Item 8.01 Other Events.
On June 7, 2022, the Company received Federal Reserve Board's supervisory
nonobjection on the 2022 stock repurchase program (the "2022 Repurchase
Program"), which was previously approved by the Board of Directors of the
Company, contingent upon receipt of such supervisory nonobjection. The 2022
Repurchase Program authorizes the Company to repurchase up to 3.75 million
shares, or up to approximately 5 percent, of the Company's outstanding shares of
common stock as of March 31, 2022. The aggregate number of common stocks
authorized to repurchase totals 4.12 million shares, which includes
approximately 370,000 shares remaining from the Company's prior stock repurchase
program announced on January 27, 2021 (collectively, the "Repurchase Plan").
The repurchases under the Repurchase Plan will be made from time to time by the
Company as conditions allow and the Repurchase Plan will be made available until
December 31, 2024 unless shortened or extended by the Company's Board of
Directors. The Repurchase Plan does not obligate the Company to repurchase any
specified number of shares of its common stock. The shares may be purchased in
the open market or negotiated transactions, block trades, accelerated share
repurchase transactions or pursuant to one or more trading plans established
pursuant to Rule 10b5-1. Open market purchases will be conducted in accordance
with the limitations set forth in Rule 10b-18 of the Securities and Exchange and
Commission and other applicable legal requirements. The number, price and
timing of the repurchases, if any, will be at the Company's sole discretion and
will depend on a number of factors, including market and economic conditions,
liquidity needs and other factors and there is no assurance that the Company
will purchase any shares under the Repurchase Plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
104 Cover Page Interactive Data File (embedded within the
Inline XBRL document)
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Cautionary Statement Regarding Forward Looking Statements
Statements included in this communication, which are not historical in nature
are intended to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements are based on, among other things, management's beliefs, assumptions,
current expectations, estimates and projections about the financial services
industry, the economy and SouthState. Words and phrases such as "may,"
"approximately," "continue," "should," "expects," "projects," "anticipates," "is
likely," "look ahead," "look forward," "believes," "will," "intends,"
"estimates," "strategy," "plan," "could," "potential," "possible" and variations
of such words and similar expressions are intended to identify such
forward-looking statements.
SouthState cautions readers that forward-looking statements are subject to
certain risks, uncertainties and assumptions that are difficult to predict with
regard to, among other things, timing, extent, likelihood and degree of
occurrence, which could cause actual results to differ materially from
anticipated results. Such risks, uncertainties and assumptions, include, among
others, the following: (1) economic downturn risk, potentially resulting in
deterioration in the credit markets, inflation, greater than expected
noninterest expenses, excessive loan losses and other negative consequences,
which risks could be exacerbated by potential continued negative economic
developments resulting from the Covid19 pandemic, or from federal spending cuts
and/or one or more federal budget-related impasses or actions; (2) interest rate
risk primarily resulting from the interest rate environment, rising interest
rates, and their impact on the Bank's earnings, including from the correspondent
and mortgage divisions, housing demand, the market value of the bank's loan and
securities portfolios, and the market value of SouthState's equity; (3) risks
related to the merger and integration of SouthState and CSFL including, among
others, (i) 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, (ii) the risk that the parties are unable to successfully integrate
each party's businesses into the other's businesses, (iii) the amount of the
costs, fees, expenses and charges related to the merger, and (iv) reputational
risk and the reaction of each company's customers, suppliers, employees or other
business partners to the merger; (4) risks related to the merger and integration
of SouthState and Atlantic Capital including, among others, (i) 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, (ii) the risk that
the integration of Atlantic Capital's operations into SouthState'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 Atlantic
Capital's businesses into SouthState's businesses, (iii) the amount of the
costs, fees, expenses and charges related to the merger, and (iv) reputational
risk and the reaction of each company's customers, suppliers, employees or other
business partners to the merger; (5) risks relating to the continued impact of
the Covid19 pandemic on the Company, including possible impact to the Company
and its employees from contacting Covid19, and to efficiencies and the control
environment due to the changing work environment and to our results of
operations due to government stimulus and other interventions to mitigate the
impact of the pandemic; (6) the impact of increasing digitization of the banking
industry and movement of customers to on-line platforms, and the possible impact
on the Bank's results of operations, customer base, expenses, suppliers and
operations; (7) controls and procedures risk, including the potential failure or
