Forward Looking Statements; Additional Information
Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the benefits of the proposed merger of South State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on South State's and CenterState's respective earnings and tangible book value), statements related to the expected timing of the completion of the merger, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may be identified by terminology such as "may," "will," "should," "scheduled," "plans," "intends," "anticipates," "expects," "believes," "estimates," "potential," or "continue" or negatives of such terms or other comparable terminology.
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) general competitive, economic, political and market conditions, and (13) 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 Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors which could affect future results of CenterState and South State can be found in South State's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, and CenterState's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC's website at http://www.sec.gov. CenterState and South State disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by federal securities laws.
Important Information About the Merger and Where to Find It
South State intends to file a registration statement on Form S-4 with the SEC to register the shares of South State's common stock that will be issued to CenterState's shareholders in connection with the transaction. The registration statement will include a joint proxy statement of South State and CenterState that also constitutes a prospectus of South State. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of South State and CenterState in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE (AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by South State or CenterState through the website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of South State or CenterState at:
South State Corporation | CenterState Bank Corporation |
520 Gervais Street | 1101 First Street South, Suite 202 |
Columbia, SC 29201-3046 | Winter Haven, FL 33880 |
Attention: Investor Relations | Attention: Investor Relations |
(800) 277-2175 | (863) 293-4710 |
Before making any voting or investment decision, investors and security holders of South State and CenterState are urged to read carefully the entire registration statement and joint proxy statement/prospectus when they become available, including any amendments thereto, because they will contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.
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 will be included in the joint proxy statement/prospectus related to the proposed merger, which will be filed by South State with the SEC. 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 SEC on March 6, 2019, and other documents subsequently filed by South State with the SEC. Information about the directors and executive officers of CenterState and their ownership of CenterState common stock can also be found in CenterState's definitive proxy statement in connection with its 2019 annual meeting of shareholders, as filed with the SEC on March 12, 2019, and other documents subsequently filed by CenterState with the SEC. Additional information regarding the interests of such participants will be included in the joint proxy statement/prospectus and other relevant documents regarding the merger filed with the SEC when they become available.
2
Creating the Leading Southeast Regional Bank
Best in Class
Markets and Teams
Expanded Scale
Improves Efficiency and
Product Delivery
Top Tier
Performance Metrics
3
Creating the Leading Southeast Regional Bank
Enhanced Scale Through Partnership(1)
$34B $24B $26B
Assets Loans Deposits
Powerful Operating Leverage(2)
~1.4% | ~18% | ~52% |
ROAA | ROATCE | Efficiency |
Dominant Southeast Franchise(3)
300+ | Across | #8 |
of the | ||
Branch | 10 top 15 | Largest Bank |
Southeast Growth | Headquartered in | |
Locations | ||
Markets | the Southeast | |
Richmond
Charlotte
Atlanta
Charleston
Orlando | |
Tampa | Winter Haven |
Source: S&P Global Market Intelligence. | ||
(1) | Estimated balances at closing | 4 |
(2) | 2021 consensus estimates with cost saves fully phased in |
- Includes top 15 largest markets in the Southeast sorted by projected '20 - '25 population growth markets. Data pro forma for announced transactions and as of the most recent quarter available.
