the merger agreement, subject to materiality standards provided in the merger agreement (and the receipt of officers' certificates to such effect);

    performance in all material respects by each of South State and CenterState of their respective obligations, covenants and agreements under the merger agreement (and the receipt of officers' certificates to such effect); and

    receipt by each of South State and CenterState of an opinion from counsel as to certain tax matters.

Termination of the Merger Agreement (page 157)

        The merger agreement may be terminated at any time prior to the completion of the merger, whether before or after the receipt of the requisite South State vote or the requisite CenterState vote (except as indicated below), in the following circumstances:

    by mutual written consent of South State and CenterState;

    by either South State or CenterState if any governmental entity that must grant a requisite regulatory approval has denied approval of the merger or the bank merger and such denial has become final and nonappealable or any governmental entity of competent jurisdiction has issued a final and nonappealable order, injunction, decree or other legal restraint or prohibition permanently enjoining or otherwise prohibiting or making illegal the completion of the merger or the bank merger, unless the failure to obtain a requisite regulatory approval is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;

    by either South State or CenterState if the merger has not been completed on or before the termination date (January 25, 2021), unless the failure of the merger to be completed by such date is due to the failure of the party seeking to terminate the merger agreement to perform or observe its obligations, covenants and agreements set forth in the merger agreement;

    by either South State or CenterState (provided that the terminating party is not then in material breach of any representation, warranty, obligation, covenant or other agreement contained in the merger agreement) if there is a breach of any of the obligations, covenants or agreements or any of the representations or warranties (or if any such representation or warranty ceases to be true) set forth in the merger agreement on the part of CenterState, in the case of a termination by South State, or South State, in the case of a termination by CenterState, which breach or failure to be true, either individually or in the aggregate with all other breaches by such party (or failures of such representations or warranties to be true), would constitute, if occurring or continuing on the closing date, the failure of an applicable closing condition of the terminating party and which is not cured within forty-five (45) days following written notice to the other party, or by its nature or timing cannot be cured during such period (or such fewer days as remain prior to the termination date);

    by CenterState, prior to the receipt of the requisite South State vote, if (1) South State or the South State board of directors has made a recommendation change or (2) South State or the South State board of directors breaches in any material respect its obligations relating to non-solicitation of acquisition proposals or its obligations related to shareholder approval and the South State board recommendation;

    by South State, prior to the receipt of the requisite CenterState vote, if (1) CenterState or the CenterState board of directors has made a recommendation change or (2) CenterState or the CenterState board of directors breaches in any material respect its obligations relating to

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      non-solicitation of acquisition proposals or its obligations related to shareholder approval and the CenterState board recommendation; or

    by either South State or CenterState, if (i) the requisite South State vote has not been obtained upon a vote thereon taken at the South State special meeting (including any adjournment or postponement thereof) or (ii) the requisite CenterState vote has not been obtained upon a vote thereon taken at the CenterState special meeting (including any adjournment or postponement thereof).

Termination Fee (page 158)

        If the merger agreement is terminated by either South State or CenterState under certain circumstances, including circumstances involving alternative acquisition proposals and changes in the recommendation by South State or CenterState or their respective boards, South State or CenterState may be required to pay a termination fee to the other party equal to $120 million.

Accounting Treatment (page 137)

        South State and CenterState each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States ("GAAP"). The merger will be accounted for using the acquisition method of accounting, and South State will be treated as the accounting acquirer for financial reporting purposes.

The Rights of Holders of CenterState Common Stock Will Change as a Result of the Merger (page 167)

        The rights of holders of CenterState common stock are governed by Florida law and by the articles of incorporation and bylaws of CenterState. In the merger, holders of CenterState common stock will become holders of common stock of the combined company, and their rights will be governed by South Carolina law and the articles of incorporation of South State as amended by the South State articles amendment and the bylaws of South State as amended by the South State bylaw amendment. Holders of CenterState common stock will have different rights once they become holders of common stock of the combined company due to differences between the CenterState governing documents and Florida law, on the one hand, and the South State governing documents and South Carolina law, on the other hand. These differences are described in more detail under the section entitled "Comparison of Shareholders' Rights" beginning on page 167.

Listing of South State Common Stock; Delisting and Deregistration of CenterState Common Stock (page 140)

        The shares of South State common stock to be issued in the merger will be listed for trading on the NASDAQ. Following the merger, shares of South State common stock will continue to be listed on the NASDAQ. In addition, following the merger, CenterState common stock will be delisted from the NASDAQ and deregistered under the Exchange Act.

The South State Special Meeting (page 59)

        The South State special meeting will be held at [            ] on [            ], 2020, at [            ], local time. At the South State special meeting, holders of South State common stock will be asked to consider and vote on the following proposals:

    the South State merger proposal;

    the South State authorized share count proposal;

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    the South State compensation proposal; and

    the South State adjournment proposal.

        You may vote at the South State special meeting if you owned shares of South State common stock at the close of business on [            ], 2020. On that date, there were [            ] shares of South State common stock outstanding, approximately [            ] percent ([            ]%) of which were owned and entitled to be voted by South State directors and executive officers and their affiliates. We currently expect that South State's directors and executive officers will vote their shares in favor of the South State merger proposal and the other proposals to be considered at the South State special meeting, although none of them has entered into any agreements obligating them to do so.

