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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| SouthState Corporation | NASDAQ:SSB | NASDAQ | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 85.74 | 35.06 | 87.45 | 0 | 00:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2024 (May 17, 2024)
SOUTHSTATE CORPORATION
(Exact name of registrant as specified in its charter)
South Carolina (State or Other Jurisdiction of Incorporation) | 001-12669 (Commission File Number) | 57-0799315 (IRS Employer Identification No.) |
1101 First Street South, Suite 202 Winter Haven, FL (Address of principal executive offices) | | 33880 (Zip Code) |
(863) 293-4710
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $2.50 per share | SSB | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. | | | Entry into a Material Definitive Agreement. |
Merger Agreement
On May 17, 2024, SouthState Corporation, a South Carolina corporation (“SouthState”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Independent Bank Group, Inc., a Texas corporation (“IBTX”).
The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, SouthState will acquire IBTX in an all-stock transaction by means of a merger of IBTX with and into SouthState (the “Merger”) with SouthState surviving the Merger. Immediately following the Merger, IBTX’s wholly owned banking subsidiary, Independent Bank (d/b/a Independent Financial), will merge with and into SouthState’s wholly owned banking subsidiary, SouthState Bank, National Association (the “Bank Merger”), with SouthState Bank, National Association surviving the Bank Merger and continuing as the surviving bank. The Merger Agreement was approved by the board of directors of each of SouthState and IBTX by the unanimous vote of the directors present at the applicable meeting.
Merger Consideration
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of IBTX (the “IBTX Common Stock”), other than certain shares held by IBTX or SouthState, will be converted into the right to receive 0.60 shares (the “Exchange Ratio”) of common stock, par value $2.50 per share, of SouthState (the “SouthState Common Stock”). Holders of IBTX Common Stock will receive cash in lieu of fractional shares.
At the effective time of the Merger, each outstanding restricted stock award with respect to shares of IBTX Common Stock will vest and be converted into the right to receive a number of shares of SouthState Common Stock equal to the product (rounded to the nearest whole number) of (a) the number of shares of IBTX Common Stock subject to such award multiplied by (b) the Exchange Ratio.
At the effective time of the Merger, each outstanding performance restricted stock unit award with respect to shares of IBTX Common Stock will vest and be converted into the right to receive (a) a number of shares of SouthState Common Stock equal to the product (rounded to the nearest whole number) of (i) the number of shares of IBTX Common Stock subject to such award immediately prior to the effective time of the Merger based on the higher of target performance and actual performance through the effective time of the Merger as reasonably determined by the compensation committee of the board of directors of IBTX multiplied by (ii) the Exchange Ratio, plus (b) a cash payment in respect of any accrued but unpaid dividend equivalents on such award.
Post-Closing Governance
At the effective time of the Merger, three directors of IBTX as of immediately prior to the effective time of the Merger will be added to SouthState’s board of directors. The three new directors will include the current Chairman and Chief Executive Officer of IBTX, David R. Brooks, the current Lead Independent Director of IBTX, G. Stacy Smith, and one additional IBTX director to be mutually agreed by SouthState and IBTX.
Representations and Warranties; Covenants
The Merger Agreement contains customary representations and warranties made by both SouthState and IBTX, and each party has agreed to customary covenants, including, among others, covenants relating to (a) the conduct of its business during the interim period between the date of the Merger Agreement and the effective time of the Merger, (b) its obligation to call a meeting of its shareholders to approve the Merger Agreement (and, in the case of SouthState, to approve the issuance of shares of SouthState Common Stock in the Merger) and, subject to certain exceptions, to recommend that its shareholders approve such proposals and (c) certain non-solicitation obligations related to alternative business combination proposals.
In addition, each of SouthState and IBTX has agreed to use its reasonable best efforts to obtain as promptly as practicable all consents required to be obtained from any governmental authority or other third party that are necessary or advisable to consummate the Merger and the Bank Merger. Notwithstanding that general obligation to obtain such consents from governmental authorities, neither party is required to take any action that would reasonably be expected to have a material adverse effect on SouthState and its subsidiaries, taken as a whole, after giving effect to the Merger (measured for purposes of such determination relative only to the size of IBTX and its subsidiaries, taken as a whole) (a “Materially Burdensome Condition”).
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Closing Conditions
The completion of the Merger is subject to customary conditions, including (a) approval of the Merger Agreement by each of SouthState’s and IBTX’s respective shareholders and approval of the issuance of shares of SouthState Common Stock to be issued in the Merger by SouthState’s shareholders, (b) approval for listing on the NYSE of the shares of SouthState Common Stock to be issued in the Merger, subject to official notice of issuance, (c) the receipt of specified governmental consents and approvals, and termination or expiration of all applicable waiting periods in respect thereof, in each case without the imposition of a Materially Burdensome Condition, (d) effectiveness of a registration statement on Form S-4 for the shares of SouthState Common Stock to be issued in the Merger, and (e) the absence of any order, injunction, decree or other legal restraint preventing the completion of the Merger or the Bank Merger or prohibiting or making illegal the completion of the Merger or the Bank Merger. Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (ii) performance in all material respects by the other party of its obligations under the Merger Agreement and (iii) 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, as amended.
Termination; Termination Fees
The Merger Agreement provides certain termination rights for both SouthState and IBTX and further provides that a termination fee of $60,915,000 will be payable by IBTX to SouthState or a termination fee of $186,000,000 will be payable by SouthState to IBTX, as applicable, in the event the Merger Agreement is terminated (a) because the board of directors of the party required to pay such fee changes its recommendation that its shareholders approve the Merger Agreement, or such party or its board of directors materially breaches its covenants relating to its obligation to make such recommendation and certain non-solicitation obligations related to alternative business combination proposals or (b) under certain circumstances where an alternative business combination proposal has been communicated to the board of directors of such party or is made publicly to such party’s shareholders and, within 12 months of the termination of the Merger Agreement in certain circumstances, such party enters into a definitive agreement or consummates a transaction with respect to such alternative business combination proposal.
Important Statement Regarding Merger Agreement
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for the purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement (other than, in the case of certain covenants, third party beneficiaries expressly identified therein), may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (a) will not survive consummation of the Merger and (b) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties’ public disclosures. Accordingly, the Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any factual information regarding IBTX or SouthState, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding IBTX, SouthState, their respective affiliates and their respective businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the registration statement on Form S-4 that will include a joint proxy statement of SouthState and IBTX and also constitute a prospectus of SouthState, as well as in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings that each of SouthState and IBTX make with the Securities and Exchange Commission.
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Support Agreements
Concurrently with the execution and delivery of the Merger Agreement, each member of the board of directors of IBTX and Vincent J. Viola, who collectively hold approximately 13.2% of IBTX Common Stock, entered into a support agreement with SouthState (the “IBTX Support Agreements”), pursuant to which, among other things, each has agreed, subject to the terms of the applicable IBTX Support Agreement, to (a) vote the shares of IBTX Common Stock of which he or she holds and has the power to vote or direct the voting (the “Subject IBTX Shares”) in favor of the approval of the Merger Agreement and (b) not transfer his or her Subject IBTX Shares, with certain limited exceptions. Each IBTX Support Agreement will terminate upon the earlier of (i) termination of the Merger Agreement, (ii) IBTX or its board of directors having changed its recommendation that IBTX shareholders vote in favor of approval of the Merger Agreement (which recommendation change was approved by IBTX’s board of directors) or (iii) the effective time of the Merger.
Concurrently with the execution and delivery of the Merger Agreement, each member of the board of directors of SouthState, who collectively hold approximately 0.63% of SouthState Common Stock, entered into a support agreement with IBTX (the “SouthState Support Agreement”), pursuant to which, among other things, each has agreed, subject to the terms of the SouthState Support Agreement, to (a) vote the shares of SouthState Common Stock of which he or she holds and has the power to vote or direct the voting (the “Subject SouthState Shares”) in favor of the approval of the Merger Agreement and the issuance of SouthState Common Stock in the Merger and (b) not transfer his or her Subject SouthState Shares, with certain limited exceptions. The SouthState Support Agreement will terminate upon the earlier of (i) termination of the Merger Agreement, (ii) SouthState or its board of directors having changed its recommendation that SouthState shareholders vote in favor of approval of the Merger Agreement and the issuance of SouthState Common Stock in connection with the Merger (which recommendation change was approved by SouthState’s board of directors) or (iii) the effective time of the Merger.
The foregoing description of the IBTX Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the IBTX Support Agreement, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.02. | | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Transition Agreement
Concurrently with the execution and delivery of the Merger Agreement, SouthState entered into a transition agreement with Mr. David Brooks setting forth the terms of his service as a member of the board of directors of SouthState for a period from the effective time of the Merger until the date of SouthState’s annual meeting of shareholders expected to be held in April 2027 (subject to his election to the board of directors at each of the preceding annual meetings following the effective time of the Merger). At the effective time of the Merger, Mr. Brooks will also receive, subject to his execution and non-revocation of a release of claims, a cash payment in the amount of $12,800,000, representing his contractual entitlement to certain cash payments under his existing change in control severance agreement with IBTX. In addition, in recognition of Mr. Brooks’ contributions to IBTX in connection with the Merger, he will receive, subject to his execution and non-revocation of a release of claims, a cash transaction bonus of $5,000,000, which will be paid to him by no later than December 31, 2024 (and will be subject to repayment in the event the Merger is not consummated or the Merger Agreement is otherwise terminated). Mr. Brooks will otherwise be eligible to receive compensation and benefits on the same terms as other non-employee members of the SouthState board of directors. Mr. Brooks will be subject to restrictions on non-competition and non-solicitation for a period of two years and one year, respectively, following the effective time of the Merger, as well as on confidentiality and nondisparagement.
The foregoing summary of the transition agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the transition agreement, which will be filed as an exhibit to SouthState’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024.
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Item 7.01. | | | Regulation FD Disclosure. |
On May 20, 2024, SouthState and IBTX issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In connection with the announcement of the Merger Agreement, SouthState and IBTX intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. The slides that will be available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of SouthState under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing. SouthState does not incorporate by reference to this Current Report on Form 8-K information presented at any website referenced in this report or in any of the Exhibits attached hereto.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities Act”).
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.’s (“IBTX”), SouthState Corporation’s (“SouthState”) or the combined company’s possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in IBTX’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, IBTX’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future operations, IBTX’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on IBTX’s, SouthState’s or the combined company’s operations, results of operations and financial condition, IBTX’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that IBTX and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding IBTX’s, SouthState’s and the combined company’s business, the economy and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of IBTX and SouthState. IBTX’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect IBTX’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in IBTX’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and SouthState providing for the acquisition of IBTX by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against IBTX or SouthState; (3) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals
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and other conditions to closing are not received or satisfied on a timely basis or at all (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); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which IBTX and SouthState operate; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) 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; (7) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of IBTX’s or SouthState’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (9) the dilution caused by SouthState’s issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState or IBTX; (11) general competitive, economic, political and market conditions; (12) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; (13) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of IBTX and SouthState 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.
These factors are not necessarily all of the factors that could cause IBTX’s, SouthState’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm IBTX’s, SouthState’s or the combined company’s results.
IBTX and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by IBTX and/or SouthState. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this Current Report on Form 8-K or made by IBTX or SouthState in any report, filing, document or information incorporated by reference in this Current Report on Form 8-K, speaks only as of the date on which it is made. IBTX and SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. IBTX and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, IBTX and SouthState caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, IBTX and SouthState caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.
If IBTX or SouthState update one or more forward-looking statements, no inference should be drawn that IBTX or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding IBTX, SouthState and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC.
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ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
This Current Report on Form 8-K does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, SouthState will file with the SEC a Registration Statement on Form S-4 to register the shares of SouthState capital stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of SouthState and IBTX that also constitutes a prospectus of SouthState. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of SouthState and IBTX seeking their approval of the Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOUTHSTATE, IBTX, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by IBTX or SouthState through the website maintained by the SEC at http://www.sec.gov or from SouthState at its website, https://southstatecorporation.q4ir.com, or from IBTX at its website, https://ir.ifinancial.com. Documents filed with the SEC by SouthState will be available free of charge by accessing the “SEC Filings” tab of SouthState’s website at https://southstatecorporation.q4ir.com, or alternatively by directing a request by mail to SouthState’s Corporate Secretary, 1101 First Street South, Suite 202, Winter Haven, FL 33880, and documents filed with the SEC by IBTX will be available free of charge by accessing IBTX’s website at https://ir.ifinancial.com under the “SEC Filings” tab or, alternatively, by directing a request by mail to IBTX’s Corporate Secretary, 7777 Henneman Way, McKinney, TX 75070-1711.
PARTICIPANTS IN THE SOLICITATION
IBTX, SouthState and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of IBTX and SouthState in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of IBTX and SouthState and other persons who may be deemed to be participants in the solicitation of shareholders of IBTX and SouthState in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC.