A Common Disciplined Approach
Growth
Profitability
Soundness
5
Deep and Experienced Leadership Team
Robert Hill
Executive
Chairman
John Pollok
SEVP and
Director
Renee Brooks
Chief Operating
Officer
Greg Lapointe
Chief Banking
Officer
John Corbett
Chief Executive
Officer
Will Matthews
Chief Financial
Officer
Steve Young
Chief Strategy
Officer
Richard Murray
President
6
Transaction Rationale
Strategically
Compelling
Strengthens Both
Companies
Financially
Attractive
Well-Positioned
for Future
Success
- Creates a high-powered financial institution with $34 billion in assets
- Contiguous footprint with meaningful presence high growth markets
- Granular, low-cost deposit bases
- Creates 8th largest bank in the Southeast
- Combines two experienced management and relationship banking teams
- Adds complementary business lines and diversifies geographies
- Significant EPS accretion with minimal tangible book dilution
- Peer leading pro forma profitability
- Conservative modeling assumptions
- Increased scale to better compete in an evolving industry
- Broader and stronger pro forma management team
- Capital formation rate to provide flexibility
7
Transaction Terms
Structure
Leadership
Operations
Timing & Approval
- Legal / Accounting Acquiror:
- Exchange Ratio:
- Ownership Split:
- Board Composition:
- Executive Chairman:
- CEO:
- Brand:
- Headquarters:
- Major Support Centers:
- Approvals:
- Anticipated Closing:
South State Corporation 0.3001x
47% SSB / 53% CSFL
8 South State / 8 CenterState
Robert Hill
John Corbett
South State Bank
Winter Haven, FL
Winter Haven, Charleston, Columbia,
Charlotte and Atlanta
Shareholder and regulatory
Q3 '20
8
Attractive Markets of Operation
Meaningful Presence in 10 of the 15 most populous markets in the Southeast
Pro Forma Company | 15 Largest Markets in the Southeast Sorted by Pop. Growth(2) |
$0.4 | |||
Virginia | |||
$1.6 | North | ||
$1.1 | Carolina | ||
$0.5 | $1.7 | South Carolina | |
$0.4 | |||
$0.6 | |||
Alabama | $1.3 |
$1.9 | |
Georgia |
Orlando, FL | 7.9% | ||||||||
Raleigh, NC | |||||||||
7.7% | |||||||||
Charlotte, NC | |||||||||
7.0% | |||||||||
Jacksonville, FL | |||||||||
6.8% | |||||||||
Tampa, FL | |||||||||
6.7% | |||||||||
Nashville, TN | |||||||||
6.4% | |||||||||
Miami, FL | |||||||||
6.3% | |||||||||
Atlanta, GA | |||||||||
6.1% | |||||||||
Greenville, SC | |||||||||
6.1% |
Florida
$0.9
$1.2
Deposits by | Washington, D.C. | ||
Market(1) | 4.7% | ||
Richmond, VA | 4.2% |
$2.2
$1.0
$0.7
$1.3
Virginia Beach, VA | 2.6% | ||||
New Orleans, LA | |||||
2.4% | |||||
Memphis, TN | |||||
1.9% | |||||
Birmingham, AL | |||||
1.6% | |||||
Source: S&P Global Market Intelligence | ||
Dollars in Billions | 9 | |
Deposit data as of 6/30/19 | ||
(1) | Includes all MSAs with population over 500,000; with pro forma deposits greater than $100 million | |
(2) | Top 15 largest markets in the Southeast sorted by projected '20 - '25 population growth |
Peer-leading Pro Forma Demographics and Deposit Base
2020 - 2025 Projected Population Growth(1)
5.7% | 6.0% 6.4% |
Pro | |
Forma |
MRQ Cost of Deposits(2)
0.67% | 0.59% | |||||||
0.50% | ||||||||
Pro
Forma
Source: S&P Global Market Intelligence | ||
Includes all banks headquartered nationwide with total assets between $25 and $50 billion | 10 | |
(1) | Population growth deposit weighted by county; deposit data as of 6/30/19 | |