        The South State merger proposal will be approved if at least two-thirds of the votes entitled to be cast on the merger agreement by the holders of South State common stock are voted in favor of such proposal. The South State authorized share count proposal will be approved if at least two-thirds of the votes entitled to be cast on the South State articles amendment by the holders of South State common stock are voted in favor of such proposal. The South State compensation proposal and the South State adjournment proposal will each be approved if the votes cast by shareholders of South State in favor of the applicable proposal exceeds the votes cast by shareholders of South State against the applicable proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the South State special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the South State merger proposal or the South State authorized share count proposal, it will have the same effect as a vote "AGAINST" the South State merger proposal or the South State authorized share count proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the South State special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the South State compensation proposal or the South State adjournment proposal, it will have no effect on the South State compensation proposal or the South State adjournment proposal.

The CenterState Special Meeting (page 67)

        The CenterState special meeting will be held at [            ] on [            ], 2020, at [            ], local time. At the CenterState special meeting, holders of CenterState common stock will be asked to consider and vote on the following proposals:

    the CenterState merger proposal;

    the CenterState compensation proposal; and

    the CenterState adjournment proposal.

        You may vote at the CenterState special meeting if you owned shares of CenterState common stock at the close of business on [            ], 2020. On that date, there were [            ] shares of CenterState common stock outstanding, approximately [            ] percent ([            ]%) of which were owned and entitled to be voted by CenterState directors and executive officers and their affiliates. We currently expect that CenterState's directors and executive officers will vote their shares in favor of the CenterState merger proposal and the other proposals to be considered at the CenterState special meeting, although none of them has entered into any agreements obligating them to do so.

        The CenterState merger proposal will be approved if the holders of a majority of the outstanding shares of CenterState common stock entitled to vote on such proposal are voted in favor of such proposal. The CenterState compensation proposal and the CenterState adjournment proposal will each be approved if the votes cast by shareholders of CenterState in favor of the applicable proposal exceeds the votes cast by shareholders of CenterState against the applicable proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the CenterState special meeting or fail to

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instruct your bank, broker, trustee or other nominee how to vote with respect to the CenterState merger proposal, it will have the same effect as a vote "AGAINST" the CenterState merger proposal. If you mark "ABSTAIN" on your proxy, fail to submit a proxy or vote in person at the CenterState special meeting or fail to instruct your bank, broker, trustee or other nominee how to vote with respect to the CenterState compensation proposal or the CenterState adjournment proposal, it will have no effect on the CenterState compensation proposal or the CenterState adjournment proposal.

Risk Factors (page 50)

        In evaluating the merger agreement and the merger, including the issuance of shares of South State common stock in the merger, you should carefully read this joint proxy statement/prospectus and give special consideration to the factors discussed in the section entitled "Risk Factors" beginning on page 50 and in South State's and CenterState's respective Annual Reports on Form 10-K for the year ended December 31, 2019 and in other documents incorporated by reference into this joint proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 188 of this joint proxy statement/prospectus for the location of information incorporated by reference into this joint proxy statement/prospectus.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF SOUTH STATE

        The following table summarizes selected consolidated historical financial data of South State. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, has been derived from South State's audited consolidated financial statements and accompanying notes contained in South State's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, have been derived from South State's audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this joint proxy statement/prospectus by reference.

        The information set forth below is only a summary. You should read the following information together with South State's consolidated financial statements and accompanying notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in South State's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus, and in South State's other reports filed with the SEC. South State's consolidated historical financial data may not be indicative of the future performance of South State or the combined company. For more information, see "Where You Can Find More Information" beginning on page 188.

 
  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share data)
  2019   2018   2017   2016   2015  

Summary of Operations

                               

Interest income

  $ 590,827   $ 567,208   $ 426,000   $ 333,163   $ 338,101  

Interest expense

    86,552     53,992     17,014     8,317     10,328  

Net interest income

    504,275     513,216     408,986     324,846     327,773  

Provision for loan losses

    12,777     13,783     11,890     6,819     5,864  

Noninterest income

    143,565     145,749     140,029     121,204     109,638  

Noninterest expenses

    404,638     420,927     368,320     285,189     281,172  

Net income before provision for income taxes

    230,425     224,255     168,805     154,042     150,375  

Provision for income taxes

    43,942     45,384     81,251     52,760     50,902  

Net income

  $ 186,483   $ 178,871   $ 87,554   $ 101,282   $ 99,473  

Per Common Share Information:

                               

Earnings per share—Basic

  $ 5.40   $ 4.90   $ 2.95   $ 4.22   $ 4.15  

Earnings per share—Diluted

  $ 5.36   $ 4.86   $ 2.93   $ 4.18   $ 4.11  

Cash dividends declared

  $ 1.67   $ 1.38   $ 1.32   $ 1.21   $ 0.98  

Weighted-Average number of common shares:

                               

Basic

    34,561     36,530     29,686     23,998     23,966  

Diluted

    34,797     36,776     29,922     24,219     24,224  

Balance Sheet Data

                               

Assets

  $ 15,921,092   $ 14,676,328   $ 14,466,589   $ 8,900,592   $ 8,557,348  

Loans, net of unearned income(1)

    11,370,040     11,013,231     10,618,865     6,680,286     6,004,134  

Investment securities

    2,005,171     1,542,671     1,673,769     1,014,981     1,027,748  

Goodwill and other intangible assets

    1,052,716     1,065,800     1,073,375     378,188     385,765  

Deposits

    12,177,096     11,646,933     11,532,766     7,334,423     7,100,428  

Nondeposit borrowings

    1,114,677     536,733     503,242     369,131     343,389  

Shareholders' equity

    2,373,013     2,366,296     2,308,920     1,134,588     1,059,384  

Number of common shares outstanding

    33,744,385     35,829,549     36,759,656     24,230,392     24,162,657  

Book value per common share

  $ 70.32   $ 66.04   $ 62.81   $ 46.82   $ 43.84  

Tangible book value per common share(3)

  $ 39.13   $ 36.30   $ 33.61   $ 31.22   $ 27.88  

Balance sheet data averages

                               

