UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On August 14, 2024, SouthState Corporation (“SouthState”) held a special meeting of shareholders (the “special meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of May 17, 2024 (the “merger agreement”), by and between SouthState and Independent Bank Group, Inc. (“Independent”), which provides, among other things and subject to the terms and conditions set forth therein, that Independent will merge with and into SouthState (the “merger”), with SouthState as the surviving corporation.
As of July 11, 2024, the record date for the special meeting, there were 76,210,861 shares of common stock, par value $2.50 per share, of SouthState (“SouthState common stock”) outstanding, each of which was entitled to one vote for each proposal at the special meeting. At the special meeting, a total of 63,430,252 shares of SouthState common stock, representing approximately 83.22% of the shares of SouthState common stock outstanding and entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the special meeting, the following proposals were considered:
| 1. | Merger Proposal. Proposal to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of SouthState common stock to holders of Independent common stock pursuant to the merger agreement (including for purposes of complying with NYSE Listing Rule 312.03, which requires approval of the issuance of shares of SouthState common stock in an amount that exceeds 20% of the currently outstanding shares of SouthState common stock) (the “Merger Proposal”). |
| 2. | Adjournment Proposal. Proposal to adjourn or postpone the 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 Merger Proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of SouthState common stock (the “Adjournment Proposal”). |
Each of the two proposals was approved by the requisite vote of SouthState’s shareholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the definitive joint proxy statement/prospectus filed by SouthState with the U.S. Securities and Exchange Commission on July 16, 2024.
| 1. | Merger Proposal: |
For |
|
|
| Against |
|
|
| Abstain |
|
| Broker Non-Votes |
63,116,968 |
|
|
| 107,399 |
|
|
| 205,885 |
|
| N/A |
| 2. | Adjournment Proposal: |
For |
|
|
| Against |
|
|
| Abstain |
|
| Broker Non-Votes |
57,182,177 |
|
|
| 6,006,223 |
|
|
| 241,852 |
|
| N/A |
Completion of the merger is subject to customary closing conditions, assuming such conditions are satisfied, the merger is expected to close by the end of the first quarter of 2025.
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Item 9.01 | Financial Statements and Exhibits. |
Incorporated by Reference | ||||||||||||||
Exhibit No. | Description | Form | Commission File No. | Exhibit | Filing Date | Filed Herewith | ||||||||
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | X | ||||||||||||
Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.’s (“Independent”), SouthState Corporation’s (“SouthState”) or the combined company’s possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in Independent’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, Independent’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future operations, Independent’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on Independent’s, SouthState’s or the combined company’s operations, results of operations and financial condition, Independent’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that Independent and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding Independent’s, SouthState’s and the combined company’s business, the economy and other future conditions.
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Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of Independent and SouthState. Independent’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect Independent’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in Independent’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Independent and SouthState providing for the acquisition of Independent by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against Independent or SouthState; (3) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which Independent and SouthState operate; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) the risk that the integration of each party’s operations will be materially delayed or will be more costly or difficult than expected or that the parties are otherwise unable to successfully integrate each party’s businesses into the other’s businesses; (7) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of Independent’s or SouthState’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (9) the dilution caused by SouthState’s issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState or Independent; (11) general competitive, economic, political and market conditions; (12) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; (13) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of Independent and SouthState including changes in asset quality and credit risk, the inability to sustain revenue and earnings growth, changes in interest rates and capital markets, inflation, customer borrowing, repayment, investment and deposit practices, the impact, extent and timing of technological changes, capital management activities and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms.
These factors are not necessarily all of the factors that could cause Independent’s, SouthState’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm Independent’s, SouthState’s or the combined company’s results.
Independent and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by Independent and/or SouthState. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by Independent or SouthState in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. Independent and SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. Independent and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, Independent and SouthState caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, Independent and SouthState caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.
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If Independent or SouthState update one or more forward-looking statements, no inference should be drawn that Independent or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding Independent, SouthState and factors which could affect the forward-looking statements contained herein can be found in Independent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTHSTATE CORPORATION | ||
(Registrant) | ||
By: | /s/ William E. Matthews, V | |
Dated: August 14, 2024
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