(2) | Data as of most recent quarter available. |
Peer-leading Pro Forma Profitability
2021 Consensus ROAA
1.36% | 1.41% |
1.10% | |
Pro |
Forma (1)
2021 Consensus ROATCE
17.9% | ||
13.7% | 14.6% | |
Pro | (1) | |
Forma |
2021 Consensus Efficiency Ratio
61.3% | ||
54.4% | 51.9% | |
Pro | (1) | |
Forma |
Source: FactSet
Includes all banks headquartered nationwide with assets between $25.0 billion and $50.0 billion; excludes peers 11 without estimates
(1) 2021 consensus estimates with cost saves fully phased in
Core Funded Franchise
Deposit Base
SSB | CSFL | Pro Forma | |||||
Jumbo Time | Jumbo Time | Jumbo Time | |||||
Deposits | Deposits | Deposits | |||||
2% | 5% | 4% | |||||
Retail Time | Demand | Retail Time | Retail Time | ||||
Deposits | |||||||
Demand | Deposits | ||||||
11% | Deposits | Deposits | Demand | ||||
12% | |||||||
27% | 12% | Deposits | Deposits | ||||
30% | 28% | ||||||
Core
Deposits by State
Total | Total | ||
Deposits: | Deposits: | ||
Money | $12.2bn | Money | $13.1bn |
Mar ket & | |||
Market & | Savings | ||
Savings | NOW Accounts | 33% | NOW Accounts |
35% | |||
25% | 20% | ||
Virginia | Alabama | |
North | 4% | |
9% | ||
Carolina | ||
11% | ||
Georgia | ||
14% | ||
South | ||
Georgia | Carolina | |
61% | ||
24% | ||
Cost of Deposits:
0.50%
Total
Money Deposits:
Mar ket & $25.3bn
Savings
29%
NOW Accounts
27%
Alabama Virginia
North 5% 2%
Carolina
5%
Georgia
19%
Florida 77%
Cost of Deposits:
0.67%South
Carolina
29%
Florida 40%
Source: S&P Global Market Intelligence | 12 |
Data as of the three months ended 12/31/19; deposit data by state as of 6/30/19 |
Diversified Loan Portfolio
SSB | CSFL | Pro Forma | ||||||||||||||||
Consumer & | Consumer & | Consumer & | ||||||||||||||||
C&I | Other | C&I | Other | C&I | Other | |||||||||||||
9% | C&D | 7% | C&D | 8% | ||||||||||||||
10% | 10% | C&D | ||||||||||||||||
10% | ||||||||||||||||||
9% | 9% | 9% | ||||||||||||||||
Owner- | Owner- | Owner- | ||||||||||||||||
Occupied | Yield on | Yield on | Occupied | |||||||||||||||
Occupied | ||||||||||||||||||
CRE | Loans: | CRE | Loans: | 1-4 Family | CRE | |||||||||||||
19% | 20% | |||||||||||||||||
21% | 22% | 1-4 Family | ||||||||||||||||
4.63% | 5.59% | |||||||||||||||||
27% | ||||||||||||||||||
1-4 Family | ||||||||||||||||||
33% | ||||||||||||||||||
Non Owner- | Multifamily | |||||||||||||||||
2% | Non Owner- | Multifamily | ||||||||||||||||
Occupied | Multifamily | Non Owner- | ||||||||||||||||
CRE | Occupied | 2% | ||||||||||||||||
19% | 2% | Occupied | CRE | |||||||||||||||
CRE | ||||||||||||||||||
25% | ||||||||||||||||||
30% | ||||||||||||||||||
Loans/ | 91.2% | 93.4% | 92.3% | |||||||||||||||
Deposits(1) | ||||||||||||||||||
CRE/ | 229% | 294% | ~280% | ||||
RBC(2) | |||||||
Source: S&P Global Market Intelligence | ||
Loan composition and yield data as of or for the three months ended 12/31/19 | 13 | |
(1) | Excludes loans held for sale | |
(2) | Data as of 9/30/19; pro forma estimate includes merger adjustments |
Key Merger Assumptions
Consideration
Standalone Earnings
Per Share
Estimated Net Cost
Savings
Core Deposit Intangible
Merger & Integration Costs
Credit Assumptions
Other Purchase
Accounting Marks
Revenue Synergies
- All stock merger of equals with CenterState merging into South State
