WINTER
HAVEN, Fla. and MCKINNEY,
Texas, May 20, 2024 /PRNewswire/
-- 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.
|
(1) S&P Global;
Includes MSAs with greater than one million in total
population.
|
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.
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 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" 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.
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SOURCE SouthState Corporation