Assets

  $ 15,428,827   $ 14,451,456   $ 11,354,296   $ 8,718,671   $ 8,202,681  

Investment securities

    1,712,657     1,613,614     1,418,469     980,916     862,686  

Loans

    11,176,873     10,765,613     8,287,539     6,346,034     5,783,347  

Allowance for loan losses

    58,078     51,420     43,731     39,983     39,613  

Deposits

    11,874,074     11,589,597     9,170,111     7,179,779     6,771,798  

Nondeposit borrowings

    936,925     470,760     428,698     376,154     347,245  

Shareholders' equity

  $ 2,363,652   $ 2,343,649   $ 1,656,648   $ 1,104,091   $ 1,028,623  

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  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share data)
  2019   2018   2017   2016   2015  

Annualized Performance Ratios

                               

Return on average assets

    1.21 %   1.23 %   0.77 %   1.16 %   1.21 %

Return on average equity

    7.89 %   7.63 %   5.26 %   9.17 %   9.67 %

Return on average tangible equity(3)

    15.11 %   14.93 %   9.63 %   14.72 %   15.97 %

Net interest margin (taxable equivalent)

    3.77 %   4.09 %   4.15 %   4.22 %   4.58 %

Efficiency ratio

    62.52 %   63.57 %   66.53 %   63.44 %   63.71 %

Dividend payout ratio

    30.94 %   28.27 %   44.11 %   28.91 %   23.84 %

Asset Quality Ratios

                               

Allowance for loan losses to period end non-acquired loans(2)

    0.62 %   0.65 %   0.67 %   0.71 %   0.81 %

Allowance for loan losses to period nonperforming loans(2)

    249.50 %   340.88 %   292.95 %   250.66 %   181.84 %

Net charge-offs to average non-acquired loans(2)

    0.04 %   0.04 %   0.04 %   0.06 %   0.09 %

Net charge-offs to average acquired noncredit impaired loans(2)

    0.11 %   0.06 %   0.07 %   0.07 %   0.20 %

Excluding acquired loans:

                               

Nonperforming assets to period end loans and repossessed assets

    0.29 %   0.24 %   0.27 %   0.36 %   0.65 %

Nonperforming assets to period end total loans

    0.17 %   0.13 %   0.12 %   0.21 %   0.32 %

Including acquired assets:

                               

Nonperforming assets to period end loans and repossessed assets

    0.41 %   0.37 %   0.34 %   0.58 %   0.89 %

Nonperforming assets to period end total loans

    0.29 %   0.28 %   0.25 %   0.43 %   0.63 %

Capital Ratios

                               

Equity to assets

    14.90 %   16.12 %   15.96 %   12.75 %   12.38 %

Tangible equity to tangible assets

    8.88 %   9.56 %   9.23 %   8.88 %   8.24 %

(1)
Excludes loans held for sale.

(2)
Excludes acquired assets.

(3)
This is a non-GAAP measure. A reconciliation of non-GAAP measures to GAAP is presented below.

(4)
Note that the efficiency ratios for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 have been adjusted and restated to reflect the reclassification of interchange network costs from noninterest expense to offset noninterest income. The amounts reclassified for the years ended December 31, 2019, 2018, 2017, 2016, and 2015 were $11.9 million, $12.1 million, $9.1 million, $9.1 million, and $5.9 million, respectively. See Note 1—Summary of Significant Accounting Policies—Revenue from Contracts with Customers (Topic 606) and Method of Adoption and Noninterest Income on page 59 of South State's Annual Report on Form 10-K for the year ended December 31, 2019 for further discussion.

Explanation of Certain Unaudited Non-GAAP Financial Measures

        Adjusted earnings available to common shareholders, basic adjusted earnings per share, diluted adjusted earnings per share and adjusted return on average assets are non-GAAP measures and exclude the after-tax effects of gains or losses on sales of securities, other-than-temporary impairment ("OTTI"), merger and conversion related expense, the effects from the early termination of loss share agreements, the net deferred tax asset revaluation and pension plan termination expense. The tangible measures above exclude the effect of period end or average balance of intangible assets. The tangible return on equity measures also add back the after-tax amortization of intangibles to GAAP basis net income.

        South State's management believes these non-GAAP measures provide additional information that is useful to investors in evaluating its performance and capital and may facilitate comparisons with other institutions in the banking industry as well as period-to-period comparisons. Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider South State's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of South State. Non-GAAP measures have limitations as analytical tools, are not audited, and may not be comparable to other similarly titled financial measures used by other companies. Investors should not consider non-GAAP measures in isolation or as a substitute for analysis of South State's results or financial condition as reported under GAAP.

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        The table below provides a reconciliation of non-GAAP measures to GAAP as of the dates and for the periods presented:

 
  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share)
  2019   2018   2017   2016   2015  

Adjusted earnings

                               

Net income available to common shareholders (GAAP)

  $ 186,483   $ 178,871   $ 87,554   $ 101,282   $ 99,473  

Securities (gains) losses, net of tax

    (2,173 )   520     (946 )   (81 )    

Other-than-temporary impairment (OTTI), net of tax

            501         323  

Early termination of FDIC Loss Share Agreements, net of tax

                2,938      

Provision for income taxes—deferred tax asset revaluation

        (990 )   26,558          

Merger and conversion related expense, net of tax

    3,701     23,692     31,469     5,960     4,595  

Pension plan termination expense, net of tax

    7,641                  

FHLB prepayment fee, net of tax

    107                  

Net adjusted earnings available to common shareholders (non-GAAP)

  $ 195,759   $ 202,093   $ 145,136   $ 110,099   $ 104,391  

Adjusted earnings per common share, basic

                               