- CSFL shareholders receive 0.3001x SSB shares per CSFL share
- Based on consensus estimates
- $80.0 million of identified net cost savings
- 9.7% of combined company 2020 consensus non-interest expense base
- 25% realization of net cost savings in '20, 75% in '21 and 100% thereafter
- 1.75%; amortized sum of years digits over 10 years
- $205 million pre-tax
- Loan credit mark of 1.1% on gross loans comprised of:
- 0.16% PCD mark on gross loans
- 0.92% non-PCD mark on gross loans (accreted back through earnings over the 4.5 year life of the loans)
- Day 2 CECL reserve of 1.0x non-PCD credit mark (additional 'double-count' of 0.92% on gross loans)
- Reversal of existing discounts on CenterState's legacy acquired portfolio ($75 million) (1)
- Other fair value marks of ($1.3) million
- Identified but not modeled
(1) Estimated at time of close | 14 |
Summary Financial Impact
EPS Accretion to Acquirer(1)
TBV per Share Impact(2)(3)
TBV Earnback Period(2)(3)
Pro Forma Capital(2)(3)
- 20%
- (2%)
- 1 Year
CET1 ratio of ~10.5%
(1) | 2021 EPS accretion assumes cost savings are fully phased-in for illustrative purposes | |
(2) | Includes full impact of one-time merger expenses for illustrative purposes | 15 |
(3) | Pro forma at closing, including the estimated impact of purchase accounting and the inclusion of the CECL |
'double count' as described on the previous page.
The Combined Company
'20 - '25 | Arlington | |
Proj. Pop. Growth | ||
< 0.0% | 64 | |
Richmond | ||
0.0% - 5.0% | ||
81 | Norfolk | |
5.0% - 10.0% | ||
Virginia Beach | ||
Greensboro | ||
95 | ||
40 | Raleigh | ||||
Greenville | Charlotte | ||||
Huntsville | |||||
59 | |||||
Birmingham | Columbia | Myrtle Beach | |||
Atlanta | |||||
Montgomery | 16 | Charleston | |||
Columbus | |||||
Savannah | |||||
65 | |||||
75 | |||||
Mobile | 10 | Jacksonville | |||
Tallahassee | |||||
Pensacola | |||||
Tampa | Orlando | ||||
St. Petersburg | |||||
75 | Fort Lauderdale | ||||
Miami |
Pro Forma Highlights
18 | 6% | |
High Growth Markets (1) | '20-'25 Proj. Pop. Growth | |
1+ million
Customers
$34B | $6.1B | |
Total Assets | Market Cap | |
$24B $26B
LoansDeposits
Source: S&P Global Market Intelligence | |
Dollars in billlions | 16 |
Data as of 12/31/19; pricing data as of 1/24/20 | |
(1) High Growth Markets defined as the 25 fastest growing MSAs in the Southeast with population greater than | |
500,000 |
Appendix
17
15 Largest Banks in the Southeast
Total | Market | ||||||
Rank | Institution | Assets | Cap | ||||
1 | Bank of America Corporation | $2,434 | $296.4 | ||||
2 | Truist Financial Corporation | 445 | 74.5 | ||||
3 | Capital One Financial Corporation | 390 | 47.6 | ||||
4 | Regions Financial Corporation | 126 | 15.0 | ||||
5 | First Horizon National Corporation | 75 | 9.1 | ||||
6 | Synovus Financial Corp. | 48 | 5.4 | ||||
7 | First Citizens BancShares, Inc. | 40 | 5.7 | ||||
8 | Pro Forma | 34 | 6.1 | ||||
9 | BankUnited, Inc. | 33 | 3.2 | ||||
10 | Hancock Whitney Corporation | 31 | 3.6 | ||||
11 | Pinnacle Financial Partners, Inc. | 28 | 4.6 | ||||
12 | United Bankshares, Inc. | 25 | 4.7 | ||||
13 | Bank OZK | 24 | 3.6 | ||||
14 | Simmons First National Corporation | 21 | 2.8 | ||||
15 | BancorpSouth Bank | 20 | 3.2 |
Source: S&P Global Market Intelligence
Dollars in billions18
Data as of the most recent quarter available; pricing data as of 1/24/20
