COLUMBIA, S.C. & AUGUSTA, Ga.--(BUSINESS WIRE)--
South State Corporation (NASDAQ:SSB) and Southeastern Bank Financial
Corporation (OTCQB:SBFC) jointly announced today the signing of a
definitive merger agreement. The combination of these two companies
creates a premier franchise in the Carolinas and Georgia.
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Founded in 1989 and headquartered in Augusta, Georgia, Southeastern is
the holding company for Georgia Bank & Trust Company of Augusta and also
operates as Southern Bank & Trust in Aiken County, South Carolina.
Augusta is the second largest MSA in GA and Georgia Bank & Trust is the
largest bank headquartered in the Augusta metro market, where it is
ranked second in market share. This opportunity combines two
organizations that have a similar culture, offer the same four lines of
business and allow for all 12 banking branches to remain open.
“We are pleased to announce this partnership with Georgia Bank & Trust.
As the leading bank in the Augusta and Aiken markets, the company has a
great reputation and a great team of bankers,” said Robert R. Hill, Jr.,
CEO of South State Corporation. “Our teams and our company cultures are
very similar and we look forward to enhancing customer relationships and
continuing the legacy of service in these communities.”
As of March 31, 2016, Southeastern Bank Financial Corporation had
approximately $1.9 billion in assets, $1.6 billion in deposits and $1.0
billion in loans. Upon completion of the transaction, the combined
company will have approximately $10.5 billion in total assets, $8.7
billion in total deposits, $7.2 billion in total loans and a network of
133 branches in the Carolinas and Georgia.
“We are pleased to be merging with a high-performing regional bank that
has similar company values and culture for our employees, customers and
shareholders,” said R. Daniel Blanton, CEO of Southeastern Bank
Financial Corporation. “We are excited to join with a like-minded
regional bank that can build on our success and take it to a higher
level for the good of our community and customers. Together, we will
strengthen our position as a premier bank in the Southeast.”
The merger agreement has been unanimously approved by the board of
directors of each company. Pending regulatory and shareholder approvals,
the closing and system conversion is scheduled to occur in the first
quarter of 2017. At the closing, Southeastern Bank Financial Corporation
will be merged into South State Corporation, and Southeastern’s bank
subsidiary, Georgia Bank & Trust Company of Augusta, will be merged into
South State’s bank subsidiary, South State Bank.
Under the terms of the agreement, shareholders of Southeastern Bank
Financial Corporation will receive 0.7307 shares of SSB common stock for
each share of SBFC common stock. The stock issuance is valued at
approximately $335 million in the aggregate, based on 6,746,897 shares
of SBFC common stock outstanding and on South State’s June 15, 2016
closing stock price of $67.68.
SSB will host a conference call to discuss the transaction at 10:00 a.m.
EST on Friday, June 17, 2016. Callers wishing to participate may call
toll-free by dialing (877) 506-9272. The number for international
participants is (412) 380-2004. The conference ID number is 10087433. To
expedite access, please state your name and your company name when you
reach an operator. Participants can also listen to the live audio
webcast through the Investor Relations section of www.SouthStateBank.com.
A replay will be available from 2 p.m. Eastern Time on June 17, 2016
until 9 a.m. on July 1, 2016. To listen to the replay, dial (877)
344-7529 or (412) 317-0088. The passcode is 10087433. The event will
also be archived and available beginning June 17 by midnight Eastern
Time in the Investor Relations section of www.SouthStateBank.com.
Keefe, Bruyette, & Woods, Inc. served as financial advisor and Wachtell,
Lipton, Rosen & Katz provided legal counsel to South State Corporation.
Sandler O’Neill + Partners, L.P. served as financial advisor and Bryan
Cave LLP served as legal counsel to Southeastern Bank Financial
Corporation.
South State Corporation is the largest bank holding company
headquartered in South Carolina. Founded in 1933, the company’s primary
subsidiary, South State Bank, has been serving the financial needs of
its local communities in 24 South Carolina counties, 13 Georgia counties
and 4 North Carolina counties for over 80 years. South State Corporation
has assets of approximately $8.7 billion and its stock is traded under
the symbol SSB on the NASDAQ Global Select Market. More information can
be found at www.SouthStateBank.com.
