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MarketScreener Homepage  >  Equities  >  Nasdaq  >  South State Corporation    SSB

SOUTH STATE CORPORATION

(SSB)
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South State : CenterState Bank Corporation Merger Presentation

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01/27/2020 | 08:55am EDT

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

  1. 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

Disclaimer

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

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Financials (USD)
Sales 2020 965 M
EBIT 2020 350 M
Net income 2020 87,8 M
Debt 2020 -
Yield 2020 3,14%
P/E ratio 2020 19,1x
P/E ratio 2021 9,78x
Capi. / Sales2020 2,07x
Capi. / Sales2021 1,42x
Capitalization 2 001 M
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Technical analysis trends SOUTH STATE CORPORATION
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TrendsNeutralBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus OUTPERFORM
Number of Analysts 6
Average target price 77,50  $
Last Close Price 59,67  $
Spread / Highest target 42,5%
Spread / Average Target 29,9%
Spread / Lowest Target 17,3%
EPS Revisions
Managers
NameTitle
Robert R. Hill Chief Executive Officer & Director
Robert R. Horger Chairman
Renee R. Brooks Chief Operating Officer
John C. Pollok Chief Financial Officer & Director
Thomas J. Johnson Independent Director
Sector and Competitors