Pro forma for announced transactions
Creating Value for Shareholders
Illustrative Market Value Creation
~$6.1 bn
CSFL
~$3.2 bn
~$0.8 bn
~$6.9 bn
Legacy
Organizational
Total Cost
Systems, Vendors &
SSB
~$2.8 bn
Efficiencies &Synergies:
Overhead$80.0mm
Redundancies
50%
Other 9%
Outside
Services
31%
Occupancy,
Regulatory
10%
Standalone Mkt Cap | Value of Cost | Illustrative |
Savings | Combined Value |
Source: S&P Global Market Intelligence
Pricing data as of 1/24/2019 Note: SSB share count data as of 12/31/19; CSFL market cap inclusive of transaction terms; capitalization of cost
savings assumes a weighted average price / 2021 EPS multiple and 100% fully phased-in cost savings
Solid Checking Deposit Mix - Consumer vs. Commercial
SSB | CSFL | |
Pro Forma
Checking Accounts by Number
Checking Accounts by Dollars
Commercial
28%
Consumer
72%
Commercial
75%
Consumer
25%
Pro Forma # of Accounts
Commercial
16%
Consumer
84%
Commercial
57%
Consumer
43%
~778 thousand Checking Accounts ~1.1 million Total Deposit Accounts
Commercial
20%
Consumer
80%
Commercial
66%
Consumer
34%
Source: Company documents | 20 |
Pro Forma Net Operating Revenue - 4Q 2019
Net Operating Revenue
Fee Income
SSB
Net Interest
Income
78%
$163M
22% | |
Fee Income | |
Other | Wealth & |
Trust | |
18% | 19% |
Mortgage 10%
Banking$36M
53%
Deposit
Services
CSFL | Pro Forma (1) | ||||||
Net Interest | |||||||
Net Interest | |||||||
Income | Income | ||||||
76% | 77% | ||||||
$208M | $371M | ||||||
24% | 23% | ||||||
Fee Income | Fee Income | ||||||
Other | Other | ||||||
18% | Correspondent | 18% | |||||
Banking | 27% Correspondent | ||||||
Banking | |||||||
Mortgage 18% $50M | 46% | Mortgage | 15% $87M | ||||
Banking | Banking | 9% | |||||
Wealth & | |||||||
Trust | |||||||
16% | 2% | 31% | |||||
Deposit | Wealth & | Deposit | |||||
Services | Trust | Services |
(1) Pro Forma represents sum of SSB and CSFL 4Q 2019 revenue. | 21 |
Combination Will Benefit All Stakeholders
Customers
- Improved product mix to benefit clients
- Enhanced customer experience with investments in technology
Communities
- Continued commitment to local communities through investment and team involvement
Employees & Team Culture
- Complementary corporate cultures
- Career growth opportunities
- Minimal disruption due to lack of overlap
Shareholders
- Partnership to value through increased earnings
- Dedicated to managing risk while delivering superior returns to our shareholders
22
Mutual Due Diligence Process
Focus on Cultural Compatibility
Extensive Mutual Credit Review
Detailed Risk Management Analysis
Human Capital Planning and Management
Finance and Accounting Evaluation
23
Robert R. Hill, Jr.
Chief Executive Officer
South State
Corporation
John C. Pollok
Chief Financial Officer
South State
Corporation
John C. Corbett
Chief Executive Officer
CenterState Bank
Corporation
William E. Matthews V
Chief Financial Officer
CenterState Bank
Corporation
James C. Mabry IV | Stephen D. Young |
Executive Vice President of | Chief Operating Officer |
Investor Relations and | CenterState Bank |
Mergers & Acquisitions | Corporation |
South State Corporation |
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South State Corporation published this content on 27 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 January 2020 12:54:06 UTC