Information about the directors and executive officers of IBTX and their ownership of IBTX Common Stock is also set forth in the definitive proxy statement for IBTX’s 2024 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 26, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000071/ibtx-20240425.htm). Information about the directors and executive officers of IBTX, their ownership of IBTX Common Stock, and IBTX’s transactions with related persons is set forth in the sections entitled “Our Board of Directors”, “Compensation Discussion & Analysis”, “CEO Pay Ratio” and “Pay Versus Performance” of such definitive proxy statement. To the extent holdings of IBTX Common Stock by the directors and executive officers of IBTX have changed from the amounts of IBTX Common Stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of SouthState and their ownership of SouthState Common Stock can also be found in SouthState’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as filed with the SEC on March 8, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002793/ssb-20240424xdef14a.htm) and other documents subsequently filed by SouthState with the SEC. Information about the directors and executive officers of SouthState, their ownership of SouthState Common Stock, and SouthState ’s transactions with related persons is set forth in the sections entitled “Our Directors”, “Director Independence”, “Related Person and Certain Other Transactions”, “Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners”, “Director Compensation”, “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Executive Compensation”, “CEO Pay Ratio” and “Pay Versus Performance” of such definitive proxy statement, and the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 4, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm). To the extent holdings of SouthState Common Stock by the directors and executive officers of SouthState have changed from the amounts of SouthState Common Stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: the Form 4s filed by Sara Arana on March 6, Daniel Bockhorst on March 4 and March 20, Renee Brooks on March 4 and March 19, Ronald Cofield on May 2, Shantella Cooper on May 2 and May 8, John Corbett on March 4, Jean Davis on May 2, Martin Bernard Davis on May 2, Beth DeSimone on March 4, Douglas
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Hertz on May 2 and May 8, Greg Lapointe on March 4 and March 5, William Matthews V on March 4, Richard Murray IV on March 4 and March 21, G. Ruffner Page Jr. on May 2 and May 8, William Pou Jr. on May 2, James Roquemore on May 2, David Salyers on May 2, Joshua Snively on May 2, Douglas Lloyd Williams on March 4 and Stephen Dean Young on March 4. Free copies of these documents may be obtained as described above.
Item 9.01. | | | Financial Statements and Exhibits. |
(d) Exhibits. | | |
| | |
Exhibit No. | | Description of Exhibit |
| | |
| Agreement and Plan of Merger, dated as of May 17, 2024, by and between SouthState and IBTX* | |
| | |
| ||
| | |
| Joint Press Release of SouthState and IBTX, dated as of May 20, 2024 | |
| | |
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| | |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the U.S. Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTHSTATE CORPORATION | ||
| (Registrant) | |
| | |
| By: | /s/ William E. Matthews, V |
Dated: May 20, 2024
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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
by and between
INDEPENDENT BANK GROUP, INC.
and
SOUTHSTATE CORPORATION
_____________________
Dated May 17, 2024
TABLE OF CONTENTS
Article I
THE MERGER
Article II
EXCHANGE OF SHARES
Article III
REPRESENTATIONS AND WARRANTIES OF IBTX
Article IV
REPRESENTATIONS AND WARRANTIES OF SOUTHSTATE
Article V
COVENANTS RELATING TO CONDUCT OF BUSINESS
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Article VI
ADDITIONAL AGREEMENTS
Article VII
CONDITIONS PRECEDENT
Article VIII
TERMINATION AND AMENDMENT
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Article IX
GENERAL PROVISIONS
Exhibit A Form of IBTX Support Agreement
Exhibit BForm of SouthState Support Agreement
Exhibit CForm of Bank Merger Agreement
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Definitions
Term | Section |
|---|---|
Acceptable Confidentiality Agreement | 6.14(a) |
Acquisition Proposal | 6.14(a) |
Advisers Act | 3.28(a) |
Advisory Agreement | 3.29(a) |
Advisory Client | 3.29(a) |
Affiliate | 9.6 |
Agreement | Preamble |
Alternative Acquisition Agreement | 6.4(a) |
Applicable Agencies | 3.4 |
Bank Merger | Recitals |
Bank Merger Agreement | 1.1(b) |
Bank Merger Certificates | 1.1(b) |
Bank Merger Effective Time | 1.1(b) |
BHC Act | 3.1(a) |
Business Day | 9.6 |
Cares Act | 3.13(b) |
Certificates of Merger | 1.3 |
Chosen Courts | 9.9(b) |
Client Consent | 6.2(a) |
Closing | 1.2 |
Closing Date | 1.2 |
Code | Recitals |
Confidentiality Agreement | 6.3(b) |
Continuing Employees | 6.7(a) |
Effective Time | 1.3 |
Enforceability Exceptions | 3.3(a) |
Environmental Laws | 3.17 |
ERISA | 3.11(a) |
Exchange Act | 3.6(c) |
Exchange Agent | 2.1 |
Exchange Fund | 2.1 |
Exchange Ratio | 1.5(a) |
FDI Act | 3.1(b) |
FDIC | 3.1(b) |
Federal Reserve Board | 3.4 |
Fraud | 8.2(a) |
GAAP | 3.1(a) |
Governmental Entity | 3.4 |
IBTX | Preamble |
6.7(c) | |
IBTX Bank | Recitals |
IBTX Benefit Plans | 3.11(a) |
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Term | Section |
|---|---|
IBTX Board Recommendation | 6.4(a) |
IBTX Bylaws | 3.1(a) |
IBTX Certificate | 3.1(a) |
IBTX Common Stock | 1.5(a) |
IBTX Compensation Committee | 1.7(c) |
IBTX Contract | 3.14(a) |
IBTX Designated Director | 6.13 |
IBTX Disclosure Schedule | Article III |
IBTX Equity Awards | 1.7(d) |
IBTX ERISA Affiliate | 3.11(a) |
IBTX Indemnified Parties | 6.8(a) |
IBTX Insiders | 6.19 |
IBTX Meeting | 6.4(a) |
IBTX Owned Properties | 3.19(a) |
IBTX Preferred Stock | 3.2(a) |
IBTX PSU Award | 1.7(b) |
IBTX Qualified Plans | 3.11(c) |
IBTX Real Property | 3.19(b) |
IBTX Regulatory Agencies | 3.5 |
IBTX Regulatory Agreement | 3.15 |
IBTX Reports | 3.12 |
IBTX Restricted Share Award | 1.7(b) |
IBTX Securities | 3.2(a) |
IBTX Subsidiary | 3.1(b) |
IBTX Subsidiary Securities | 3.2(b) |
IBTX Support Agreement | Recitals |
IBTX Tax Certificate | 6.20 |
IBTX Termination Fee | 8.2(b) |
Intellectual Property | 3.20 |
Intended Tax Treatment | 1.1(c) |
Intervening Event | 6.4(b) |
Investment Advisory Services | 3.28(a) |
Investment Company Act | 3.29(a) |
IRS | 3.11(b) |
Joint Proxy Statement | 3.4 |
knowledge | 9.6 |
Liens | 3.2(b) |
Loans | 3.26(a) |
made available | 9.6 |
Material Adverse Effect | 3.1(a) |
Materially Burdensome Regulatory Condition | 6.1(c) |
Meetings | 6.4(a) |
Merger | Recitals |
Mergers | Recitals |
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Term | Section |
|---|---|
Merger Consideration | 1.5(a) |
Multiemployer Plan | 3.11(a) |
Multiple Employer Plan | 3.11(e) |
NASDAQ | 3.4 |
New Certificates | 2.1 |
New Client | 6.2(a) |
NYSE | 2.2(e) |
OCC | 3.4 |
Old Certificate | 1.5(b) |
PBGC | 3.11(d) |
Permitted Encumbrances | 3.19(a) |
person | 9.6 |
Personal Data | 3.13(b) |
Premium Cap | 6.8(b) |
Recommendation Change | 6.4(a) |
Regulatory Agencies | 3.5 |
Representatives | 6.14(a) |
Requisite IBTX Vote | 3.3(a) |
Requisite Regulatory Approvals | 6.1(b) |
Requisite SouthState Vote | 4.3(a) |
RIA Subsidiary | 3.28(a) |
S-4 | 3.4 |
Sarbanes-Oxley Act | 3.6(c) |
SCBCA | 1.1(a) |
SEC | 3.4 |
Securities Act | 3.12 |
Security Breach | 3.13(d) |
South Carolina Secretary | 1.3 |
SouthState | Preamble |
6.7(c) | |
SouthState Articles | 4.1(a) |
SouthState Bank | Recitals |
SouthState Benefit Plans | 4.11(a) |
SouthState Board Recommendation | 6.4(a) |
SouthState Bylaws | 4.1(a) |
SouthState Common Stock | 1.5(a) |
SouthState Contract | 4.14(a) |
SouthState Disclosure Schedule | Article IV |
SouthState Equity Awards | 4.2(a) |
SouthState ERISA Affiliate | 4.11(a) |
SouthState Meeting | 6.4(a) |
SouthState Merger Vote | 4.3(a) |
SouthState Preferred Stock | 4.2(a) |
SouthState Regulatory Agencies | 4.5 |
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Term | Section |
|---|---|
SouthState Regulatory Agreement | 4.15 |
SouthState Reports | 4.12(a) |
SouthState Restricted Shares | 4.2(a) |
SouthState RSU Awards | 4.2(a) |
SouthState Securities | 4.2(a) |
SouthState Share Issuance | 4.3(a) |
SouthState Share Issuance Vote | 4.3(a) |
SouthState Stock Options | 4.2(a)4.2(a) |
SouthState Subsidiary | 4.1(b) |
SouthState Support Agreement | Recitals |
SouthState Tax Certificate | 6.20 |
SouthState Termination Fee | 8.2(b) |
SRO | 3.5 |
Subsidiary | 3.1(a) |
Superior Proposal | 6.14(a) |
Supporting IBTX Shareholders | Recitals |
Supporting SouthState Shareholders | Recitals |
Surviving Bank | Recitals |
Surviving Entity | Recitals |
Takeover Statutes | 3.22 |
Tax or Taxes | 3.10(d) |
Tax Return | 3.10(e) |
TBOC | 1.1(a) |
Termination Date | 8.1(c) |
Texas Secretary | 1.3 |
transactions contemplated by this Agreement | 9.6 |
transactions contemplated hereby | 9.6 |
willful and material breach | 8.2(a) |
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This AGREEMENT AND PLAN OF MERGER, dated as of May 17, 2024 (this “Agreement”), by and between Independent Bank Group, Inc., a Texas corporation (“IBTX”), and SouthState Corporation, a South Carolina corporation (“SouthState”).
Recitals
A.The Boards of Directors of IBTX and SouthState have determined, by unanimous vote of the directors present at the applicable meeting, that it is in the best interests of their respective companies and shareholders to consummate the strategic business combination transaction provided for in this Agreement, pursuant to which IBTX will, pursuant to the terms and subject to the conditions set forth herein, merge with and into SouthState (the “Merger”), so that SouthState is the surviving entity (in such capacity, the “Surviving Entity”) in the Merger.
B.In furtherance thereof, the Boards of Directors of IBTX and SouthState have approved, by unanimous vote of the directors present at the applicable meeting, the Merger and declared advisable and adopted this Agreement, approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and have resolved to submit this Agreement to its shareholders for approval and to recommend that its shareholders approve this Agreement.
C.For federal income tax purposes, it is intended that the Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of Sections 354 and 361 of the Code.
D.Simultaneous with entering into this Agreement, and as a condition and inducement to SouthState’s willingness to enter into this Agreement, each of the persons listed on Section 1.1(a) of the IBTX Disclosure Schedule and each member of the Board of Directors of IBTX (collectively, the “Supporting IBTX Shareholders”), being supportive of this Agreement and the transactions contemplated hereby, including the Merger, have determined that it is in their best interests to provide for their collective support for this Agreement and such transactions and, concurrently with the execution of this Agreement, are entering into a support agreement, substantially in the form attached hereto as Exhibit A (the “IBTX Support Agreement”), pursuant to which, among other things, each of the Supporting IBTX Shareholders is agreeing, subject to the terms of the IBTX Support Agreement, to vote all shares of IBTX Common Stock owned by such Supporting IBTX Shareholder in favor of the approval of this Agreement.
E. Simultaneous with entering into this Agreement, and as a condition and inducement to IBTX’s willingness to enter into this Agreement, each member of the Board of Directors of SouthState (collectively, the “Supporting SouthState Shareholders”), being supportive of this Agreement and the transactions contemplated hereby, including the Merger, have determined that it is in their best interests to provide for their collective support for this Agreement and such transactions and, concurrently with the execution of this Agreement, are entering into a support agreement, substantially in the form attached hereto as Exhibit B (the “SouthState Support Agreement”), pursuant to which, among other things, each of the Supporting SouthState
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Shareholders is agreeing, subject to the terms of the SouthState Support Agreement, to vote all shares of SouthState Common Stock owned by such Supporting SouthState Shareholder in favor of the approval of this Agreement and the SouthState Share Issuance.
F.Simultaneous with entering into this Agreement, SouthState has entered into an agreement with each of the individuals set forth on Section 1.1(b) of the IBTX Disclosure Schedule with respect to their ongoing employment and/or services to SouthState from and after the Effective Time.
G.Immediately following the Merger, and subject to it occurring, Independent Bank, a Texas state chartered bank and wholly owned Subsidiary of IBTX, dba Independent Financial (“IBTX Bank”), will merge (the “Bank Merger” and, together with the Merger, the “Mergers”) with and into SouthState Bank, N.A., a national banking association and wholly owned Subsidiary of SouthState (“SouthState Bank”), so that SouthState Bank is the surviving entity (the “Surviving Bank”) in the Bank Merger.