Earnings per common share, basic (GAAP)

  $ 5.40   $ 4.90   $ 2.95   $ 4.22   $ 4.15  

Effect to adjust for securities (gains) losses, net of tax

    (0.06 )   0.01     (0.03 )   (0.00 )    

Effect to adjust for other-than-temporary impairment (OTTI), net of tax

            0.02         0.01  

Effect to adjust for Early termination of FDIC Loss Share Agreements, net of tax

                0.12      

Effect to adjust for Provision for income taxes—deferred tax asset revaluation

        (0.03 )   0.89          

Effect to adjust for merger and conversion related expense, net of tax

    0.10     0.65     1.06     0.24     0.20  

Effect to adjust for pension plan termination expense, net of tax

    0.22                  

Effect to adjust for FHLB prepayment fee, net of tax

    0.00                  

Adjusted earnings per common share, basic (non-GAAP)

  $ 5.66   $ 5.53   $ 4.89   $ 4.58   $ 4.36  

Adjusted earnings per common share, diluted

                               

Earnings per common share, diluted (GAAP)

  $ 5.36   $ 4.86   $ 2.93   $ 4.18   $ 4.11  

Effect to adjust for securities (gains) losses, net of tax

    (0.06 )   0.02     (0.03 )   (0.00 )    

Effect to adjust for other-than-temporary impairment (OTTI), net of tax

            0.01         0.01  

Effect to adjust for Early termination of FDIC Loss Share Agreements, net of tax

                0.12      

Effect to adjust for Provision for income taxes—deferred tax asset revaluation

        (0.03 )   0.89          

Effect to adjust for merger and conversion related expense, net of tax

    0.11     0.65     1.05     0.25     0.19  

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  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share)
  2019   2018   2017   2016   2015  

Effect to adjust for pension plan termination expense, net of tax

    0.22                  

Effect to adjust for FHLB prepayment fee, net of tax

    0.00                  

Adjusted earnings per common share, diluted (non-GAAP)

  $ 5.63   $ 5.50   $ 4.85   $ 4.55   $ 4.31  

Adjusted return on average assets

                               

Return on Average Assets (GAAP)

    1.21 %   1.23 %   0.77 %   1.16 %   1.21 %

Effect to adjust for securities (gains) losses, net of tax

    (0.01 )   0.00     (0.01 )   (0.00 )    

Effect to adjust for other-than-temporary impairment (OTTI), net of tax

            0.01         0.01  

Effect to adjust for Early termination of FDIC Loss Share Agreements, net of tax

                0.03      

Effect to adjust for Provision for income taxes—deferred tax asset revaluation

        (0.01 )   0.23          

Effect to adjust for merger and conversion related expense, net of tax

    0.02     0.17     0.28     0.07     0.05  

Effect to adjust for pension plan termination expense, net of tax

    0.05                  

Effect to adjust for FHLB prepayment fee, net of tax

    0.00                  

Adjusted return on average assets (non-GAAP)

    1.27 %   1.39 %   1.28 %   1.26 %   1.27 %

Adjusted efficiency ratio

                               

Efficiency ratio (GAAP)

    62.52 %   63.57 %   66.53 %   63.44 %   63.71 %

Effect to adjust for Early termination of FDIC Loss Share Agreements

                (0.62 )    

Effect to adjust for merger and conversion related expense

    (0.70 )   (4.51 )   (8.04 )   (0.69 )   (1.57 )

Effect to adjust for pension plan termination expense

    (1.47 )                

Effect to adjust for FHLB prepayment fee

    (0.02 )                

Adjusted efficiency ratio (non-GAAP)

    60.33 %   59.06 %   58.49 %   62.13 %   62.14 %

Tangible common equity per common share

                               

Book value per common share (GAAP)

  $ 70.32   $ 66.04   $ 62.81   $ 46.82   $ 43.84  

Effect to adjust for intangible assets

    (31.19 )   (29.74 )   (29.20 )   (15.60 )   (15.96 )

Tangible common equity per common share (non-GAAP)

  $ 39.13   $ 36.30   $ 33.61   $ 31.22   $ 27.88  

Return on average tangible equity

                               

Return on average common equity (GAAP)

    7.89 %   7.63 %   5.26 %   9.17 %   9.67 %

Effect to adjust for intangible assets

    7.22     7.30     4.37     5.55     6.30  

Tangible common equity per common share (non-GAAP)

    15.11 %   14.93 %   9.63 %   14.72 %   15.97 %

Adjusted return on average tangible common equity

                               

Return on average common equity (GAAP)

    7.89 %   7.63 %   5.26 %   9.17 %   9.67 %

Effect to adjust for securities (gains) losses, net of tax

    (0.09 )   0.02     (0.06 )   (0.01 )    

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  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share)
  2019   2018   2017   2016   2015  

Effect to adjust for other-than-temporary impairment (OTTI), net of tax

            0.03         0.03  

Effect to adjust for Early termination of FDIC Loss Share Agreements, net of tax

                0.27      

Effect to adjust for Provision for income taxes—deferred tax asset revaluation

        (0.06 )   2.13          

Effect to adjust for merger and conversion related expense, net of tax

    0.16     1.01     1.89     0.54     0.45  

Effect to adjust for pension plan termination expense, net of tax

    0.32                  

Effect to adjust for intangible assets

    7.54     8.16     6.24     5.97     6.57  

Adjusted return on average tangible common equity (non-GAAP)

    15.82 %   16.76 %   15.49 %   15.94 %   16.72 %

Tangible common equity to tangible assets

                               

Common equity to assets (GAAP)

    14.90 %   16.12 %   15.96 %   12.75 %   12.38 %

Effect to adjust for intangible assets

    (6.02 )   (6.56 )   (6.73 )   (3.87 )   (4.14 )

Tangible common equity to tangible assets (non-GAAP)

    8.88 %   9.56 %   9.23 %   8.88 %   8.24 %

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF CENTERSTATE

        The following table summarizes selected consolidated historical financial data of CenterState. The selected consolidated historical financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, has been derived from CenterState's audited consolidated financial statements and accompanying notes contained in CenterState's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this joint proxy statement/prospectus by reference. The selected consolidated historical financial data as of December 31, 2017, 2016 and 2015, and for the years ended December 31, 2016 and 2015, have been derived from CenterState's audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this joint proxy statement/prospectus by reference.