circumvention of our controls and procedures or failure to comply with
regulations related to controls and procedures; (8) potential deterioration in
real estate values; (9) the impact of competition with other financial
institutions, including pricing pressures (including those resulting from the
CARES Act) and the resulting impact, including as a result of compression to net
interest margin; (10) risks relating to the ability to retain our culture and
attract and retain qualified people; (11) credit risks associated with an
obligor's failure to meet the terms of any contract with the bank or otherwise
fail to perform as agreed under the terms of any loan-related document; (12)
risks related to the ability of the company to pursue its strategic plans which
depend upon certain growth goals in our lines of business; (13) liquidity risk
affecting the Bank's ability to meet its obligations when they come due; (14)
risks associated with an anticipated increase in SouthState's investment
securities portfolio, including risks associated with acquiring and holding
investment securities or potentially determining that the amount of investment
securities SouthState desires to acquire are not available on terms acceptable
to SouthState; (15) price risk focusing on changes in market factors that may
affect the value of traded instruments in "mark-to-market" portfolios; (16)
transaction risk arising from problems with service or product delivery; (17)
compliance risk involving risk to earnings or capital resulting from violations
of or nonconformance with laws, rules, regulations, prescribed practices, or
ethical standards; (18) regulatory change risk resulting from new laws, rules,
regulations, accounting principles, proscribed practices or ethical standards,
including, without limitation, the possibility that regulatory agencies may
require higher levels of capital above the current regulatory-mandated minimums
and including the impact of the CARES Act, the Consumer Financial Protection
Bureau regulations, and the possibility of
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changes in accounting standards, policies, principles and practices, including
changes in accounting principles relating to loan loss recognition (CECL); (19)
strategic risk resulting from adverse business decisions or improper
implementation of business decisions; (20) reputation risk that adversely
affects earnings or capital arising from negative public opinion; (21)
cybersecurity risk related to the dependence of SouthState on internal computer
systems and the technology of outside service providers, as well as the
potential impacts of internal or external security breaches, which may subject
the company to potential business disruptions or financial losses resulting from
deliberate attacks or unintentional events; (22) reputational and operational
risks associated with environment, social and governance (ESG) matters,
including the impact of recently issued proposed regulatory guidance and
regulation relating to climate change; (23) greater than expected noninterest
expenses; (24) excessive loan losses; (25) potential deposit attrition, higher
than expected costs, customer loss and business disruption associated with the
Atlantic Capital integration, and potential difficulties in maintaining
relationships with key personnel; (26) reputational risk and possible higher
than estimated reduced revenue from announced changes in the Bank's consumer
overdraft programs; (27) the risks of fluctuations in market prices for
SouthState common stock that may or may not reflect economic condition or
performance of SouthState; (28) the payment of dividends on SouthState common
stock, which is subject to legal and regulatory limitations as well as the
discretion of the board of directors of SouthState, SouthState's performance and
other factors; (29) ownership dilution risk associated with potential
acquisitions in which SouthState's stock may be issued as consideration for an
acquired company; (30) operational, technological, cultural, regulatory, legal,
credit and other risks associated with the exploration, consummation and
integration of potential future acquisitions, whether involving stock or cash
consideration; (31) major catastrophes such as hurricanes, tornados,
earthquakes, floods or other natural or human disasters, including infectious
disease outbreaks, such as the ongoing Covid19 pandemic, and the related
disruption to local, regional and global economic activity and financial
markets, and the impact that any of the foregoing may have on SouthState and its
customers and other constituencies; (32) terrorist activities risk that results
in loss of consumer confidence and economic disruptions; and (33) other factors
that may affect future results of SouthState, as disclosed in SouthState's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K, filed by SouthState with the U.S. Securities and Exchange
Commission ("SEC") and available on the SEC's website at http://www.sec.gov, any
of which could cause actual results to differ materially from future results
expressed, implied or otherwise anticipated by such forward-looking statements.
All forward-looking statements speak only as of the date they are made and are
based on information available at that time. SouthState does not undertake any
obligation to update or otherwise revise any forward-looking statements, whether
as a result of new information, future events, or otherwise, except as required
by federal securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue
reliance on such statements.
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