H.In this Agreement, the parties desire to make certain representations, warranties and agreements in connection with the Mergers and also to prescribe certain conditions to the Mergers.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the parties agree as follows:
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Except (a) as disclosed in the disclosure schedule delivered by IBTX to SouthState concurrently herewith (the “IBTX Disclosure Schedule”) (it being understood that (i) no item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the IBTX Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by IBTX that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article III shall be deemed to qualify (1) any other section of this Article III specifically referenced or cross-
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referenced, and (2) any other sections of this Article III to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections), or (b) as disclosed in any IBTX Reports publicly filed with or furnished to the SEC by IBTX since December 31, 2021 and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature; provided that this clause (b) shall not apply to the representations and warranties set forth in Sections 3.1(a), 3.2(a), 3.3(a), 3.3(b)(i), 3.7 and 3.22), IBTX hereby represents and warrants to SouthState as follows:
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Each contract, arrangement, commitment or understanding of the type described in this Section 3.14(a), whether or not set forth in the IBTX Disclosure Schedule, is referred to herein as a “IBTX Contract.” IBTX has made available to SouthState true, correct and complete copies of each IBTX Contract in effect as of the date hereof.
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(b) Each RIA Subsidiary has designated and approved an appropriate chief compliance officer in accordance with Rule 206(4)-7 under the Advisers Act. Each RIA Subsidiary has established in compliance with requirements of applicable law, and maintained in effect at all times required by applicable law since December 31, 2021, (i) written anti-money laundering policies and procedures that incorporate, among other things, a written customer identification program, (ii) a code of ethics and a written policy regarding insider trading and the protection of material non-public information, (iii) written cyber security and identity theft policies and procedures, (iv) written supervisory procedures and a supervisory control system, (v) written policies and procedures designed to protect non-public personal information about customers, clients and other third parties, (vi) written recordkeeping policies and procedures and (vii) other policies required to be maintained by such RIA Subsidiary under applicable law, including Rules 204A-1 and 206(4)-7 under the Advisers Act, and since December 31, 2021, there has been no material violation of such policies and procedures, except, in each case under clauses (i)-(vii), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
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Except (a) as disclosed in the disclosure schedule delivered by SouthState to IBTX concurrently herewith (the “SouthState Disclosure Schedule”) (it being understood that (i) no item is required to be set forth as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed untrue or incorrect, (ii) the mere inclusion of an item in the SouthState Disclosure Schedule as an exception to a representation or warranty shall not be deemed an admission by SouthState that such item represents a material exception or fact, event or circumstance or that such item would reasonably be expected to have a Material Adverse Effect, and (iii) any disclosures made with respect to a section of this Article IV shall be deemed to qualify (1) any other section of this Article IV specifically referenced or cross-referenced, and (2) any other sections of this Article IV (a) to the extent it is reasonably apparent on its face (notwithstanding the absence of a specific cross reference) from a reading of the disclosure that such disclosure applies to such other sections), or (b) as disclosed in any SouthState Reports publicly filed with or furnished to the SEC by SouthState since December 31, 2021, and prior to the date hereof (but disregarding risk factor disclosures contained under the heading “Risk Factors,” or disclosures of risks set forth in any “forward-looking statements” disclaimer or any other statements that are similarly cautionary, predictive or forward-looking in nature; provided that this clause (b) shall not apply to the representations and warranties set forth in Sections 4.1(a), 4.2(a), 4.3(a), 4.3(b)(i), 4.7 and 4.19), SouthState hereby represents and warrants to IBTX as follows:
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(ii) In the event that after the date of this Agreement and prior to the termination of this Agreement, a bona fide Acquisition Proposal with respect to SouthState shall have been communicated to or otherwise made known to the Board of Directors or senior management of SouthState or shall have been made directly to the shareholders of SouthState or any person shall have publicly announced (and not withdrawn at least two Business Days prior to the SouthState Meeting) an Acquisition Proposal with respect to SouthState, and (A)(x) thereafter this Agreement
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is terminated by either SouthState or IBTX pursuant to Section 8.1(c) (Termination Date) without the Requisite SouthState Vote having been obtained (and all other conditions set forth in Section 7.1 and Section 7.2 were satisfied or were capable of being satisfied prior to such termination), (y) thereafter this Agreement is terminated by IBTX pursuant to Section 8.1(d) (SouthState Breach) as a result of a willful breach or (z) thereafter this Agreement is terminated by SouthState or IBTX pursuant to Section 8.1(g)(ii) (SouthState No Vote) and (B) prior to the date that is 12 months after the date of such termination, SouthState enters into a definitive agreement or consummates a transaction with respect to an Acquisition Proposal (whether or not the same Acquisition Proposal as that referred to above), then SouthState shall, on the earlier of the date it enters into such definitive agreement and the date of consummation of such transaction, pay IBTX, by wire transfer of same-day funds, a fee equal to $186,000,000 (the “SouthState Termination Fee”);
provided, that for purposes of this Section 8.2(b), all references in the definition of Acquisition Proposal to “25%” shall instead refer to “50%.”
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Independent Bank Group, Inc.
7777 Henneman Way
McKinney, Texas 75070
Attention: David R. Books
Ankita Puri
E-mail: David.Brooks@ifinancial.com
Ankita.Puri@ifinancial.com
With a copy (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
United States
Attention: Jacob A. Kling
Steven R. Green
E-mail: JAKling@wlrk.com
SRGreen@wlrk.com
and
SouthState Corporation
1101 First Street South
Winter Haven, Florida 33880
Attention: John C. Corbett, CEO
Cc:Beth S. DeSimone, CRO and GC
Email: jcorbett@southstatebank.com
bdesimone@southstatebank.com
With a copy (which shall not constitute notice) to each of:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
United States
Attention: George R. Bason, Jr.
Evan Rosen
Email:george.bason@davispolk.com
evan.rosen@davispolk.com
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[Signature Page Follows]
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IN WITNESS WHEREOF, SouthState and IBTX have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.
SOUTHSTATE CORPORATION | ||
By: | /s/ John C. Corbett | |
| Name: | John C. Corbett |
| Title: | Chief Executive Officer |
INDEPENDENT BANK GROUP, INC. | ||
By: | /s/ David R. Brooks | |
| Name: | David R. Brooks |
| Title: | Chairman of the Board and Chief Executive Officer |
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Exhibit A
Form of IBTX Support Agreement
SUPPORT AGREEMENT
This Support Agreement (this “Agreement”), dated as of May 17, 2024, is entered into by and among SouthState Corporation, a South Carolina corporation (“SouthState”), and the undersigned shareholders (the “Shareholder”) of Independent Bank Group, Inc., a Texas corporation (“IBTX”).
WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, between SouthState and IBTX, IBTX will be merged with and into SouthState, with SouthState as the surviving corporation (the “Merger”);
WHEREAS, as of the date of this Agreement, the Shareholder owns beneficially or of record, and has the power to vote or direct the voting of, the shares of common stock, par value $0.01 per share, of IBTX (the “Common Stock”) set forth next to such Shareholder’s name on Schedule A hereto (all such shares, the “Existing Shares”);
WHEREAS, the Board of Directors of IBTX has approved, by the unanimous vote of directors present, the Merger and declared advisable and adopted the Merger Agreement, approved the execution, delivery and performance of the Merger Agreement by IBTX and the consummation of the transactions contemplated thereby, and has resolved to submit the Merger Agreement to its shareholders for approval and to recommend that its shareholders approve the Merger Agreement; and
WHEREAS, the Shareholder is supportive of the Merger Agreement and the transactions contemplated thereby, including the Merger, and has determined that it is in his, her or its best interests to enter into this Agreement to provide for his, her or its support for the Merger Agreement and such transactions, and this Agreement is further a condition and inducement for SouthState to enter into the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:
| 1. | Definitions. Capitalized terms not defined in this Agreement have the meanings assigned to those terms in the Merger Agreement. |
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| Directors of IBTX having made a Recommendation Change in accordance with Section 6.4 of the Merger Agreement (provided that such Recommendation Change is approved by the Board of Directors of IBTX) or (c) the Effective Time; provided that (i) this Section 2 and Sections 10 through 17 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein. |
| 3. | Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of IBTX’s shareholders, however called, and in connection with any written consent of IBTX’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which such Shareholder has acquired, after the date hereof, beneficial or record ownership and the power to vote or direct the voting thereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any IBTX Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (collectively, the “Transactions”), (B) in favor of any proposal to adjourn or postpone such meeting of IBTX’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement or the Transactions, (C) against any Acquisition Proposal, and (D) against any action, proposal, transaction, agreement or amendment of the IBTX Certificate or IBTX Bylaws, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of IBTX contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Transactions, including the Merger. The Shareholder agrees to exercise all voting or other determination rights such Shareholder has in any trust or other legal entity to carry out the intent and purposes of such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of IBTX at the request of the Board of Directors of IBTX in connection with election of directors or other routine matters at any annual or special meeting of the IBTX shareholders. The Shareholder represents, covenants and |
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| agrees that he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. |
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| 6. | Publicity. The Shareholder hereby authorizes SouthState and IBTX to publish and disclose in any announcement or disclosure in connection with the Mergers, including in the S-4, the Joint Proxy Statement or any other filing with any Governmental Entity made in connection with the Mergers, such Shareholder’s identity and ownership of the Shares and the nature of such Shareholder’s obligations under this Agreement. The Shareholder agrees to notify SouthState as promptly as practicable of any inaccuracies or omissions in any information relating to such Shareholder that is so published or disclosed. The Shareholder shall, if applicable and required, promptly and in accordance with applicable law amend his, her or its Schedule 13D or 13G, as applicable, filed with the Securities and |
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| Exchange Commission to disclose this Agreement and shall provide a draft of such amendment to SouthState and IBTX for their review and comment. |
| 7. | Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party to this Agreement any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement shall, or shall be construed or deemed to, constitute a Transfer of any Shares or any legal or beneficial interest in or voting or other control over any of the Shares or as creating or forming a “group” for purposes of the Exchange Act, and all rights, ownership and benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, subject to the agreements of the parties set forth herein. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or other like relationship between the parties. |
| 8. | Assignment; Third-Party Beneficiaries. This Agreement shall not be assigned by operation of law or otherwise and, except as provided herein, shall be binding upon and inure solely to the benefit of each party hereto and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. |
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| Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware) (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 11. |
SouthState Corporation
1101 First Street South
Winter Haven, Florida 33880
Attention: John C. Corbett, CEO
Cc:Beth S. DeSimone, CRO and GC
Email: jcorbett@southstatebank.com
bdesimone@southstatebank.com
With a copy (which shall not constitute notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention:George R. Bason, Jr.
Evan Rosen
E-mail:george.bason@davispolk.com
evan.rosen@davispolk.com
| 12. | Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. |
| 13. | Amendments; Waivers. Any provision of this Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed (a) in the case of an amendment or modification, by SouthState and the Shareholder, and (b) in the case of a waiver, by the party against whom the waiver is to be effective. No |
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| failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. |
| 15. | No Representative Capacity. Notwithstanding anything to the contrary herein, this Agreement applies solely to the Shareholder in such Shareholder’s capacity as a shareholder of IBTX, and, to the extent the Shareholder serves as a member of the board of directors or as an officer of IBTX, nothing in this Agreement shall limit or affect any actions or omissions taken by such Shareholder in such Shareholder’s capacity as a director or officer and not as a shareholder. |
| 16. | Certain Shareholder Matters. |
| a. | In this Agreement, references to the Shareholder which is a trust or similar entity shall be deemed to be to the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require to be most protective of SouthState, including for purposes of such Shareholder’s representations and warranties. |
| b. | If applicable, with respect to any shares of Common Stock over which the Shareholder has shared voting power, which are separately identified on Schedule A, the Shareholder shall exercise his individual voting power over such shares, to the extent within such Shareholder’s control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly. |
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[Signature pages follow]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties and is effective as of the date first set forth above:
[SHAREHOLDER] | ||
By: | | |
| Name: | |
| Title: | |
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SOUTHSTATE CORPORATION | ||
By: | ||
| Name: | John C. Corbett |
| Title: | Chief Executive Officer |
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Exhibit B
Form of SouthState Support Agreement
SUPPORT AGREEMENT
This Support Agreement (this “Agreement”), dated as of May 17, 2024, is entered into by and among Independent Bank Group, Inc., a Texas corporation (“IBTX”), and each of the undersigned shareholders (each, a “Shareholder”, and collectively, the “Shareholders”) of SouthState Corporation, a South Carolina corporation (“SouthState”). The obligations of each Shareholder hereunder shall be several and not joint.
WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, between SouthState and IBTX, IBTX will be merged with and into SouthState, with SouthState as the surviving corporation (the “Merger”);
WHEREAS, as of the date of this Agreement, each Shareholder owns beneficially or of record, and has the power to vote or direct the voting of, the shares of common stock, par value $2.50 per share, of SouthState (the “Common Stock”) set forth next to such Shareholder’s name on Schedule A hereto (all such shares, the “Existing Shares”);
WHEREAS, the Board of Directors of SouthState has approved, by the unanimous vote of directors present, the Merger and declared advisable and adopted the Merger Agreement, approved the execution, delivery and performance of the Merger Agreement by SouthState and the consummation of the transactions contemplated thereby, and has resolved to submit the Merger Agreement to its shareholders for approval and to recommend that its shareholders approve the Merger Agreement; and
WHEREAS, each Shareholder is supportive of the Merger Agreement and the transactions contemplated thereby, including the Merger and the SouthState Share Issuance, and has determined that it is in his, her or its best interests to enter into this Agreement to provide for his, her or its support for the Merger Agreement and such transactions, and this Agreement is further a condition and inducement for IBTX to enter into the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:
| 1. | Definitions. Capitalized terms not defined in this Agreement have the meanings assigned to those terms in the Merger Agreement. |
| 2. | Effectiveness; Termination. This Agreement shall be effective upon signing. This Agreement shall automatically terminate and be null and void and of no effect upon (and may only be terminated upon) the earliest to occur of the following: (a) termination of the Merger Agreement for any reason in accordance with its terms, (b) SouthState or the Board of Directors of SouthState having made a Recommendation Change in accordance with |
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| Section 6.4 of the Merger Agreement (provided that such Recommendation Change is approved by the Board of Directors of SouthState) or (c) the Effective Time; provided that (i) this Section 2 and Sections 10 through 17 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein. |
| 3. | Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), each Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of SouthState’s shareholders, however called, and in connection with any written consent of SouthState’s shareholders, each Shareholder shall (i) appear at such meeting or otherwise cause all of such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which such Shareholder has acquired, after the date hereof, beneficial or record ownership and the power to vote or direct the voting thereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any SouthState Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Merger Agreement, the Merger, the SouthState Share Issuance and the other transactions contemplated by the Merger Agreement (collectively, the “Transactions”), (B) in favor of any proposal to adjourn or postpone such meeting of SouthState’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement or the Transactions, (C) against any Acquisition Proposal, and (D) against any action, proposal, transaction, agreement or amendment of the SouthState Articles or SouthState Bylaws, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of SouthState contained in the Merger Agreement, or of a Shareholder contained in this Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Transactions, including the Merger and the SouthState Share Issuance. Each Shareholder agrees to exercise all voting or other determination rights such Shareholder has in any trust or other legal entity to carry out the intent and purposes of such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. Each Shareholder represents, covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of SouthState at the request of the Board of Directors of SouthState in connection with election of directors or other routine matters at any annual or special meeting of the SouthState shareholders. Each Shareholder |
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| represents, covenants and agrees that he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. |
| 4. | Transfer Restrictions Prior to the Merger. Each Shareholder hereby agrees that such Shareholder will not, from the date hereof until the earlier of (a) the end of the Support Period or (b) approval of the Merger Agreement and the SouthState Share Issuance by the shareholders of SouthState by the Requisite SouthState Vote, directly or indirectly, offer for sale, sell, transfer, assign, give, convey, tender in any tender or exchange offer, pledge, encumber, hypothecate or dispose of (by merger, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, conveyance, hypothecation or other transfer or disposition of, any of the Shares, or any legal or beneficial interest therein, whether or not for value and whether voluntary or involuntary or by operation of law (any of the foregoing, a “Transfer”); provided, that a Shareholder may Transfer Shares (i) to any of its Affiliates, (ii) to any other Person to whom IBTX has consented with respect to a Transfer by such Shareholder in advance in writing, and (iii) to (A) any Family Member (as defined below) of such Shareholder or to a trust solely for the benefit of the Shareholder and/or any Family Member of the Shareholder or (B) upon the death of the Shareholder pursuant to the terms of any trust or will of the Shareholder or by the applicable Laws of intestate succession; provided that (x) in the case of clause (i), such Affiliate shall remain an Affiliate of the Shareholder at all times following such Transfer and (y) in the case of clauses (i), (ii) and (iii), so long as the transferee, prior to the date of Transfer, agrees in a signed writing to be bound by and comply with the provisions of this Agreement with respect to such Transferred Shares, and such Shareholder provides at least three Business Days’ prior written notice (which shall include the written consent of the transferee in form reasonably acceptable to IBTX agreeing to be bound by and comply with the provisions of this Agreement) to IBTX, in which case such Shareholder shall remain responsible for any breach of this Agreement by such transferee (any Transfer permitted in accordance with this Section 4, a “Permitted Transfer”). In the event of any Transfer that would qualify as a Permitted Transfer under more than one of clauses (i) through (iii), the Transferring Shareholder may elect the clause to which such Transfer is subject for purposes of complying with this Agreement. As used in this Agreement, the term “Family Member” means, with respect to each Shareholder, (I) such Shareholder and such Shareholder’s spouse, individually, (II) any descendant, niece or nephew of such Shareholder or such Shareholder’s spouse, (III) any charitable organization created and primarily funded by any one or more individuals described in the foregoing (I) or (II), (IV) any estate, trust, guardianship, custodianship or other fiduciary arrangement for the primary benefit of any one or more individuals or organizations described in the foregoing (I), (II) or (III), and (V) any corporation, partnership, limited liability company or other business organization controlled by and substantially all of the interests in which are owned, directly or indirectly, by any one or more individuals or organizations named or described in the foregoing (I), (II), (III) or (IV). |
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| 5. | Representations of each Shareholder. Each Shareholder represents and warrants as follows: (a) such Shareholder has full legal right, capacity and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. Each Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| 6. | Publicity. Each Shareholder hereby authorizes SouthState and IBTX to publish and disclose in any announcement or disclosure in connection with the Mergers, including in the S-4, the Joint Proxy Statement or any other filing with any Governmental Entity made in connection with the Mergers, such Shareholder’s identity and ownership of the Shares and the nature of such Shareholder’s obligations under this Agreement. Each Shareholder agrees to notify IBTX as promptly as practicable of any inaccuracies or omissions in any information relating to such Shareholder that is so published or disclosed. Each Shareholder shall, if applicable and required, promptly and in accordance with applicable law amend his, her or its Schedule 13D or 13G, as applicable, filed with the Securities and |
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| Exchange Commission to disclose this Agreement and shall provide a draft of such amendment to SouthState and IBTX for their review and comment. |
| 7. | Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party to this Agreement any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement shall, or shall be construed or deemed to, constitute a Transfer of any Shares or any legal or beneficial interest in or voting or other control over any of the Shares or as creating or forming a “group” for purposes of the Exchange Act, and all rights, ownership and benefits of and relating to the Shares shall remain vested in and belong to each Shareholder, subject to the agreements of the parties set forth herein. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or other like relationship between the parties. |
| 8. | Assignment; Third-Party Beneficiaries. This Agreement shall not be assigned by operation of law or otherwise and, except as provided herein, shall be binding upon and inure solely to the benefit of each party hereto and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. |
| 9. | Remedies/Specific Enforcement. Each of the parties hereto agrees that this Agreement is intended to be legally binding and specifically enforceable pursuant to its terms and that each party would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, in the event of any breach or threatened breach by any party of any provision contained in this Agreement, in addition to any other remedy to which the other parties may be entitled whether at law or in equity (including monetary damages), each other party shall be entitled to injunctive relief to prevent breaches or threatened breaches of this Agreement and to specifically enforce the terms and provisions hereof, and each party hereby waives any defense in any action for specific performance or an injunction or other equitable relief that a remedy at law would be adequate. Each party further agrees that no party shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this paragraph, and each party irrevocably waives any right such party may have to require the obtaining, furnishing or posting of any such bond or similar instrument. |
| 10. | Governing Law; Jurisdiction; Venue. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to any applicable conflict of law principles (except those matters relating to the corporate laws of the State of South Carolina shall be governed by the corporate laws of the State of South Carolina). Each of the parties hereto agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in the Delaware Court of Chancery and any state appellate court |
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| therefrom within the State of Delaware (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state court of competent jurisdiction located in the State of Delaware) (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 11. |
| 11. | Notice. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by e-mail transmission (with confirmation), mailed by registered or certified mail (return receipt requested) or delivered by an express courier (with confirmation), if to a Shareholder, to its address set forth on Schedule A hereto, and if to IBTX, to the following addresses: |
Independent Bank Group, Inc.
7777 Henneman Way
McKinney, Texas 75070
Attention: David R. Brooks
Ankita Puri
Email: David.Brooks@ifinancial.com
Ankita.Puri@ifinancial.com
With a copy (which shall not constitute notice) to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
United States
Attention: Jacob A. Kling
Steven R. Green
E-mail: JAKling@wlrk.com
SRGreen@wlrk.com
| 12. | Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. |
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| 13. | Amendments; Waivers. Any provision of this Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed (a) in the case of an amendment or modification, by IBTX and each Shareholder, and (b) in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. |
| 14. | Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) THE PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) THE PARTY MAKES THIS WAIVER VOLUNTARILY; AND (IV) THE PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14. |
| 15. | No Representative Capacity. Notwithstanding anything to the contrary herein, this Agreement applies solely to each Shareholder in such Shareholder’s capacity as a shareholder of SouthState, and, to the extent a Shareholder serves as a member of the board of directors or as an officer of SouthState, nothing in this Agreement shall limit or affect any actions or omissions taken by such Shareholder in such Shareholder’s capacity as a director or officer and not as a shareholder. |
| 16. | Certain Shareholder Matters. |
| a. | In this Agreement, references to a Shareholder which is a trust or similar entity shall be deemed to be to the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require to be most protective of IBTX, including for purposes of such Shareholder’s representations and warranties. |
| b. | If applicable, with respect to any shares of Common Stock over which the Shareholder has shared voting power, which are separately identified on Schedule A, the Shareholder shall exercise his individual voting power over such shares, to the extent within such Shareholder’s control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, |
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| it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly. |
| 17. | Counterparts. The parties may execute this Agreement in one or more counterparts, including by facsimile or other electronic signature. All the counterparts will be construed together and will constitute one Agreement. |
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties and is effective as of the date first set forth above:
SHAREHOLDERS: | |||
JOHN C. CORBETT | |||
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RONALD M. COFIELD, SR. | ||
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SHANTELLA E. COOPER | ||
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JEAN E. DAVIS | ||
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MARTIN BERNARD DAVIS | ||
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DOUGLAS J. HERTZ | ||
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G. RUFFNER PAGE, JR. | ||
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WILLIAM KNOX POU, JR. | ||
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JAMES W. ROQUEMORE | ||
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DAVID G. SALYERS | ||
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JOSHUA A. SNIVELY | ||
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INDEPENDENT BANK GROUP, INC. | ||
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By: | | |
| Name: | |
| Title: | |
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Exhibit C
Form of Bank Merger Agreement
AGREEMENT AND PLAN OF MERGER
INDEPENDENT BANK
with and into
SOUTHSTATE BANK, NATIONAL ASSOCIATION
under the charter of
SOUTHSTATE BANK, NATIONAL ASSOCIATION
under the title of
“SOUTHSTATE BANK, NATIONAL ASSOCIATION”
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of May 17, 2024, by and between Independent Bank (d/b/a Independent Financial), a Texas state chartered bank, with its main office located at 7777 Henneman Way, McKinney, Texas 75070 (“Independent Bank”), and SouthState Bank, National Association, a national banking association, with its main office located at 1101 First Street South, Winter Haven, Florida 33880 (“SouthState Bank” or the “Resulting Bank”). Collectively, Independent Bank and SouthState Bank are referred to as the “Banks”.
WHEREAS, the Board of Directors of Independent Bank approved, by the unanimous vote of directors present, this Agreement and authorized its execution pursuant to the authority given by and in accordance with the laws of the State of Texas;
WHEREAS, the Board of Directors of SouthState Bank approved, by the unanimous vote of directors present, this Agreement and authorized its execution pursuant to the authority given by and in accordance with the provisions of The National Bank Act (the “Act”);
WHEREAS, Independent Bank Group, Inc. (“Independent”), which owns all of the outstanding shares of Independent Bank, and SouthState Corporation (“SouthState”), which owns all of the outstanding shares of SouthState Bank, have entered into an Agreement and Plan of Merger, dated as of May 17, 2024 (the “Holding Company Agreement”), which, among other things, provides for the merger of Independent with and into SouthState, all subject to the terms and conditions of such Holding Company Agreement (the “HC Merger”);
WHEREAS, Independent, as the sole shareholder of Independent Bank, and SouthState, as the sole shareholder of SouthState Bank, have approved this Agreement; and
WHEREAS, each of the Banks is entering into this Agreement to provide for the merger of Independent Bank with and into SouthState Bank, with SouthState Bank being the surviving bank charter of such merger transaction (the “Bank Merger”) under the name of SouthState Bank, National Association, subject to, and immediately following, the closing of the HC Merger.
WHEREAS, for U.S. federal income tax purposes, it is intended that the Bank Merger shall qualify as a “reorganization” within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is intended to be and is adopted as a plan of reorganization for purposes of sections 354 and 361 of the Code.
NOW, THEREFORE, for and in consideration of the premises and the mutual promises and agreements herein contained, the parties hereto agree as follows:
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SECTION 1
Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below) and pursuant to the Act, Independent Bank shall be merged with and into SouthState Bank in the Bank Merger. SouthState Bank shall continue its existence as the Resulting Bank under the charter of the Resulting Bank, and the separate corporate existence of Independent Bank shall cease. The closing of the Bank Merger shall become effective at the time specified in the letter issued by the Office of the Comptroller of the Currency (the “OCC”) in connection with the Bank Merger (such time when the Bank Merger becomes effective, the “Effective Time”); provided that in no event shall the Effective Time be earlier than, or at the same time as, the effective time of the HC Merger.
SECTION 2
The name of the Resulting Bank at the Effective Time shall be “SouthState Bank, National Association”. The Resulting Bank will exercise trust powers.