Southeastern Bank Financial Corp. is the $1.9 billion-asset bank
holding company of Georgia Bank & Trust Company of Augusta (GB&T). GB&T
is the largest locally owned and operated community bank in the Augusta
metro market, with nine full-service Augusta-area offices, three
full-service offices in Aiken County, S.C., operating as Southern Bank &
Trust and one limited service Loan Production Office in Athens, Ga. The
company also has mortgage operations in Augusta and Savannah. The bank’s
focus is primarily on real estate, commercial and consumer loans to
individuals, small to medium-sized businesses and professionals, and
also provides wealth management and trust services. The company's common
stock is publicly traded under the symbol SBFC on OTCQB. Investors can
find Real-Time quotes and market information for the Company on www.otcmarkets.com
or by visiting the Company's website, www.georgiabankandtrust.com.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this communication which are not historical in
nature are intended to be, and are hereby identified as, forward looking
statements for purposes of the safe harbor provided by Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words “may,” “will,” “anticipate,” “should,” “would,”
“believe,” “contemplate,” “expect,” “estimate,” “continue,” “may,” and
“intend,” as well as other similar words and expressions of the future,
are intended to identify forward looking statements. South State
Corporation (“SSB”) cautions readers that forward looking statements are
subject to certain risks and uncertainties that could cause actual
results to differ materially from anticipated results. Such risks and
uncertainties, include, among others, the following possibilities: the
occurrence of any event, change or other circumstances that could give
rise to right of one or both of the parties to terminate the definitive
merger agreement between SSB and Southeastern Bank Financial Corporation
(“SBFC”); the outcome of any legal proceedings that may be instituted
against SSB or SBFC; the failure to obtain necessary regulatory
approvals (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), and shareholder approvals or to
satisfy any of the other conditions to the transaction on a timely basis
or at all; the possibility that the anticipated benefits of the
transaction are not realized when expected or at all, including as a
result of the impact of, or problems arising from, the integration of
the two companies or as a result of the strength of the economy and
competitive factors in the areas where SSB and SBFC do business; the
possibility that the transaction may be more expensive to complete than
anticipated, including as a result of unexpected factors or events;
diversion of management’s attention from ongoing business operations and
opportunities; potential adverse reactions or changes to business or
employee relationships, including those resulting from the announcement
or completion of the transaction; SSB’s ability to complete the
acquisition and integration of SBFC successfully; credit risk associated
with an obligor’s failure to meet the terms of any contract with the
bank or otherwise fail to perform as agreed; interest risk involving the
effect of a change in interest rates on both the bank’s earnings and the
market value of the portfolio equity; liquidity risk affecting the
bank’s ability to meet its obligations when they come due; price risk
focusing on changes in market factors that may affect the value of
traded instruments in “mark-to-market” portfolios; transaction risk
arising from problems with service or product delivery; compliance risk
involving risk to earnings or capital resulting from violations of or
nonconformance with laws, rules, regulations, prescribed practices, or
ethical standards; strategic risk resulting from adverse business
decisions or improper implementation of business decisions; reputation
risk that adversely affects earnings or capital arising from negative
public opinion; terrorist activities risk that results in loss of
consumer confidence and economic disruptions; cybersecurity risk related
to SSB’s dependence on internal computer systems and the technology of
outside service providers, as well as the potential impacts of
third-party security breaches, subjects the company to potential
business disruptions or financial losses resulting from deliberate
attacks or unintentional events; economic downturn risk resulting
changes in the credit markets, greater than expected noninterest
expenses, excessive loan losses and other factors and the implementation
of federal spending cuts currently scheduled to go into effect; and
other factors that may affect future results of SSB and SBFC. Additional
factors that could cause results to differ materially from those
described above can be found in SSB’s Annual Report on Form 10-K for the
year ended December 31, 2015 and in its subsequent Quarterly Reports on
Form 10-Q, including for the quarter ended March 31, 2016, each of which
is on file with the Securities and Exchange Commission (the “SEC”) and
available in the “Investor Relations” section of SSB’s website, http://www.southstatebank.com,
under the heading “SEC Filings” and in other documents SSB files with
the SEC, and in SBFC’s Annual Report on Form 10-K for the year ended
December 31, 2015 and in its subsequent Quarterly Reports on Form 10-Q,
including for the quarter ended March 31, 2016, each of which is on file
with the SEC and in other documents SBFC files with the SEC.
All forward-looking statements speak only as of the date they are made
and are based on information available at that time. Neither SSB nor
SBFC assumes any obligation to update forward-looking statements to
reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence of
unanticipated events except as required by federal securities laws. As
forward-looking statements involve significant risks and uncertainties,
caution should be exercised against placing undue reliance on such
statements.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction between SSB and SBFC, SSB
will file with the SEC a Registration Statement on Form S-4 that will
include a Joint Proxy Statement of SSB and SBFC and a Prospectus of SSB,
as well as other relevant documents concerning the proposed transaction.
The proposed transaction involving SSB and SBFC will be submitted to
SBFC’s shareholders and SSB’s shareholders for their consideration. 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. SHAREHOLDERS OF SSB AND SHAREHOLDERS OF SBFC ARE URGED TO READ
THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS
REGARDING THE TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Shareholders will be able to obtain a free copy of the
definitive joint proxy statement/prospectus, as well as other filings
containing information about SSB and SBFC, without charge, at the SEC’s
website (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by directing
a request to South State Corporation, 520 Gervais Street, Columbia,
South Carolina 29201, Attention: John C. Pollok, Senior Executive Vice
President, CFO and COO, (800) 277-2175 or to Southeastern Bank Financial
Corporation, 4487 Columbia Road, Martinez, Georgia 30907, Attention:
Darrell R. Rains, Executive Vice President and Chief Financial Officer,
(706) 738-1378.
PARTICIPANTS IN THE SOLICITATION
SSB, SBFC, and certain of their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding
SSB’s directors and executive officers is available in its definitive
proxy statement, which was filed with the SEC on March 4, 2016, and
certain of its Current Reports on Form 8-K. Information regarding SBFC’s
directors and executive officers is available in its definitive proxy
statement, which was filed with SEC on March 30, 2016, and certain of
its Current Reports on Form 8-K. Other information regarding the
participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be
contained in the joint proxy statement/prospectus and other relevant
materials filed with the SEC. Free copies of this document may be
obtained as described in the preceding paragraph.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160617005130/en/
South State Corporation
Analyst Contact:
Jim
Mabry, 843-529-5593
or
Media Contact:
Donna
Pullen, 803-765-4558
or
Southeastern Bank Financial
Corporation
Analyst and Media Contact:
Ron Thigpen,
706-481-1014
Source: South State Corporation