8-K filed January 2, 2025, 6:59 PM ET ticker SSB CIK 0000764038

M&A confidence high sentiment positive materiality 0.90

SouthState Bank Corp (SSB): M&A transaction — SouthState closes acquisition of Independent Financial for ~24.9M shares; expands into TX and CO

SouthState Bank Corp

Merger completed Jan 1, 2025; combined assets ~$65B; expands presence in Texas and enters Colorado.
IBTX shareholders received 0.60 SSB shares per share; no fractional shares issued.
Assumed $57.3M trust preferred, $130M 4.00% sub notes due 2030, and $175M 8.375% sub debentures due 2034.
Appointed three IBTX directors to SouthState board: David Brooks, Janet Froetscher, and G. Stacy Smith.
Q4 2024 earnings release scheduled for Jan 23, 2025; conference call Jan 24 at 9:00 a.m. ET.

item 1.01 item 2.03 item 2.01 item 5.02 item 7.01 item 8.01 item 9.01

Executive movements

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Appointed

G. Stacy Smith

Director

SSB · SouthState Bank Corp

Effective: 2025-01-01
Filed: January 2, 2025, 6:59 PM ET

the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement.

Appointed

Janet Froetscher

Director

SSB · SouthState Bank Corp

Effective: 2025-01-01
Filed: January 2, 2025, 6:59 PM ET

the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement.

Appointed

David R. Brooks

Director

SSB · SouthState Bank Corp

Effective: 2025-01-01
Filed: January 2, 2025, 6:59 PM ET

the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

G. Stacy Smith was appointed as Director at SouthState Bank Corp.

Action: appointed
Role: Director

Exact text from the filing

the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Janet Froetscher was appointed as Director at SouthState Bank Corp.

Action: appointed
Role: Director

Exact text from the filing

the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

David R. Brooks was appointed as Director at SouthState Bank Corp.

Action: appointed
Role: Director

Exact text from the filing

the board of directors of the Company (the “Board”) unanimously approved the appointments of David R. Brooks, the current Chairman and Chief Executive Officer of IBTX, G. Stacy Smith, the current Lead Independent Director of IBTX, and Janet Froetscher (collectively the “IBTX Directors”) to the Board (as well as the board of directors of SouthState Bank), effective as of the Effective Time in accordance with the terms of the Merger Agreement.

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

SouthState Bank Corp completed an acquisition involving Independent Bank Group, Inc. for approximately 24.9 million shares of SouthState Common Stock (closed 2025-01-01).

Action: acquisition
Counterparty: Independent Bank Group, Inc.
Consideration: approximately 24.9 million shares of SouthState Common Stock
Closing: 2025-01-01

Exact text from the filing

Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Merger was approximately 24.9 million shares of SouthState Common Stock. The issuance of shares of SouthState Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended

View on SEC.gov

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SouthState Bank Corp filing history →

Source: SEC EDGAR

accession 0001558370-25-000006

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