SECTION 3
The business of the Resulting Bank from and after the Effective Time shall be that of a national banking association. This business of the Resulting Bank shall be conducted at its main office, which shall be located at 1101 First Street South, Winter Haven, Florida 33880, as well as at its legally established branches and at the banking offices of Independent Bank existing at the Effective Time, at the officially designated address of each such office or branch, all of which shall be acquired in the Bank Merger. The deposit accounts of the Resulting Bank will be insured by the Federal Deposit Insurance Corporation in accordance with the Federal Deposit Insurance Act.
SECTION 4
At the Effective Time, the amount of issued and outstanding capital stock of the Resulting Bank shall be the amount of capital stock of SouthState Bank issued and outstanding immediately prior to the Effective Time.
SECTION 5
All assets of SouthState Bank and Independent Bank, as they exist at the Effective Time, shall pass to and vest in the Resulting Bank without any conveyance or other transfer; the Resulting Bank shall be considered the same business and corporate entity as each constituent bank with all the rights, powers and duties of each constituent bank; and the Resulting Bank shall be responsible for all of the liabilities of every kind and description, of SouthState Bank and Independent Bank existing as of the Effective Time, all in accordance with the provisions of the Act.
SECTION 6
Independent Bank and SouthState Bank shall contribute to the Resulting Bank acceptable assets having a book value, over and above the aggregate liability to its creditors, in such amounts as set forth on the books of Independent Bank and SouthState Bank at the Effective Time.
SECTION 7
At the Effective Time, by virtue of the Bank Merger and without any action on the part of the holders thereof, each outstanding share of common stock of Independent Bank shall be automatically cancelled with no consideration being paid therefor.
At the Effective Time, by virtue of the Bank Merger and without any action on the part of the holders thereof, outstanding certificates representing shares of the common stock of Independent Bank shall be automatically cancelled.
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Upon the Effective Time, the then outstanding shares of SouthState Bank’s common stock shall continue to remain outstanding shares of SouthState Bank’s common stock, all of which shall be unaffected by the Bank Merger and shall continue to be owned by SouthState.
SECTION 9
Prior to the Effective Time, the Board of Directors of SouthState Bank shall take all actions necessary so that the three directors of Independent appointed to the Board of Directors of SouthState pursuant to the terms of the Holding Company Agreement shall be appointed to the Board of Directors of the Resulting Bank as of the Effective Time, each of whom shall serve until his or her respective successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the Articles of Association and Bylaws of the Resulting Bank. Effective as of the Effective Time, Dan Strodel shall serve as President of the Texas and Colorado Divisions of the Resulting Bank.
SECTION 10
This Agreement has been approved by Independent, which owns all of the outstanding shares of Independent Bank, and by SouthState, which owns all of the outstanding shares of SouthState Bank.
SECTION 11
It is the intention of the Banks and each of the Banks undertakes and agrees to use its commercially reasonable efforts to cause the Bank Merger to qualify, and to take no action which would cause the Bank Merger not to qualify, for treatment as a “reorganization” within the meaning of Section 368(a) of the Code for federal income tax purposes.
SECTION 12
The Bank Merger is also subject to the following terms and conditions:
(a) The HC Merger shall have closed and become effective.
(b) The OCC shall have approved this Agreement and the Bank Merger and shall have issued all other necessary authorizations and approvals for the Bank Merger, and any statutory waiting period shall have expired.
(c) This Agreement may be amended or terminated, and the Bank Merger may be abandoned, only by the mutual written agreement of Independent Bank and SouthState Bank at any time, whether before or after filings are made for regulatory approval of the Bank Merger and notwithstanding the prior approval of this Agreement and the Bank Merger by the sole shareholder of Independent Bank or SouthState Bank.
SECTION 13
Effective as of the Effective Time, the Articles of Association and Bylaws of the Resulting Bank shall consist of the Articles of Association and Bylaws of SouthState Bank as in effect immediately prior to the Effective Time; provided that the Articles of Association and Bylaws shall be amended effective at or prior to the Effective Time to the extent necessary to give effect to Sections 2 and 9 of this Agreement.
SECTION 14
This Agreement shall automatically terminate if and at the time of any termination of the Holding Company Agreement.
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SECTION 15
This Agreement embodies the entire agreement and understanding of the Banks with respect to the transactions contemplated hereby, and supersedes all other prior commitments, arrangements or understandings, both oral and written, among the Banks with respect to the subject matter hereof.
The provisions of this Agreement are intended to be interpreted and construed in a manner so as to make such provisions valid, binding and enforceable. In the event that any provision of this Agreement is determined to be partially or wholly invalid, illegal or unenforceable, then such provision shall be deemed to be modified or restricted to the extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted in a manner so as to make such provision valid, binding and enforceable, then such provision shall be deemed to be excised from this Agreement and the validity, binding effect and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any manner.
No waiver, amendment, modification or change of any provision of this Agreement shall be effective unless and until made in writing and signed by the Banks. No waiver, forbearance or failure by any Bank of its rights to enforce any provision of this Agreement shall constitute a waiver or estoppel of such Bank’s right to enforce any other provision of this Agreement or a continuing waiver by such Bank of compliance with any provision hereof.
Except to the extent Federal law is applicable, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws.
This Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Banks’ respective successors and permitted assigns. Unless otherwise expressly stated herein, this Agreement shall not benefit or create any right of action in or on behalf of any person or entity other than the Banks.
This Agreement may be executed in counterparts (including by facsimile or optically-scanned electronic mail attachment), each of which shall be deemed to be original, but all of which together shall constitute one and the same instrument.
[Signature Pages Follow]
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IN WITNESS WHEREOF, Independent Bank and SouthState Bank, National Association have entered into this Agreement as of the date and year first set forth above.
INDEPENDENT BANK | ||
| | |
By: | | |
| Name: | |
| Title: | |
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SOUTHSTATE BANK, NATIONAL ASSOCIATION | ||
| | |
By: | | |
| Name: | John C. Corbett |
| Title: | Chief Executive Officer |
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Exhibit 10.1
SUPPORT AGREEMENT
This Support Agreement (this “Agreement”), dated as of May 17, 2024, is entered into by and among SouthState Corporation, a South Carolina corporation (“SouthState”), and the undersigned shareholders (the “Shareholder”) of Independent Bank Group, Inc., a Texas corporation (“IBTX”).
WHEREAS, subject to the terms and conditions of the Agreement and Plan of Merger (as the same may be amended, supplemented or modified, the “Merger Agreement”), dated as of the date hereof, between SouthState and IBTX, IBTX will be merged with and into SouthState, with SouthState as the surviving corporation (the “Merger”);
WHEREAS, as of the date of this Agreement, the Shareholder owns beneficially or of record, and has the power to vote or direct the voting of, the shares of common stock, par value $0.01 per share, of IBTX (the “Common Stock”) set forth next to such Shareholder’s name on Schedule A hereto (all such shares, the “Existing Shares”);
WHEREAS, the Board of Directors of IBTX has approved, by the unanimous vote of directors present, the Merger and declared advisable and adopted the Merger Agreement, approved the execution, delivery and performance of the Merger Agreement by IBTX and the consummation of the transactions contemplated thereby, and has resolved to submit the Merger Agreement to its shareholders for approval and to recommend that its shareholders approve the Merger Agreement; and
WHEREAS, the Shareholder is supportive of the Merger Agreement and the transactions contemplated thereby, including the Merger, and has determined that it is in his, her or its best interests to enter into this Agreement to provide for his, her or its support for the Merger Agreement and such transactions, and this Agreement is further a condition and inducement for SouthState to enter into the Merger Agreement.
NOW THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:
| 1. | Definitions. Capitalized terms not defined in this Agreement have the meanings assigned to those terms in the Merger Agreement. |
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| the Board of Directors of IBTX) or (c) the Effective Time; provided that (i) this Section 2 and Sections 10 through 17 hereof shall survive any such termination and (ii) such termination shall not relieve any party of any liability or damages resulting from any willful or material breach of any of its representations, warranties, covenants or other agreements set forth herein. |
| 3. | Support Agreement. From the date hereof until the earlier of (a) the Closing or (b) the termination of the Merger Agreement in accordance with its terms (the “Support Period”), the Shareholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each postponement, recess, adjournment or continuation thereof) of IBTX’s shareholders, however called, and in connection with any written consent of IBTX’s shareholders, the Shareholder shall (i) appear at such meeting or otherwise cause all of such Shareholder’s Existing Shares and all other shares of Common Stock or voting securities over which such Shareholder has acquired, after the date hereof, beneficial or record ownership and the power to vote or direct the voting thereof (including any shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any stock options to acquire Common Stock or the conversion of any convertible securities, or pursuant to any other equity awards or derivative securities (including any IBTX Equity Awards) or otherwise) (together with the Existing Shares, the “Shares”), as of the applicable record date, to be counted as present thereat for purposes of calculating a quorum, and (ii) vote or cause to be voted (including by proxy or written consent, if applicable) all such Shares (A) in favor of the approval of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (collectively, the “Transactions”), (B) in favor of any proposal to adjourn or postpone such meeting of IBTX’s shareholders to a later date if there are not sufficient votes to approve the Merger Agreement or the Transactions, (C) against any Acquisition Proposal, and (D) against any action, proposal, transaction, agreement or amendment of the IBTX Certificate or IBTX Bylaws, in each case of this clause (D), which would reasonably be expected to (1) result in a breach of any covenant, representation or warranty or any other obligation or agreement of IBTX contained in the Merger Agreement, or of the Shareholder contained in this Agreement, or (2) prevent, impede, delay, interfere with, postpone, discourage or frustrate the purposes of or adversely affect the consummation of the Transactions, including the Merger. The Shareholder agrees to exercise all voting or other determination rights such Shareholder has in any trust or other legal entity to carry out the intent and purposes of such Shareholder’s obligations in this paragraph and otherwise set forth in this Agreement. The Shareholder represents, covenants and agrees that, except for this Agreement, such Shareholder (x) has not entered into, and shall not enter into during the Support Period, any support or voting agreement or voting trust or similar agreement with respect to the Shares that would be inconsistent with such Shareholder’s obligations under this Agreement and (y) has not granted, and shall not grant during the Support Period, a proxy, consent or power of attorney with respect to the Shares except any proxy to carry out the intent of and the Shareholder’s obligations under this Agreement and any revocable proxy granted to officers or directors of IBTX at the request of the Board of Directors of IBTX in connection with election of directors or other routine matters at any annual or special meeting of the IBTX shareholders. The Shareholder represents, covenants and agrees that he, she or it has not entered into and will not enter into any agreement or commitment with any person the effect of which would be inconsistent with or otherwise |
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| violate any of the provisions and agreements set forth herein; provided that nothing in this sentence will prohibit any Permitted Transfer. |
| 5. | Representations of the Shareholder. The Shareholder represents and warrants as follows: (a) such Shareholder has full legal right, capacity and authority to execute and |
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| deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby; (b) this Agreement has been duly and validly executed and delivered by such Shareholder and constitutes a valid and legally binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, and no other action is necessary to authorize the execution and delivery of this Agreement by such Shareholder or the performance of such Shareholder’s obligations hereunder; (c) the execution and delivery of this Agreement by such Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Shares pursuant to, any agreement or other instrument or obligation binding upon such Shareholder or the Shares, nor require any authorization, consent or approval of, or filing with, any Governmental Entity (other than an amendment to such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission, if applicable); (d) such Shareholder beneficially owns and has the power to vote or direct the voting of the Shares, including all of such Shareholder’s Existing Shares as set forth on, and in the amounts set forth on, Schedule A hereto, which as of the date hereof constitute all of the shares of Common Stock beneficially owned by such Shareholder and its affiliates and represent the number of shares and voting power indicated on Schedule A hereto; (e) such Shareholder beneficially owns the Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement or under applicable federal or state securities laws or disclosed on such Shareholder’s Schedule 13D or 13G filed with the Securities and Exchange Commission); and (f) such Shareholder has read and is familiar with the terms of the Merger Agreement and the other agreements and documents contemplated herein and therein. The Shareholder agrees that such Shareholder shall not take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have the effect of preventing, impairing, delaying or adversely affecting the performance by such Shareholder of such Shareholder’s obligations under this Agreement; provided that nothing in this sentence will prohibit any Permitted Transfer. As used in this Agreement, the terms “beneficial owner,” “beneficially own” and “beneficial ownership” shall have the meaning set forth in Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| 6. | Publicity. The Shareholder hereby authorizes SouthState and IBTX to publish and disclose in any announcement or disclosure in connection with the Mergers, including in the S-4, the Joint Proxy Statement or any other filing with any Governmental Entity made in connection with the Mergers, such Shareholder’s identity and ownership of the Shares and the nature of such Shareholder’s obligations under this Agreement. The Shareholder agrees to notify SouthState as promptly as practicable of any inaccuracies or omissions in any information relating to such Shareholder that is so published or disclosed. The Shareholder shall, if applicable and required, promptly and in accordance with applicable law amend his, her or its Schedule 13D or 13G, as applicable, filed with the Securities and Exchange Commission to disclose this Agreement and shall provide a draft of such amendment to SouthState and IBTX for their review and comment. |
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| 7. | Entire Agreement. This Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person not a party to this Agreement any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Nothing in this Agreement shall, or shall be construed or deemed to, constitute a Transfer of any Shares or any legal or beneficial interest in or voting or other control over any of the Shares or as creating or forming a “group” for purposes of the Exchange Act, and all rights, ownership and benefits of and relating to the Shares shall remain vested in and belong to the Shareholder, subject to the agreements of the parties set forth herein. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or other like relationship between the parties. |
| 8. | Assignment; Third-Party Beneficiaries. This Agreement shall not be assigned by operation of law or otherwise and, except as provided herein, shall be binding upon and inure solely to the benefit of each party hereto and is not intended to confer upon any person other than the parties hereto any rights or remedies hereunder. |
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| this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 11. |
SouthState Corporation
1101 First Street South
Winter Haven, Florida 33880
Attention: John C. Corbett, CEO
Cc:Beth S. DeSimone, CRO and GC
Email: jcorbett@southstatebank.com
bdesimone@southstatebank.com
With a copy (which shall not constitute notice) to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Attention:George R. Bason, Jr.