        The information set forth below is only a summary. You should read the following information together with CenterState's consolidated financial statements and accompanying notes and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in CenterState's Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus, and in CenterState's other reports filed with the SEC. CenterState's consolidated historical financial data may not be indicative of the future performance of CenterState or the combined company. For more information, see "Where You Can Find More Information" beginning on page 188.

 
  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share data)
  2019   2018   2017   2016   2015  

Summary of Operations

                               

Total interest income

  $ 685,332   $ 460,632   $ 251,326   $ 188,665   $ 162,320  

Total interest expense

    (99,604 )   (47,550 )   (15,783 )   (9,340 )   (7,286 )

Net interest income

    585,728     413,082     235,543     179,325     155,034  

Provision for loan losses

    (10,585 )   (8,283 )   (4,958 )   (4,962 )   (4,493 )

Net interest income after provision for loan losses

    575,143     404,799     230,585     174,363     150,541  

Non-interest income

    101,137     71,150     35,617     30,363     9,883  

Income from correspondent banking capital markets division

    64,898     33,388     28,341     33,685     27,563  

Net gain (loss) on sale of securities available for sale

    25     (22 )   (7 )   13     4  

Gain on sale of deposits

        611              

Gain on sale of trust department

            1,224          

Gain on extinguishment of debt

                308      

Loss on termination of FDIC loss share agreements

                (17,560 )    

Non-interest expense

    (446,907 )   (312,467 )   (186,485 )   (156,921 )   (126,082 )

Income before income taxes

    294,296     197,459     109,275     64,251     61,909  

Income tax expense

    (67,698 )   (41,024 )   (53,480 )   (21,910 )   (22,571 )

Net income

  $ 226,598   $ 156,435   $ 55,795   $ 42,341   $ 39,338  

Earnings attributable to noncontrolling interest

    1,202                  

Net income attributable to CenterState Bank Corporation

  $ 225,396   $ 156,435   $ 55,795   $ 42,341   $ 39,338  

Per Common Share Data

                               

Basic earnings per share

  $ 1.88   $ 1.78   $ 0.97   $ 0.89   $ 0.87  

Diluted earnings per share

  $ 1.87   $ 1.76   $ 0.95   $ 0.88   $ 0.85  

Common equity per common share outstanding

  $ 23.14   $ 20.60   $ 15.04   $ 11.47   $ 10.79  

Tangible common equity per common share outstanding(1)

  $ 12.76   $ 11.49   $ 10.35   $ 8.93   $ 8.82  

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  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share data)
  2019   2018   2017   2016   2015  

Dividends per common share

  $ 0.44   $ 0.40   $ 0.24   $ 0.16   $ 0.07  

Actual shares outstanding

    125,173,597     95,679,596     60,161,334     48,146,981     45,459,195  

Weighted average common shares outstanding

    119,746,949     87,641,220     57,244,698     47,409,142     45,182,224  

Diluted weighted average common shares outstanding

    120,603,823     88,758,853     58,340,813     48,191,523     45,788,632  

Balance Sheet Data

                               

Assets

  $ 17,142,025   $ 12,337,588   $ 7,123,975   $ 5,078,559   $ 4,022,717  

Total loans

    11,983,943     8,340,504     4,773,221     3,429,747     2,593,776  

Allowance for loan losses

    40,655     39,770     32,825     27,041     22,264  

Total deposits

    13,136,392     9,477,336     5,560,523     4,152,544     3,215,178  

Other borrowed funds

    633,334     713,132     558,570     290,413     252,722  

Corporate and subordinated debentures

    71,343     32,415     26,192     25,958     24,093  

Common shareholders' equity

    2,896,718     1,971,344     904,750     552,457     490,514  

Total shareholders' equity

    2,896,718     1,971,344     904,750     552,457     490,514  

Tangible capital

    1,596,637     1,099,286     622,453     430,135     400,774  

Goodwill

    1,204,417     802,880     257,683     106,028     76,739  

Core deposit intangible (CDI)

    91,157     66,225     24,063     15,510     12,164  

Other intangible assets

    4,507     2,953     551     784     837  

Average total assets

    15,915,885     10,950,654     6,341,159     4,864,151     3,928,523  

Average loans

    11,041,121     7,407,765     4,326,325     3,140,343     2,518,572  

Average interest earning assets

    13,638,936     9,475,205     5,631,772     4,356,455     3,484,739  

Average deposits

    12,278,626     8,545,623     5,107,495     3,991,078     3,178,569  

Average interest bearing deposits

    8,492,276     5,627,353     3,271,415     2,568,605     2,038,955  

Average interest bearing liabilities

    9,121,123     6,247,314     3,612,651     2,834,392     2,278,427  

Average total common equity

    2,661,800     1,662,815     819,626     531,734     471,130  

Average total equity

    2,667,709     1,662,815     819,626     531,734     471,130  

Selected Financial Ratios

                               

