South State Corporation (NasdaqGS:SSB) entered into an agreement to acquire CenterState Bank Corporation (NasdaqGS:CSFL) in a merger of equals transaction for $3.2 billion on January 25, 2020. Under the terms of the merger agreement, CenterState Bank Corporation shareholders will receive 0.3001 shares of South State Corporation common stock for each common share and other securities held. CenterState Bank Corporation shareholders will own approximately 53% and South State Corporation shareholders will own approximately 47% of the combined company. Immediately following the closing, South State Corporation's wholly owned banking subsidiary, South State Bank, will merge with and into CenterState Bank Corporation's wholly owned banking subsidiary, CenterState Bank, N.A., which will continue as the surviving bank and will change its name to “South State Bank, N.A.” The combined company will operate under the South State Bank name and will trade under the South State ticker symbol SSB on the Nasdaq stock market. In the event of termination, either party shall be liable to pay a termination fees of $120 million to the other party.

Robert R. Hill, Jr., Chief Executive Officer of South State Corporation, will serve as Executive Chairman of the combined company. John C. Corbett, Chief Executive Officer of CenterState Bank Corporation, will be Chief Executive Officer of the combined company. The Board of Directors of the combined company will consist of sixteen Directors evenly split between the two legacy companies. The team shall include Will Matthews as Chief Financial Officer, Steve Young as Chief Financial Officer, Richard Murray as President, Renee Brooks as Chief Operating Officer, Greg Lapointe as Chief Banking Officer, John Pollok as Senior Executive Vice President and Board Member. Charles W. McPherson will serve as Lead Independent Director of the Board of Directors. All other leadership decisions will be made by the end of March 2020. As of April 27, 2020, the Board of Directors designated to serve the combined company were announced. Robert R. Hill, Jr., Jean E. Davis, Martin Bernard Davis, Robert H. Demere, Jr., Cynthia A. Hartley, Robert R. Horger, John C. Pollok and Kevin P. Walker are from South State and John C. Corbett, John H. Holcomb, III, Charles W. McPherson, G. Ruffner Page, Jr., Ernest S. Pinner, William Knox Pou, Jr., David G. Salyers and Joshua A. Snively are from CenterState. The combined company will be headquartered in Winter Haven, Florida and will maintain a significant presence in Columbia and Charleston, South Carolina; Charlotte, North Carolina; and Atlanta, Georgia.

The transaction is subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals including the approval of the Board of Governors of the Federal Reserve System, the South Carolina Board of Financial Institutions and the Office of the Comptroller of the Currency (OCC), approvals under the Hart-Scott-Rodino Antitrust Improvements Act, effectiveness of the registration statement on Form S-4, approval by the shareholders of each company, authorization for listing on the Nasdaq Global Select Market of the shares of South State Corporation common stock, receipt by such party of an opinion from counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, and in the case of South State, to approve an amendment to its articles of incorporation to increase the number of authorized shares of South State common stock. The transaction has been unanimously approved by the Boards of Directors of both South State and CenterState Bank. The Board of Directors of CenterState Bank Corporation and South State Corporation recommended to their respective shareholders to approve the transaction. As of April 16, 2020, each of CenterState Bank and South State will hold special meeting of shareholders on May 21, 2020. The registration statement was declared effective by the SEC on April 20, 2020. As of May 14, 2020, the transaction received approval from the OCC. In addition, CenterState and South State have received approval of the South Carolina State Board of Financial Institutions to complete the transaction. As of May 21, 2020, shareholders of CenterState Bank and South State approved the transaction. As of May 21, 2020, the transaction has received approval from the Board of Governors of the Federal Reserve System and all required regulatory approvals. The transaction is expected to close in the third quarter of 2020. As of May 21, 2020, the transaction is expected to close on or about June 8, 2020. The transaction is projected to deliver in excess of 20% earnings per share (EPS) accretion to South State Corporation once cost saves are fully phased in, with minimal tangible book value dilution and a TBVPS (TBVPS) earn-back period of less than one year.

Piper Sandler & Co acted as financial advisor and provided fairness opinion, while Matthew M. Guest and Jacob A. Kling of Wachtell, Lipton, Rosen & Katz acted as legal advisors for South State Corporation. Scott Anderson, Patrick Long, Chris Mihok and Chris Kochard of Keefe, Bruyette & Woods acted as financial advisor and provided fairness opinion, while George R. Bason Jr., Margaret E. Tahyar, Lee Hochbaum, Veronica M. Wissel, David Mollo-Christensen and William A. Curran of Davis Polk & Wardwell LLP acted as legal advisors to CenterState Bank Corporation. South State paid a total cash fee of $10 million to Piper Sandler, $2.5 million of which became payable with the rendering of its opinion. Innisfree M&A Inc. acted as the information agent to CenterState and South State and received a fee of $25,000 from each. CenterState will pay Keefe, Bruyette & Woods a total cash fee of $10 million, $2.5 million of which became payable with the rendering of its opinion and the balance of which is contingent upon the closing of the merger.

South State Corporation (NasdaqGS:SSB) completed the acquisition of CenterState Bank Corporation (NasdaqGS:CSFL) in a merger of equals transaction on June 7, 2020. Pursuant to the agreement, CenterState merged with and into South State, with South State continuing as the surviving corporation. As of the effective time, CenterState's directors and executive officers ceased serving in such capacities. As of the closing, John C. Corbett, Charles W. McPherson, Ernest S. Pinner, John H. Holcomb, III, G. Ruffner Page, Jr., William K. Pou, Jr., David G. Salyers and Joshua A. Snively, all former directors of CenterState, were appointed as directors of South State. John C. Corbett, the Chief Executive Officer of CenterState, was appointed to serve as the Chief Executive Officer of South State, Richard Murray, IV, the Chief Executive Officer of CenterState Bank, was appointed to serve as the President of South State, William E. Matthews, V, the Chief Financial Officer of CenterState, was appointed to serve as the Chief Financial Officer of South State, and Stephen D. Young, the Chief Operating Officer of CenterState, was appointed to serve as Senior Executive Vice President and Chief Strategy Officer of South State.