Evan Rosen
E-mail:george.bason@davispolk.com
evan.rosen@davispolk.com
| 12. | Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision. |
| 13. | Amendments; Waivers. Any provision of this Agreement may be amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed (a) in the case of an amendment or modification, by SouthState and the Shareholder, and (b) in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. |
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| 15. | No Representative Capacity. Notwithstanding anything to the contrary herein, this Agreement applies solely to the Shareholder in such Shareholder’s capacity as a shareholder of IBTX, and, to the extent the Shareholder serves as a member of the board of directors or as an officer of IBTX, nothing in this Agreement shall limit or affect any actions or omissions taken by such Shareholder in such Shareholder’s capacity as a director or officer and not as a shareholder. |
| 16. | Certain Shareholder Matters. |
| a. | In this Agreement, references to the Shareholder which is a trust or similar entity shall be deemed to be to the relevant trust and/or the trustees thereof acting in their capacities as such trustees, in each case as the context may require to be most protective of SouthState, including for purposes of such Shareholder’s representations and warranties. |
| b. | If applicable, with respect to any shares of Common Stock over which the Shareholder has shared voting power, which are separately identified on Schedule A, the Shareholder shall exercise his individual voting power over such shares, to the extent within such Shareholder’s control, in a manner consistent with the Shareholder’s voting obligations under this Agreement with respect to the Shares, it being understood that the Shareholder shall not have the power to cause other persons to exercise their voting power accordingly. |
[Signature pages follow]
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties and is effective as of the date first set forth above:
[SHAREHOLDER] | ||
By: | | |
| Name: | |
| Title: | |
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SOUTHSTATE CORPORATION | ||
By: | | |
| Name: | John C. Corbett |
| Title: | Chief Executive Officer |
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Exhibit 99.1
News Release
SouthState Corporation to Acquire Texas-based Independent Bank Group, Inc. | For Immediate Release | |
Media Contact | ||
Jackie Smith, 803.231.3486 | ||
WINTER HAVEN, FL and MCKINNEY, TX – May 20, 2024 – SouthState Corporation (NYSE: SSB) (“SouthState”) and Independent Bank Group, Inc. (NASDAQ: IBTX) (“Independent Bank Group”) jointly announced today that they have entered into a definitive agreement under which SouthState will acquire Independent Bank Group, in an all-stock transaction valued at approximately $2 billion.
Independent Bank Group, based in McKinney, Texas, has approximately $18.9 billion in total assets, $15.7 billion in total deposits and $14.6 billion in total loans as of March 31, 2024, and operates in four market regions located in Dallas/Fort Worth, Austin and Houston areas in Texas and the Colorado Front Range. With a presence in 12 of the 15 fastest growing MSAs in the United States,(1) the combined company will have pro forma total assets of $65 billion, deposits of $55 billion, gross loans of $48 billion upon the completion of the transaction, and a market capitalization of approximately $8.2 billion, based on the closing stock price of SouthState as of May 17, 2024.
“I have known and respected David for several years, and I look forward to welcoming the Independent Bank Group team to our company and working together to capitalize on the great opportunities ahead of us,” said John C. Corbett, Chief Executive Officer of SouthState. “With a local, geographic management model, an industry-leading track record on credit and a presence in some of the best markets in the country, Independent Bank Group is a great fit with SouthState.”
“We are excited about the opportunity to join SouthState, a company whose culture, business model and credit discipline matches well with ours,” said David R. Brooks, Chairman and CEO of Independent Bank Group. “The combination of these two companies operating in growing markets provides a great opportunity for our Independent Bank Group teammates, clients and communities to flourish.”
Subject to the terms of the definitive agreement, Independent Bank Group shareholders will receive 0.60 shares of SouthState common stock for each outstanding share of Independent Bank Group common stock. Based on SouthState’s closing stock price of $80.85 as of May 17, 2024, this equates to a per share value of $48.51 and an aggregate transaction value of approximately $2 billion. Additionally, three Independent Bank Group directors, including David Brooks and Independent Bank Group’s Lead Independent Director G. Stacy Smith, will join both the SouthState Corporation board and the SouthState Bank board upon the completion of the transaction.
The transaction was approved by the boards of directors of SouthState and Independent Bank Group by the unanimous vote of directors present at their respective meetings. Completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of Independent Bank Group and SouthState. All members of the board of directors of Independent Bank Group and other significant shareholders collectively holding approximately 13.2% of Independent Bank Group’s common stock, have signed voting agreements in support of the transaction. All members of the board of directors of SouthState have also signed voting agreements in support of the transaction. The transaction is expected to close by the end of the first quarter of 2025.
Raymond James & Associates, Inc. is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel to SouthState in the transaction. Keefe, Bruyette & Woods, A Stifel Company, is serving as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Independent Bank Group in the transaction.
Joint Investor Conference Call
SouthState and Independent Bank Group will host a conference call to discuss the transaction at 8:30 a.m. Eastern Time today. To listen to the live call, please dial (800) 715-9871 within the U.S. and (646) 307-1963 for all other locations and advise the Operator of either the conference ID 3729076 or conference name. Participants may also pre-register for the conference by navigating to https://events.q4inc.com/attendee/917010286. Access detail will be provided via email upon completion of registration. The numbers for international participants are listed at https://events.q4irportal.com/custom/access/2324/. The live webcast, along with the related presentation, will be available on the Investor Relations section of each company’s website at http://www.southstatebank.com/ and
http://www.independent-bank.com. An audio replay is expected to be available the evening of May 20, 2024. To access the replay, dial (800) 770-2030 and use conference number 3729076, followed by # key.
About SouthState Corporation
SouthState Corporation (NYSE: SSB) is a financial services company headquartered in Winter Haven, Florida. SouthState Bank, N.A., the company's nationally chartered bank subsidiary, provides consumer, commercial, mortgage and wealth management solutions to more than one million customers throughout Florida, Alabama, Georgia, the Carolinas and Virginia. The bank also serves clients coast to coast through its correspondent banking division. Additional information is available at SouthStateBank.com.
About Independent Bank Group, Inc.
Independent Bank Group, Inc. is a bank holding company headquartered in McKinney, Texas. Through its wholly owned subsidiary, Independent Bank, doing business as Independent Financial, Independent Bank Group serves customers across Texas and Colorado with a wide range of relationship-driven banking services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group, Inc. operates in four market regions located in the Dallas/Fort Worth, Austin and Houston areas in Texas and the Colorado Front Range area, including Denver, Colorado Springs and Fort Collins. Additional information is available at Independent-Bank.com.
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Cautionary Statement Regarding Forward Looking Statements
This communication contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.’s (“IBTX”), SouthState Corporation’s (“SouthState”) or the combined company’s possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in IBTX’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, IBTX’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future operations, IBTX’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on IBTX’s, SouthState’s or the combined company’s operations, results of operations and financial condition, IBTX’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that IBTX and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding IBTX’s, SouthState’s and the combined company’s business, the economy and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of IBTX and SouthState. IBTX’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect IBTX’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in IBTX’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and SouthState providing for the acquisition of IBTX by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against IBTX or SouthState; (3) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals and
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other conditions to closing are not received or satisfied on a timely basis or at all (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); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which IBTX and SouthState operate; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) 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; (7) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of IBTX’s or SouthState’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (9) the dilution caused by SouthState’s issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState or IBTX; (11) general competitive, economic, political and market conditions; (12) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; (13) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of IBTX and SouthState 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.
These factors are not necessarily all of the factors that could cause IBTX’s, SouthState’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm IBTX’s, SouthState’s or the combined company’s results.
IBTX and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by IBTX and/or SouthState. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by IBTX or SouthState in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. IBTX and SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. IBTX and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, IBTX and SouthState caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, IBTX and SouthState caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.
If IBTX or SouthState update one or more forward-looking statements, no inference should be drawn that IBTX or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding IBTX, SouthState and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC.
Additional Information About the Transaction and Where to Find It
This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, SouthState will file with the SEC a Registration Statement on Form S-4 to register the shares of SouthState capital stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of SouthState and IBTX that also constitutes a prospectus of SouthState. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of SouthState and IBTX seeking their approval of the Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOUTHSTATE, IBTX, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by IBTX or SouthState through the website maintained by the SEC at http://www.sec.gov or from SouthState at its website, https://southstatecorporation.q4ir.com, or from IBTX at its website, https://ir.ifinancial.com. Documents filed with the SEC by SouthState will be available free of charge by accessing the “SEC Filings”
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tab of SouthState’s website at https://southstatecorporation.q4ir.com, or alternatively by directing a request by mail to SouthState’s Corporate Secretary, 1101 First Street South, Suite 202, Winter Haven, FL 33880, and documents filed with the SEC by IBTX will be available free of charge by accessing IBTX’s website at https://ir.ifinancial.com under the “SEC Filings” tab or, alternatively, by directing a request by mail to IBTX’s Corporate Secretary, 7777 Henneman Way, McKinney, TX 75070-1711.
Participants in the Solicitation
IBTX, SouthState and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of IBTX and SouthState in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of IBTX and SouthState and other persons who may be deemed to be participants in the solicitation of shareholders of IBTX and SouthState in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC.
Information about the directors and executive officers of IBTX and their ownership of IBTX common stock is also set forth in the definitive proxy statement for IBTX’s 2024 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 26, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000071/ibtx-20240425.htm). Information about the directors and executive officers of IBTX, their ownership of IBTX common stock, and IBTX’s transactions with related persons is set forth in the sections entitled “Our Board of Directors”, “Compensation Discussion & Analysis”, “CEO Pay Ratio” and “Pay Versus Performance” of such definitive proxy statement. To the extent holdings of IBTX common stock by the directors and executive officers of IBTX have changed from the amounts of IBTX common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of SouthState and their ownership of SouthState common stock can also be found in SouthState’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as filed with the SEC on March 8, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002793/ssb-20240424xdef14a.htm) and other documents subsequently filed by SouthState with the SEC. Information about the directors and executive officers of SouthState, their ownership of SouthState common stock, and SouthState ’s transactions with related persons is set forth in the sections entitled “Our Directors”, “Director Independence”, “Related Person and Certain Other Transactions”, “Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners”, “Director Compensation”, “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Executive Compensation”, “CEO Pay Ratio” and “Pay Versus Performance” of such definitive proxy statement, and the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 4, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm). To the extent holdings of SouthState common stock by the directors and executive officers of SouthState have changed from the amounts of SouthState common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: the Form 4s filed by Sara Arana on March 6, Daniel Bockhorst on March 4 and March 20, Renee Brooks on March 4 and March 19, Ronald Cofield on May 2, Shantella Cooper on May 2 and May 8, John Corbett on March 4, Jean Davis on May 2, Martin Bernard Davis on May 2, Beth DeSimone on March 4, Douglas Hertz on May 2 and May 8, Greg Lapointe on March 4 and March 5, William Matthews V on March 4, Richard Murray IV on March 4 and March 21, G. Ruffner Page Jr. on May 2 and May 8, William Pou Jr. on May 2, James Roquemore on May 2, David Salyers on May 2, Joshua Snively on May 2, Douglas Lloyd Williams on March 4 and Stephen Dean Young on March 4. Free copies of these documents may be obtained as described above.