Return on average assets

    1.42 %   1.43 %   0.88 %   0.87 %   1.00 %

Return on average common equity

    8.47 %   9.41 %   6.81 %   7.96 %   8.35 %

Dividend payout

    24 %   23 %   25 %   18 %   8 %

Efficiency ratio(2)

    59 %   60 %   61 %   64 %   65 %

Net interest margin, tax equivalent basis(3)

    4.31 %   4.39 %   4.28 %   4.20 %   4.51 %

Net interest spread, tax equivalent basis(4)

    3.95 %   4.13 %   4.13 %   4.08 %   4.40 %

Capital Ratios

                               

Tier 1 leverage ratio

    9.74 %   10.04 %   9.82 %   9.11 %   10.53 %

Risk-based capital

                               

Common equity Tier 1

    11.34 %   11.86 %   11.46 %   11.27 %   14.39 %

Tier 1

    11.34 %   12.27 %   11.96 %   11.83 %   14.99 %

Total

    12.19 %   12.70 %   12.57 %   12.54 %   15.79 %

Tangible common equity ratio(5)

    10.08 %   9.59 %   9.10 %   8.68 %   10.19 %

Asset Quality Ratios

                               

Net charge-offs to average loans(6)

    0.09 %   0.02 %   (0.02 )%   0.00 %   0.09 %

Allowance to period end loans(6)

    0.34 %   0.48 %   0.71 %   0.82 %   0.93 %

Allowance for loan losses to non-performing loans(6)

    105 %   168 %   188 %   140 %   106 %

Non-performing assets to total assets(6)

    0.26 %   0.22 %   0.30 %   0.52 %   0.56 %

(1)
Tangible common equity per common share outstanding is defined as common equity (less goodwill, core deposit intangible and other intangible assets) divided by total common shares outstanding.

(2)
Efficiency ratio is non-interest expense (less loss on termination of FDIC loss share agreements) divided by the sum of the tax equivalent net interest income before the provision for loan losses plus non-interest income (less gain on sale of trust department and gain on extinguishment of debt).

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(3)
Net interest margin is tax equivalent net interest income divided by total average earning assets.

(4)
Net interest spread is the difference between the average tax equivalent yield on earning assets and the average yield on average interest bearing liabilities.

(5)
Tangible common equity ratio is defined as common equity (less goodwill, core deposit intangible and other intangible assets) divided by total assets (less goodwill, core deposit intangible and other intangibles).

(6)
Excludes purchased credit-impaired loans.

Explanation of Certain Unaudited Non-GAAP Financial Measures

        The summary above contains financial information determined by methods other than GAAP, including tangible capital, tangible common equity per common share, tangible common equity to tangible assets, efficiency ratio and tax equivalent net interest margin and spread. The tables below provide reconciliations between these Non-GAAP measures and net interest income and tax equivalent basis net interest income, the efficiency ratio, common shareholders' equity and tangible common equity, as applicable. CenterState uses these Non-GAAP measures in its analysis of CenterState's performance and believes these presentations provide useful supplemental information and enhance investors' understanding of CenterState's core business and performance.

        Non-GAAP measures can also be useful in understanding performance trends and can facilitate comparisons with the performance of other financial institutions. The limitations associated with Non-GAAP measures include, among other things, the risk that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. CenterState provides reconciliations between GAAP and these Non-GAAP measures. These disclosures should not be considered in isolation or as an alternative to GAAP.

 
  As of or for the Year Ended December 31,  
(Dollars in thousands, except per share data)
  2019   2018   2017   2016   2015  

Income Statement Non-GAAP measures and ratios

                               

Total Interest income (GAAP)

  $ 685,332   $ 460,632   $ 251,326   $ 188,665   $ 162,320  

Tax equivalent adjustment

                               

Non PCI loans

    1,229     1,442     3,185     1,487     819  

Securities—tax-exempt

    834     1,079     2,531     1,972     1,379  

Total tax equivalent adjustment

    2,063     2,521     5,716     3,459     2,198  

Total interest income—tax equivalent (Non-GAAP)

    687,395     463,153     257,042     192,124     164,518  

Total Interest expense (GAAP)

    (99,604 )   (47,550 )   (15,783 )   (9,340 )   (7,286 )

Net interest income—tax equivalent (Non-GAAP)

  $ 587,791   $ 415,603   $ 241,259   $ 182,784   $ 157,232  

Net interest income (GAAP)

  $ 585,728   $ 413,082   $ 235,543   $ 179,325   $ 155,034  

Net interest margin (GAAP)

    4.29 %   4.36 %   4.18 %   4.12 %   4.45 %

Net interest margin—tax equivalent (Non-GAAP)

    4.31 %   4.39 %   4.28 %   4.20 %   4.51 %

Net interest spread (GAAP)

    3.93 %   4.10 %   4.02 %   4.00 %   4.34 %

Net interest spread—tax equivalent (Non-GAAP)

    3.95 %   4.13 %   4.13 %   4.08 %   4.40 %

Efficiency ratio

                               

Non-interest income (GAAP)

  $ 166,060   $ 105,127   $ 65,175   $ 64,369   $ 37,450  

Total nonrecurring income

        (611 )   (1,224 )   (308 )    

Adjusted non-interest income (Non-GAAP)

  $ 166,060   $ 104,516   $ 63,951   $ 64,061   $ 37,450  

Non-interest expense (GAAP)

  $ 446,907   $ 312,467   $ 186,485   $ 174,481   $ 126,082  

Total nonrecurring expense

                (17,560 )    

Adjusted non-interest expense (Non-GAAP)

  $ 446,907   $ 312,467   $ 186,485   $ 156,921   $ 126,082  

Efficiency ratio—tax equivalent (Non-GAAP)

