Mergers & Acquisitions

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Deal Overview

Buyer:
South State Corporation
Actual Acquirer:
South State Corporation
Target:
CenterState Bank Corporation
Deal Type:
Bank & Thrift Company
Agreement Date:
1/25/2020
Announcement Date:
1/27/2020
Announced Deal Value ($ M):
3,220.64
Status:
Completed
Completion Date:
6/7/2020
Announced Deal Value Per Share ($ )
25.66

Consideration Breakout
Common Stock ($M) 2,263.7
Common Stock Issued 37,271,070

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 110.90 78.22
Price / Tangible Book (%) 201.04 142.51
Price / Earnings (x) 13.72 10.70
Price / Deposits (%) 24.52 16.06
Price / Assets (%) 18.79 12.19
Tangible Book Premium/ Deposits (%) 13.70 5.38
Deal Terms
Description of Consideration

CenterState Bank Corp. merged with South State Corp. in a merger of equal transaction, whereby South State Corp. issued 0.3001 share of its common stock for each outstanding common stock of CenterState Bank Corp. In addition to this, South State Corp. also assumed $287.5 million debt of CenterState Bank Corp., out of which $200.0 million in aggregate principal amount of 5.750% fixed-to-floating rate subordinated notes were issued by CenterState Bank Corp. on May 29, 2020. As a result of this transaction, CenterState Bank Corp. shareholders owned approximately 53% and South State Corp. shareholders owned approximately 47% of the combined company.

Accounting Method Acquisition
In-State Transaction? No
Merger of Equals? Yes
Geographic Expansion? Market Expansion
Goodwill Generated ($ 000) 605,445
Estimated Cost Savings (%) NA
Estimated Cost Savings ($ 000) NA
Est. Restructuring Charges ($ 000) 205,000
Maximum Termination Fee ($ 000) 120,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.300100
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 125,900
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Piper Sandler & Co.
Seller Yes Keefe Bruyette & Woods Inc.
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Wachtell Lipton Rosen & Katz
Seller Yes Davis Polk & Wardwell LLP