4
| SouthState Acquisition of Independent Bank Group GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. May 20, 2024 |
| This communication contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.’s (“IBTX”), SouthState Corporation’s (“SouthState”) or the combined company’s possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in IBTX’s, SouthState’s or the combined company’s loan portfolio and allowance for credit losses, IBTX’s, SouthState’s or the combined company’s future capital structure or changes therein, the plan and objectives of management for future operations, IBTX’s, SouthState’s or the combined company’s future or proposed acquisitions, the future or expected effect of acquisitions on IBTX’s, SouthState’s or the combined company’s operations, results of operations and financial condition, IBTX’s, SouthState’s or the combined company’s future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is estimated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that IBTX and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding IBTX’s, SouthState’s and the combined company’s business, the economy and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of IBTX and SouthState. IBTX’s, SouthState’s and the combined company’s actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect IBTX’s, SouthState’s and the combined company’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in IBTX’s and SouthState’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and SouthState providing for the acquisition of IBTX by SouthState (the “Transaction”); (2) the outcome of any legal proceedings that may be instituted against IBTX or SouthState; (3) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (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); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which IBTX and SouthState operate; (5) disruption to the parties’ businesses as a result of the announcement and pendency of the Transaction; (6) 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; (7) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of IBTX’s or SouthState’s customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (9) the dilution caused by SouthState’s issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState or IBTX; (11) general competitive, economic, political and market conditions; (12) major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks; (13) the diversion of management’s attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of IBTX and SouthState 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. These factors are not necessarily all of the factors that could cause IBTX’s, SouthState’s or the combined company’s actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm IBTX’s, SouthState’s or the combined company’s results. IBTX and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by IBTX and/or SouthState. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by IBTX or SouthState in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. IBTX and SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. IBTX and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, IBTX and SouthState caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, IBTX and SouthState caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein. If IBTX or SouthState update one or more forward-looking statements, no inference should be drawn that IBTX or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding IBTX, SouthState and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC. CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS |
| Local Market Leadership Our business model supports the unique character of the communities we serve and encourages decision making by the banker that is closest to the customer. Long-Term Horizon We think and act like owners and measure success over entire economic cycles. We prioritize soundness before short-term profitability and growth. Remarkable Experiences We will make our customers’ lives better by anticipating their needs and responding with a sense of urgency. Each of us has the freedom, authority and responsibility to do the right thing for our customers. Meaningful and Lasting Relationships We communicate with candor and transparency. The relationship is more valuable than the transaction. Greater Purpose We enable our team members to pursue their ultimate purpose in life—their personal faith, their family, their service to community. The WHAT The HOW Guiding Principles Core Values Leadership The WHY To invest in the entrepreneurial spirit, pursue excellence and inspire a greater purpose. 3 |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. VISION 4 • Growth Company in High-Growth Markets Better not just Bigger • Distinct Geographic Business Model Ownership Culture • A Leadership Academy Growing Leaders |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. TRANSACTION RATIONALE 5 Financially Attractive • Significant EPS accretion with manageable tangible book value dilution • Peer leading pro forma profitability • Conservative modeling assumptions Well-Positioned for Future Success • Similar geographic business model with no market overlap promotes continuity with team members and customers • Increases scale to leverage the recent investments in technology and risk management • Acquisition and integration experience mitigates execution risk Strategically Compelling • Creates a $65 billion financial institution in the best growth markets in the United States • Diversifies footprint into similar high-growth markets with a base of deep local connections • Joins two granular customer bases with a history of resilient credit |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. Source: U.S. Census Bureau (Net Domestic Migration). POPULATION MIGRATION TO THE SOUTH 6 Top 10 States Net Domestic Migration 1. Florida 818,762 2. Texas 656,220 3. North Carolina 310,189 4. South Carolina 248,055 5. Arizona 218,247 6. Tennessee 207,097 7. Georgia 185,752 8. Idaho 104,313 9. Alabama 96,538 10. Oklahoma 80,064 |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. CREATING THE SOUTH’S LEADING REGIONAL BANK 7 Enhanced Scale Through Partnership(1) Powerful Operating Leverage(4) 343 Branch Locations #5 Largest Regional Bank in the South(3) Dominant Southern Franchise Presence in 12 of 15 Fastest Growing U.S. MSAs(2) Projected Population Growth Top 20% of U.S. MSAs highlighted in blue Pro Forma Branch Footprint $65B Assets $48B Loans $55B Deposits 1.3% ROAA 18.0% ROATCE 49% Efficiency (1) Projected balances at merger close. (2) Includes MSAs with greater than 1 million in total population. (3) Excludes Bank of America, Capital One Financial, and Truist Financial. (4) 2025 consensus estimates with cost savings fully phased in. SSB (251) IBTX (92) Virginia North Carolina South Carolina Georgia Florida Alabama Mississippi Louisiana Arkansas Tennessee Oklahoma Texas Colorado |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. North Texas 39 Branches Colorado Front Range 31 Branches Central Texas 8 Branches Greater Houston 13 Branches POSITIONED FOR THE FUTURE IN THE BEST U.S. GROWTH MARKETS 8 $4.5 $2.8 $1.9 $2.4 $6.5 $1.5 $1.7 $1.1 $1.1 $1.0 $7.4 $1.1 $1.5 $1.1 $1.7 Pro Forma Deposit Footprint $1.8 I-4 Corridor Colorado Denver Texas Louisiana Mississippi Alabama Tennessee Georgia Florida South Carolina Virginia Dallas San Antonio Houston Richmond Charlotte Raleigh Greenville Myrtle Beach Charleston Augusta Atlanta Jacksonville Gainesville Pensacola Tampa Sarasota Miami Huntsville Birmingham North Carolina Austin Fort Collins Colorado Springs Source: S&P Global, Company filings. Note 1: Deposit data as of 6/30/2023; Dollars in billions; Map includes all MSAs with more than $1B in deposits; Alabama and Virginia reflect aggregate state deposit balance. Note 2: I-4 Corridor includes Orlando, Daytona Beach, Tampa and Lakeland MSAs; Atlanta includes Atlanta-Sandy Springs-Alpharetta, Gainesville, and Athens-Clarke County MSAs. $0.5 Fort Lauderdale Columbia Orlando Savannah Mobile Pro Forma Deposits by State Florida 27% Texas 22% South Carolina 20% Georgia 16% Colorado 7% North Carolina 4% Alabama 4% Virginia 1% Oklahoma Arkansas Wilmington |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. 9 FINANCIAL IMPACT 27.3% 2025 EPS Accretion(2) 9.6% TBV Dilution 2.0 years TBV Earnback GAAP Excluding Rate Marks/CDI Excluding Rates/CDI/CECL(1) 20.4% 2025 EPS Accretion(2) 2.0% TBV Dilution 0.9 years TBV Earnback 16.5% 2025 EPS Accretion(2) 0.4% TBV Dilution 0.3 years TBV Earnback Strong Capital and Liquidity Enhanced Profitability Earnings and TBV Impact 10.4% CET1 Ratio 12.8% Total Risk-Based Capital Ratio 89% Loan-to-Deposit Ratio 1.34% 2025 ROAA(2) 18.0% 2025 ROATCE(2) 49.3% 2025 Efficiency Ratio(2) (1) Eliminates double count related to CECL. (2) For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings are fully phased-in and excludes one-time deal costs. |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. Source: FactSet. Consensus estimates as of 5/10/2024. Note 1: Gray bars in each graph represent the performance of the peers disclosed in SSB’s 2024 proxy, excluding acquired banks. Note 2: Median does not include SSB, IBTX, or the Pro Forma franchise. (1) For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings fully phased-in and excludes one-time deal costs. PRO FORMA PERFORMANCE VS. PEERS 10 1.53 1.45 1.35 1.34 1.26 1.23 1.18 1.14 1.12 1.11 1.08 1.05 1.05 1.04 1.01 1.00 0.99 0.82 0.82 0.81 0.80 0.77 0.64 0.34 36.3 44.6 46.4 49.3 52.4 52.8 53.4 54.1 55.8 56.5 56.7 56.8 57.5 58.3 58.7 59.0 59.0 59.5 60.1 62.0 64.4 64.8 65.4 76.6 2025E Efficiency Ratio (%) 2025E ROATCE (%) 2025E ROAA (%) Peer Median Pro Forma(1) 18.0 17.5 16.2 15.9 15.9 15.1 14.5 14.4 14.0 13.9 13.7 13.7 13.6 12.9 12.8 12.8 12.6 12.4 12.1 11.6 11.5 11.0 8.4 5.6 Peer Median Pro Forma(1) Peer Median Pro Forma(1) Benefit to SouthState +22 bps +440 bps -720 bps |
| Model Assumptions & Diligence |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. (1) Based on SSB's last trading price of $80.85 as of May 17, 2024 (2) Based on IBTX common shares of 41,377,478 and restricted stock units of 195,718 (3) For illustrative purposes, assumes cost savings are fully phased-in and before purchase accounting mark accretion DEAL OVERVIEW 12 Transaction Structure • Independent Bank Group, Inc. to merge into SouthState Corporation; Independent Bank to merge into SouthState Bank • 100% stock consideration • Fixed exchange ratio 0.60x SSB shares for each IBTX share Board of Directors and Management • 3 IBTX directors to be added to the current 11 members of the SSB Board • No change to the SouthState executive leadership team • Employment agreements in place for key geographic leaders in Texas and Colorado Ownership • 75.3% SouthState / 24.7% Independent Timing & Approvals • Anticipated closing by the end of the first quarter of 2025 • Subject to SSB and IBTX shareholder approvals and required regulatory approvals Transaction Value and Multiples • Per Share Consideration: $48.51, equivalent to 10% premium(1) • Aggregate transaction value of $2.0 billion(2) • Price / Tangible Book Value Per Share of 1.48x • Price / 2025E Consensus EPS of 12.0x • Price / 2025E Consensus EPS with cost savings of 9.1x(3) |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. FINANCIAL ASSUMPTIONS 13 Earnings Projections • Based on consensus estimates for remaining periods of 2024 and 2025 with 5% and 5% annual long-term net income growth for SouthState and Independent, respectively Interest Rate Marks • $383.2 million pre-tax rate write-down on Independent's loans (accreted into earnings over 3 years using straight-line amortization) • $38.0 million pre-tax write-down on held-to-maturity securities (proceeds reinvested) • $29.5 million pre-tax write-down on subordinated debt (amortized over 5.7 years straight-line) • $11.9 million pre-tax write-up on trust preferred debt (amortized over 10 years straight-line) Merger Costs • $175 million pre-tax merger expenses fully reflected in pro forma TBV dilution at closing Targeted Cost Savings / Revenue Synergies • Cost savings of 25% of Independent’s 2025 non-interest expense base, grown at 3% per year • Expected to be realized 50% in 2025, 100% thereafter • Revenue synergies expected but not included in announced financial metrics Loan Credit Mark Estimates & CECL Double Count • $207 million gross loan credit mark or 1.42% of Independent's total loans o $103.5 million (50%) allocated to purchase credit deteriorated (PCD) loans o $103.5 million (50%) allocated to non-PCD loans (accreted into earnings over 3 years using straight-line amortization) • Day two CECL reserve of $103.5 million non-PCD credit mark CDI • Core deposit intangible of 3.0% of Independent's core deposits (amortized over 10 years using sum-of-years-digits) Other Assumptions • Sale and reinvestment of Independent’s investment portfolio |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. COMPREHENSIVE DUE DILIGENCE PROCESS 14 Diligence Focus Areas Credit & Underwriting Consumer Banking Mortgage Banking Funding Strategy Tax Commercial Banking Enterprise Risk Management Data Privacy & Cybersecurity Intellectual Property Information Technology Third Party Risk Management Tech & Operations Focus Points Revenue Creating Units ALCO, Treasury & Investments Finance & Accounting Human Resources Legal, Regulatory & Compliance Back Office Wealth Management Due Diligence Overview • Completed a coordinated comprehensive due diligence review with 160+ internal bank employees from SouthState & Independent, along with 50+ outside professionals and attorneys • Track record of successful integration and realization of cost savings • Management meetings held at Independent to address questions and gain clarity during due diligence process Credit Review • Chief Credit Officer has completed 46 due diligence reviews since 2010 • Cross-section analysis of the loan portfolio’s performance, review of loan terms and structure, and borrower’s continued ability to service their debt • Additional focus on underwriting standards and credit culture • Scope of diligence review on Independent’s portfolio included: – 60% of NOOCRE portfolio – 88% of office portfolio – 94% of criticized loans – 89% of watch loans |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. HISTORY OF RESILIENT CREDIT 15 Source: S&P Global. Note 1: Latest data as of 3/31/2024. Note 2: Gray line represents aggregate data of peers disclosed in SSB’s 2024 proxy, excluding acquired banks. 