    59 %   60 %   61 %   64 %   65 %

Balance Sheet Non-GAAP measures and ratios

                               

Total assets

  $ 17,142,025   $ 12,337,588   $ 7,123,975   $ 5,078,559   $ 4,022,717  

Goodwill and intangible assets, net

    (1,300,081 )   (872,058 )   (282,297 )   (122,322 )   (89,740 )

Tangible assets

  $ 15,841,944   $ 11,465,530   $ 6,841,678   $ 4,956,237   $ 3,932,977  

Common shareholders' equity

  $ 2,896,718   $ 1,971,344   $ 904,750   $ 552,457   $ 490,514  

Goodwill and intangible assets, net

    (1,300,081 )   (872,058 )   (282,297 )   (122,322 )   (89,740 )

Tangible common shareholders' equity

  $ 1,596,637   $ 1,099,286   $ 622,453   $ 430,135   $ 400,774  

Book value per common share

  $ 23.14   $ 20.60   $ 15.04   $ 11.47   $ 10.79  

Effect of intangible assets

  $ (10.39 ) $ (9.11 ) $ (4.69 ) $ (2.54 ) $ (1.97 )

Tangible book value per common share

  $ 12.76   $ 11.49   $ 10.35   $ 8.93   $ 8.82  

Equity to total assets

    16.90 %   15.98 %   12.70 %   10.88 %   12.19 %

Effect of intangible assets

    (6.82 )%   (6.39 )%   (3.60 )%   (2.20 )%   (2.00 )%

Tangible common equity to tangible assets (Non-GAAP)

    10.08 %   9.59 %   9.10 %   8.68 %   10.19 %

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UNAUDITED PRO FORMA COMBINED
CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma combined condensed financial information is based on the separate historical financial statements of South State and CenterState after giving effect to the merger and the issuance of South State common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial information. The unaudited pro forma combined condensed statement of income for the year ended December 31, 2019 combines the historical consolidated statements of income of South State and CenterState, giving effect to the merger as if it had been completed on January 1, 2019. The accompanying unaudited pro forma combined condensed balance sheet as of December 31, 2019 combines the historical consolidated balance sheets of South State and CenterState, giving effect to the merger as if it had been completed on December 31, 2019.

        The following unaudited pro forma combined condensed financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of South State and the related notes included in South State's Annual Report on Form 10-K for the year ended December 31, 2019, and (ii) the historical audited consolidated financial statements of CenterState and the related notes included in CenterState's Annual Report on Form 10-K for the year ended December 31, 2019, each of which is incorporated into this joint proxy statement/prospectus by reference. The CenterState historical results reported in the unaudited pro forma combined condensed statement of income have been adjusted to give effect to CenterState's acquisition of National Commerce Corporation ("NCC"), which closed on April 1, 2019, as if it had occurred on January 1, 2019.

        The historical consolidated financial information has been adjusted in the unaudited pro forma combined condensed financial information to give effect to the pro forma events that are (i) directly related to the merger, (ii) factually supportable and (iii) with respect to the unaudited pro forma combined condensed statement of income, expected to have a continuing effect on the results of the combined company. The unaudited pro forma combined condensed financial information contained herein does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the merger. The following unaudited pro forma combined condensed financial information gives effect to the merger and includes adjustments for the following:

    certain reclassifications to conform historical financial statement presentations between the companies;

    application of the acquisition method of accounting under the provisions of topic ASC 805, "Business Combinations," to reflect merger consideration of approximately $2.3 billion in exchange for 100% of all outstanding shares of CenterState common stock; and

    transaction costs in connection with the merger.

        Future results may differ materially from the results reflected because of various factors, including those discussed in the section entitled "Risk Factors" beginning on page 50 and appearing under the caption "Risk Factors" in South State's and CenterState's most recently filed Annual Reports on Form 10-K and in any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference in this joint proxy statement/prospectus, and the factors discussed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page 48. Among other factors, the actual amounts recorded as of the completion of the merger may differ materially from the information presented in these unaudited pro forma combined condensed financial statements as a result of:

    changes in the trading price for South State common stock;

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    net cash used or generated in South State's or CenterState's operations between the signing of the merger agreement and the completion of the merger;

    the timing of the completion of the merger, changes in total merger-related expenses, and integration costs, including costs associated with systems implementation, severance, and other costs related to exit or disposal activities;

    other changes in South State's or CenterState's net assets that occur prior to the completion of the merger, which could cause material differences in the information presented below; and

    changes in the financial results of the combined company.

        The following unaudited pro forma combined condensed financial information and related notes are being provided for illustrative purposes only and do not purport to represent what the combined company's actual results of operations or financial position would have been had the merger been completed on the dates indicated, nor are they necessarily indicative of the combined company's future results of operations or financial position for any future period. The preparation of the unaudited pro forma combined condensed financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma combined condensed financial statements should be read together with:

    the accompanying notes to the unaudited pro forma combined condensed financial statements;

    South State's separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2019, included in South State's Annual Report on Form 10-K for the year ended December 31, 2019;

    CenterState's separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2019, included in CenterState's Annual Report on Form 10-K for the year ended December 31, 2019; and

    other information pertaining to South State and CenterState contained in or incorporated by reference into this joint proxy statement/prospectus. See the sections entitled "—Selected Consolidated Historical Financial Data of South State" and "—Selected Consolidated Historical Financial Data of CenterState" included elsewhere in this joint proxy statement/prospectus.

