South State and CenterState to Combine in Merger of Equals to Create Leading Southeast Regional Bank

CenterState Bank Corporation (NASDAQ: CSFL) (“CenterState”), the parent company of CenterState Bank, and South State Corporation (NASDAQ: SSB) (“South State”), the parent company of South State Bank, jointly announced today that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals with a total market value of approximately $6 billion to create a leading Southeastern-based regional bank.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20200127005197/en/

(L-R) Robert R. Hill, Jr., South State Corporation CEO, and John C. Corbett, CEO of CenterState Bank, have announced a merger of equals to create a leading Southeast regional bank. (Photo: Business Wire)

Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, CenterState shareholders will receive 0.3001 shares of South State common stock for each share of CenterState common stock they own. CenterState shareholders will own approximately 53% and South State shareholders will own approximately 47% of the combined company.

The combined company will operate under the South State Bank name and will trade under the South State ticker symbol SSB on the Nasdaq stock market. The company will be headquartered in Winter Haven, Florida and will maintain a significant presence in Columbia and Charleston, South Carolina; Charlotte, North Carolina; and Atlanta, Georgia.

Robert R. Hill, Jr., CEO of South State, will serve as Executive Chairman of the combined company. John C. Corbett, CEO of CenterState, will be CEO of the combined company. The Board of Directors of the combined company will consist of sixteen directors evenly split between the two legacy companies.

“We are excited to partner with CenterState,” said Robert R. Hill, Jr. “We have great respect for John, the management team and the company CenterState has built. This is a great combination of cultures, which will create tremendous value for our shareholders.”

“We have known and admired Robert and his team for over a decade, and we believe our two organizations are an outstanding fit,” said John C. Corbett, CEO of CenterState. “Combining these two high-performing teams will allow us to build an even stronger company together.”

Strategically Compelling for Both Organizations

• Enhanced Scale to Drive Growth and Improve Profitability: The pro forma organization, with approximately $34 billion in assets and $26 billion in deposits, combines two high-quality companies with comparable credit and management philosophies.
• Strengthens Both Companies: This merger combines two highly respected management teams operating complementary business lines. It also diversifies the geographies of each company into a contiguous six-state footprint, spanning from Florida to Virginia.
• Combines Two Strong Core Deposit Franchises and High-Quality Loan Portfolios: The combined company will benefit from the combination of two low-cost core-funded deposit bases and high-quality loan portfolios, providing a stable source of funds and customers.
• High-Growth Markets: The organization will have locations in 10 of the 15 fastest growing Metropolitan Statistical Areas (MSAs) in the Southeast and will have a pro forma deposit-weighted population growth of 6%. The combined company will have a presence in seven of the ten most populous markets in the Southeast.
• Experienced and Compatible Management Teams: The management teams of the two companies have extensive experience and operate with very similar philosophies and values. Each management team has successfully completed numerous mergers and acquisitions and the subsequent integrations of systems and teams.

Financially Attractive Metrics for Shareholders