0.00% 1.00% 2.00% 3.00% 4.00% '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23 Q1 '24 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 '20 '21 '22 '23 Q1 '24 Net Charge-Offs / Average Loans SSB IBTX 0.03% 0.00% 0.19% Peak NCOs: 0.31% Peak NCOs: 1.94% Peak NCOs: 1.89% 0.55% 0.38% 0.76% Non-Performing Loans / Total Loans Peak NPLs: 3.68% Peak NPLs: 2.80% Peak NPLs: 1.92% SSB Peer Group |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. INDEPENDENT BANK: COMMERCIAL REAL ESTATE PORTFOLIO DETAILS 16 Mulitfamily 12.4% Office and Office Warehouse 18.7% Retail 30.2% Industrial 11.7% NOOCRE Composition $6.6B Total Balance Diversified and Granular CRE Portfolio $33.1M Largest Loan $1.7M Average Loan Size 4.3% Top 10 Loan Relationships / Total Loans 57% Average Loan to Value 1.68x Average Debt Service Coverage Ratio 2.50% Criticized Loans 0.41% Non-Accrual Loans / Total Loans Sound Underwriting Metrics Retail 36% Office and Office Warehouse 17% Multifamily Industrial 14% 12% Hotel/Motel 6% Health Care 3% MH/RV Park 2% Mini Storage 2% Assisted Living 2% C-Store 2% Restaurant 1% Miscellaneous 3% Note: As of 3/31/2024. |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. PREPARED FOR GROWTH THROUGH SIGNIFICANT TECH INVESTMENTS 17 *Actual 2020 Annual Tech Spend compared to Projected 2024 Tech Spend (includes FTEs, Software, Depreciation, Professional Fees, etc. Expanded Capabilities & Scale Increased Annual Tech Spend by ~$68 million or 76% since 2020* Replaced and/or added 20+ Best in Class Platforms Consumer Mobile/Online |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. COMMITMENT TO OUR COMMUNITIES 18 > 20,400 Combined volunteer service hours > $100 Million Combined community development investments and grants to foster economic development and affordable housing projects > $547 Million Combined community development loans > $582 Million Combined affordable lending mortgage programs Note: Combined for both banks during 2023. |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. COMMITMENT TO OUR COMMUNITIES 19 • Federally qualified health center striving to eliminate racial and socio-economic disparities in underserved communities • Independent Bank provided seed money to start the clinic in 2019 and raised money to build the flagship 25,000 square foot building • 150% growth in patient volume since opening in 2019 • 32% average increase for unique patients • 30% average increase for clinic visits • Based in McKinney, Texas |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. 20 THE COMBINED COMPANY $65B Total Assets $48B Total Loans $55B Total Deposits $8.2B Market Cap 1.5M+ Accounts 5.5% ’24 – ’29 Projected Population Growth Colorado Denver Texas Louisiana Mississippi Alabama Tennessee Georgia Florida South Carolina Virginia Dallas San Antonio Houston Richmond Charlotte Raleigh Greenville Myrtle Beach Charleston Augusta Atlanta Jacksonville Pensacola Gainesville Tampa Sarasota Miami Huntsville Birmingham North Carolina Austin Fort Collins Colorado Springs Arkansas Oklahoma Fort Lauderdale Columbia Orlando Savannah Mobile Wilmington Note: Projected metrics at merger close; market cap based on the closing stock price of SouthState as of May 17, 2024. |
| Appendix |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. I N D E P E N D E N T B A N K G R O U P, I N C . S N A P S H OT 22 Denver Austin Houston Dallas 92 Branches 1,511 Employees 1988 Year Founded Corporate Info and Footprint Headquarters: McKinney, Texas Ticker: NASDAQ: IBTX Chairman & CEO: David R. Brooks Markets: Metro Texas | Denver Balance Sheet Total Assets: $18.9B Net Loans: $14.5B Total Deposits: $15.7B Tangible Common Equity: $1.4B Asset Quality NPAs / Assets: 0.34% LLR / Gross Loans: 1.01% LLR / NPAs: 231% NCOs / Avg. Loans: 0.00% Capital Ratios TCE / TA: 7.62% Leverage Ratio: 8.91% CET1 Ratio: 9.60% Total Capital Ratio: 11.68% • Founder-led organization • High community involvement • Conservative credit culture with history of resilient asset quality • Granular loan portfolio with deep relationships across footprint in Texas and Colorado A Unique Community Bank Growth Story San Antonio Source: S&P Global. Note: Financials as of 3/31/2024. Strong Asset Growth ~23% 10-Year Compound Annual Growth Rate |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% $60,000 $70,000 $80,000 $90,000 $100,000 $110,000 $120,000 '24 - '29 Projected Population Growth 2029 Projected HHI Income Source: S&P Global. Financial data as of 3/31/2024; Demographic data as of 6/30/2023. Note: Demographic data deposit weighted by county. (1) Includes major exchange traded banks in the Southeast and Texas with $10 billion to $100 billion in total assets. BEST IN CLASS: GROWTH MARKETS 23 Demographic Profile of the South Banking Universe(1) Bubble Size Represents Total Assets ’24 – ’29 Projected Population Growth (%) ’24 – ’29 Projected Median HHI Growth (%) ’29 Projected Median HHI ($) 5.4% 5.7% 5.5% 2.4% SSB IBTX Pro Forma National Average $77,027 $100,368 $83,741 $83,550 SSB IBTX Pro Forma National Average 9.3% 7.6% 8.8% 10.1% SSB IBTX Pro Forma National Average |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. PRO FORMA LOAN COMPOSITION 24 Source: S&P Global and Company filings. (1) SSB holding company data is used for the quarter ended March 31, 2024; IBTX bank level data is used for the quarter ended March 31, 2024. (2) Consolidated yield on loans. Note 1: Pro forma information does not include purchase accounting adjustments. Annualized Yield on Loans(2): 5.73% CRE Concentration: 235% C&D Concentration: 49% Annualized Yield on Loans(2): 5.93% CRE Concentration: 405% C&D Concentration: 81% Annualized Yield on Loans(2): 5.76% CRE Concentration: 285% C&D Concentration: 58% Total Loans: $32.7B Total Loans: $14.6B Total Loans: $47.4B Loan Composition SouthState Corporation(1) Independent Bank Group, Inc.(1) Pro Forma Company 1-4 Family 21% Other CRE & Multifamily 30% Owner-Occ. CRE 17% C&D 7% Home Equity 4% C&I 17% Consumer & Other 4% 1-4 Family 11% Other CRE & Multifamily 45% Owner-Occ. CRE 12% C&D 11% Home Equity 1% C&I 13% Consumer & Other 7% 1-4 Family 18% Other CRE & Multifamily 35% Owner-Occ. CRE 16% C&D Home Equity 8% 3% C&I 16% Consumer & Other 5% |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. PRO FORMA DEPOSIT COMPOSITION 25 Non-interest Bearing 26% IB, MMDA & Savings 58% Retail CDs (<$250K) 12% Jumbo CDs (>$250K) 4% Non-interest Bearing 21% IB, MMDA & Savings Retail CDs 52% (<$250K) 20% Jumbo CDs (>$250K) 7% Non-interest Bearing 29% IB, MMDA & Savings 60% Retail CDs (<$250K) 9% Jumbo CDs (>$250K) 3% Total Deposits: $37.3B Total Deposits: $15.7B Total Deposits: $53.0B Deposit Composition SouthState Corporation Independent Bank Group, Inc. Pro Forma Company Annualized Cost of Deposits(1): 1.74% Loans / Deposits: 88% Uninsured / Total Deposits: 36% Annualized Cost of Deposits(1): 3.16% Loans / Deposits: 93% Uninsured / Total Deposits: 40% Annualized Cost of Deposits(1): 2.13% Loans / Deposits: 89% Uninsured / Total Deposits: 37% Source: S&P Global and Company filings. (1) Consolidated cost of deposits. Note 1: Bank level data is used for the quarter ended March 31, 2024. Note 2: Pro forma information does not include purchase accounting adjustments. |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. ONGOING CAPITAL GENERATION 26 Capital Ratios At Close(1) Combined Earnings and Cost Savings(2) Interest Rate Marks(2) 8.6% Leverage Ratio 10.4% CET1 Ratio 12.8% Total Risk-Based Capital Ratio (1) Assumes transaction closes on 3/31/2025. (2) For illustrative purposes, assumes transaction closes on 1/1/2025. (3) Reflects fully-phased in run-rate cost savings of $89.3 million. (4) Prior to risk-weighted assets growth. ~$293 million accreted through earnings over the next 3 years(5) (5) Reflects after-tax interest rate marks flowing through earnings post close. SSB 2025E Earnings $526.9 IBTX 2025E Earnings $167.0 2025 After-tax Run-Rate Cost Savings(3) $70.5 Core Earnings Power $764.4 (Less) Dividends Paid $214.4 Core Retained Earnings $550.0 +108bps CET1 annually(4) +57bps CET1(4) |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. ILLUSTRATIVE PRO FORMA EARNINGS ACCRETION RECONCILIATION 27 Dollars in millions; excluding per share data 2025E SSB Earnings (Mean Consensus Estimates GAAP) $526.9 IBTX Earnings (Mean Consensus Estimates GAAP) $167.0 Combined Earnings $693.9 Run-Rate Cost Savings $70.5 Accretion of Interest Rate Marks $97.8 Accretion Non-PCD Credit Mark $27.3 Incremental Income on Loan / Securities Portfolio Sale and Securities Reinvestment $33.0 Amortization of Core Deposit Intangibles ($49.3) Other Adjustments(2) $16.0 Pro Forma Earnings $889.2 Standalone Avg. Diluted Shares Outstanding (Millions) 76.6 Standalone EPS $6.88 Pro Forma Avg. Diluted Shares Outstanding (Millions) 101.5 Pro Forma EPS $8.76 EPS Accretion ($) $1.88 EPS Accretion (%) 27.3% (1) For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings are fully phased-in and excludes one-time deal cost expense. (2) Includes elimination of existing target amortization, recovery of target loan loss provision and secondary interest effects of opportunity cost of cash. Illustrative Fully Phased-In 2025E EPS Accretion(1) |
| GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. TANGIBLE BOOK VALUE DILUTION RECONCILIATION 28 $ Millions Millions of Shares $ Per Share SSB Tangible Book Value at Close (3/31/2025) $3,881.5 76.2 $50.95 Equity Consideration to IBTX 2,024.5 24.9 Core Deposit Intangibles (342.9) Goodwill Created (716.8) Restructuring Cost Attributable to SSB (104.9) Establishment of Day 2 Non-PCD Reserve (81.8) Pro Forma Tangible Book Value $4,659.7 101.1 $46.07 SSB Tangible Book Value Per Share Accretion / (Dilution) ($) ($4.87) SSB Tangible Book Value Per Share Accretion / (Dilution) (%) (9.6%) TBVPS Earnback (years) 2.0 Tangible Book Value Dilution Detail Calculation of Intangibles Created $ Millions Aggregate Transaction Value $2,005.8 IBTX Tangible Common Equity at Close (3/31/2025) 1,421.7 (Less) Restructuring Cost Attributable to IBTX 35.1 Adjusted IBTX Tangible Common Equity 1,386.7 Net Credit Mark (52.2) Rate Marks (403.7) Core Deposit Intangible 342.9 Net Adjustments (112.9) Deferred Tax Asset / (liability) Created 34.0 Goodwill Created $698.1 |
| NO OFFER OR SOLICITATION This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT This communication does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any securities or a solicitation of any vote or approval. In connection with the Transaction, SouthState will file with the SEC a Registration Statement on Form S-4 to register the shares of SouthState capital stock to be issued in connection with the Transaction. The Registration Statement will include a joint proxy statement of SouthState and IBTX that also constitutes a prospectus of SouthState. The definitive joint proxy statement/prospectus will be sent to the shareholders of each of SouthState and IBTX seeking their approval of the Transaction and other related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING SOUTHSTATE, IBTX, THE TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by IBTX or SouthState through the website maintained by the SEC at http://www.sec.gov or from SouthState at its website, https://southstatecorporation.q4ir.com, or from IBTX at its website, https://ir.ifinancial.com. Documents filed with the SEC by SouthState will be available free of charge by accessing the “SEC Filings” tab of SouthState’s website at https://southstatecorporation.q4ir.com, or alternatively by directing a request by mail to SouthState’s Corporate Secretary, 1101 First Street South, Suite 202, Winter Haven, FL 33880, and documents filed with the SEC by IBTX will be available free of charge by accessing IBTX’s website at https://ir.ifinancial.com under the “SEC Filings” tab or, alternatively, by directing a request by mail to IBTX’s Corporate Secretary, 7777 Henneman Way, McKinney, TX 75070-1711. PARTICIPANTS IN THE SOLICITATION IBTX, SouthState and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of IBTX and SouthState in connection with the Transaction under the rules of the SEC. Information about the interests of the directors and executive officers of IBTX and SouthState and other persons who may be deemed to be participants in the solicitation of shareholders of IBTX and SouthState in connection with the Transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus related to the Transaction, which will be filed with the SEC. Information about the directors and executive officers of IBTX and their ownership of IBTX common stock is also set forth in the definitive proxy statement for IBTX’s 2024 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 26, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000071/ibtx-20240425.htm). Information about the directors and executive officers of IBTX, their ownership of IBTX common stock, and IBTX’s transactions with related persons is set forth in the sections entitled “Our Board of Directors”, “Compensation Discussion & Analysis”, “CEO Pay Ratio” and “Pay Versus Performance” of such definitive proxy statement. To the extent holdings of IBTX common stock by the directors and executive officers of IBTX have changed from the amounts of IBTX common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information about the directors and executive officers of SouthState and their ownership of SouthState common stock can also be found in SouthState’s definitive proxy statement in connection with its 2024 Annual Meeting of Stockholders, as filed with the SEC on March 8, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002793/ssb-20240424xdef14a.htm) and other documents subsequently filed by SouthState with the SEC. Information about the directors and executive officers of SouthState, their ownership of SouthState common stock, and SouthState ’s transactions with related persons is set forth in the sections entitled “Our Directors”, “Director Independence”, “Related Person and Certain Other Transactions”, “Stock Ownership of Directors, Executive Officers, and Certain Beneficial Owners”, “Director Compensation”, “Compensation Discussion and Analysis”, “Compensation Committee Report”, “Executive Compensation”, “CEO Pay Ratio” and “Pay Versus Performance” of such definitive proxy statement, and the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of SouthState’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on March 4, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm). To the extent holdings of SouthState common stock by the directors and executive officers of SouthState have changed from the amounts of SouthState common stock held by such persons as reflected therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC, including: the Form 4s filed by Sara Arana on March 6, Daniel Bockhorst on March 4 and March 20, Renee Brooks on March 4 and March 19, Ronald Cofield on May 2, Shantella Cooper on May 2 and May 8, John Corbett on March 4, Jean Davis on May 2, Martin Bernard Davis on May 2, Beth DeSimone on March 4, Douglas Hertz on May 2 and May 8, Greg Lapointe on March 4 and March 5, William Matthews V on March 4, Richard Murray IV on March 4 and March 21, G. Ruffner Page Jr. on May 2 and May 8, William Pou Jr. on May 2, James Roquemore on May 2, David Salyers on May 2, Joshua Snively on May 2, Douglas Lloyd Williams on March 4 and Stephen Dean Young on March 4. Free copies of these documents may be obtained as described above. ADDITIONAL INFORMATION 29 |
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