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SOUTH STATE CORPORATION AND SUBSIDIARY
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in thousands, except par value)

 
  South
State
Corporation
12/31/2019
(as
reported)
  CenterState
Bank
Corporation
12/31/2019
(as reported)
  Pro Forma /
Reclassification
Adjustments
   
  Purchase
Acct
Adjustments &
Reclassifications
   
  Pro Forma
12/31/2019
Combined
 

ASSETS

                                       

Cash and cash equivalents:

                                       

Cash and due from banks

  $ 262,019   $ 114,605   $ (15,500 ) (k)   $       $ 361,124  

Interest-bearing deposits with banks

    426,685     353,574                         780,259  

Federal funds sold and securities purchased under agreements to resell

        21,879                         21,879  

Total cash and cash equivalents

    688,704     490,058     (15,500 )               1,163,262  

Investment securities:

                                       

Trading securities, at fair value

        4,987                         4,987  

Securities held to maturity

        202,903               5,949   (g)     208,852  

Securities available for sale, at fair value

    1,956,047     1,886,724                         3,842,771  

Other investments

    49,124                             49,124  

Total investment securities

    2,005,171     2,094,614             5,949         4,105,734  

Loans held for sale

    59,363     142,801                     202,164  

Loans:

                                       

Acquired credit impaired, net of allowance for loan losses

    356,782     135,242               61,167   (a)     553,191  

Loans, excluding acquired credit impaired

    11,013,258     11,848,475               (78,048 ) (a)     22,783,685  

Less allowance for non-acquired credit impaired loan losses

    (56,927 )   (40,429 )             40,429   (a)     (56,927 )

Loans, net

    11,313,113     11,943,288             23,548         23,279,949  

Other real estate owned (OREO)

    11,964     5,092     23,781   (l)     (1,273 ) (b)     39,564  

Premises and equipment, net

    317,321     328,869                       646,190  

Goodwill

    1,002,900     1,204,417               (674,154 ) (c)     1,533,163  

Bank-owned life insurance

    234,567     330,155                         564,722  

Mortgage servicing rights (MSRs)

    30,525     1,332                         31,857  

Other intangible assets

    49,816     94,332               95,240   (d)     239,388  

Deferred tax asset

    31,316     28,786     3,410   (p)     (20,685 ) (e)     42,827  

Interest rate swap derivatives, at fair value

          273,068     15,350   (m)             288,418  

Other assets

    176,332     205,213     (39,131 ) (l),(m)             342,414  

Total assets

  $ 15,921,092   $ 17,142,025   $ (12,090 )     $ (571,375 )     $ 32,479,652  

LIABILITIES AND SHAREHOLDERS' EQUITY

                                       

Deposits:

                                       

Noninterest-bearing

  $ 3,245,306   $ 3,929,183   $       $       $ 7,174,489  

Interest-bearing

    8,931,790     9,207,209               14,942   (f)     18,153,941  

Total deposits

    12,177,096     13,136,392             14,942         25,328,430  

Federal funds purchased and securities sold under agreements to repurchase

    298,741     472,334                       771,075  

Advances from Federal Home Loan Bank

    700,000     150,000                       850,000  

Other borrowings

    115,936     82,343                       198,279  

Interest Rate Swap Derivatives, at fair value

        275,033     30,485   (n)             305,518  

Other liabilities

    256,306     129,205     (30,485 ) (n)     14,500   (j)     369,526  

Total liabilities

    13,548,079     14,245,307             29,442         27,822,828  

Shareholders' equity:

                                       

Preferred stock—$.01 par value; authorized 10,000,000 shares; no shares issued and outstanding

                               

Common stock

    84,361     1,252               91,872   (h),(i)     177,485  

Surplus (APIC)

    1,607,740     2,407,385               (204,608 ) (h),(i)     3,810,517  

Retained earnings

    679,895     465,680     (12,090 ) (o)     (465,680 ) (h)     667,805  

Accumulated other comprehensive income (loss)

    1,017     22,401               (22,401 ) (h)     1,017  

Total shareholders' equity

    2,373,013     2,896,718     (12,090 )       (600,817 )       4,656,824  

Total liabilities and shareholders' equity

  $ 15,921,092   $ 17,142,025   $ (12,090 )     $ (571,375 )     $ 32,479,652  

38


Table of Contents



SOUTH STATE CORPORATION AND SUBSIDIARY

UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars in thousands, except per share data)

 
  South State
Corporation
12/31/2019
(as reported)
  CenterState
Bank
Corporation
12/31/2019
(as reported)
  National
Commerce
Corporation
3/31/2019
(Unaudited)(1)
  National
Commerce
Corporation
Pro Forma
Adjustments(10)
   
  CenterState
Bank
Corporation
12/31/2019
(Pro Forma)
  Pro Forma
Adjustments
   
  Pro Forma
12/31/2019
Combined
 

Interest income:

                                                   

Loans, including fees

  $ 534,790   $ 618,125   $ 49,569   $ 3,528   (a)   $ 671,222   $ 8,446   (2)   $ 1,214,458  

Investment securities:

                                                   

Taxable

    39,949     48,432     1,791               50,223     (2,380 ) (3)     87,792  

Tax-exempt

    6,186     6,899     165               7,064             13,250  

Federal funds sold and securities purchased under agreements to resell

    9,902     11,876     842               12,718               22,620  

Total interest income

    590,827     685,332     52,367     3,528         741,227     6,067         1,338,121  

Interest expense:

                                                   

Deposits

    65,920     83,099     7,513     (436 ) (b)     90,176     (1,703 ) (4)     154,393  

Federal funds purchased and securities sold under agreements to repurchase

    2,627     12,130     79               12,209               14,836  

Other borrowings

    18,005     4,375     689     (75 ) (d)     4,989             22,994  

Total interest expense

    86,552     99,604     8,281     (511 )       107,374     (1,703 )       192,223  

Net interest income

    504,275     585,728     44,086     4,039