Item 8.01 Other Events
As previously reported, on
The unaudited pro forma combined condensed financial information included with
this filing updates and supplements the unaudited pro forma combined condensed
financial information of South State and CenterState and related disclosures
contained in South State's registration statement on Form S-4, as amended, which
contains a joint proxy statement of South State and CenterState that also
constitutes a prospectus of South State. The registration statement was declared
effective by the
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: Exhibit Unaudited Pro Forma Combined Condensed Consolidated 99.1 Balance Sheet as ofMarch 31, 2020 and unaudited Pro Forma Combined Condensed Consolidated Income Statement for the year endedDecember 31, 2019 and for the three months endedMarch 31, 2020 , giving effect to the merger between CenterState and South State. Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Statement Regarding Forward-Looking Statements
Some of the statements made in this report are "forward-looking statements" within the meaning of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance and involve known and unknown risks, uncertainties and other factors, many of which may be beyond our control and which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.
All forward-looking statements are subject to risks, uncertainties and other
factors that may cause the actual results, performance or achievements of South
State or CenterState to differ materially from any results expressed or implied
by such forward-looking statements. Such factors include, among others, (1) the
risk that the cost savings and any revenue synergies from the merger may not be
fully realized or may take longer than anticipated to be realized, (2)
disruption to the parties' businesses as a result of the announcement and
pendency of the merger, (3) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement,
(4) 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, (5) the failure to obtain the necessary approvals by the
shareholders of South State or CenterState, (6) the amount of the costs, fees,
expenses and charges related to the merger, (7) the ability by each of South
State and CenterState to obtain required governmental approvals of the merger
(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), (8) reputational risk and the reaction of each company's
customers, suppliers, employees or other business partners to the merger, (9)
the failure of the closing conditions in the merger agreement to be satisfied,
or any unexpected delay in closing the merger, (10) the possibility that the
merger may be more expensive to complete than anticipated, including as a result
of unexpected factors or events, (11) the dilution caused by South State's
issuance of additional shares of its common stock in the merger, (12) a material
adverse change in the financial condition of South State or CenterState, (13)
general competitive, economic, political and market conditions, (14) major
catastrophes such as earthquakes, floods or other natural or human disasters,
including infectious disease outbreaks, including the recent outbreak of a novel
strain of coronavirus, a respiratory illness, the related disruption to local,
regional and global economic activity and financial markets, and the impact that
any of the foregoing may have on South State or CenterState and its customers
and other constituencies, and (15) other factors that may affect future results
of CenterState and South State 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
All written or oral forward-looking statements that are made by or are attributable to us are expressly qualified in their entirety by this cautionary notice. Our forward-looking statements apply only as of the date of this report or the respective date of the document from which they are incorporated herein by reference. Neither CenterState nor South State undertakes any obligation to update, revise or correct any of the forward-looking statements after the date of this report, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise.
Important Information About the Merger and Where to Find It
South State has filed a registration statement on Form S-4 and an amendment
thereto with the
South State Corporation CenterState Bank Corporation520 Gervais Street 1101 First Street South , Suite 202
(863) 293-4710
Participants in Solicitation
South State, CenterState and certain of their directors and executive officers
may be deemed participants in the solicitation of proxies from the shareholders
of each of South State and CenterState in connection with the merger.
Information regarding the directors and executive officers of South State and
CenterState and other persons who may be deemed participants in the solicitation
of the shareholders of South State or of CenterState in connection with the
merger is contained in the definitive joint proxy statement/prospectus related
to the proposed merger. Information about the directors and executive officers
of South State and their ownership of South State common stock can also be found
in South State's definitive proxy statement in connection with its 2019 annual
meeting of shareholders, as filed with the
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