As filed with the Securities and Exchange
Commission on June 8, 2020
Registration
No. 333-237214
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-4
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
South State
Corporation
(Exact name of registrant as specified in its charter)
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South Carolina
(State or other jurisdiction of
incorporation or organization)
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57-0799315
(I.R.S. Employer
Identification Number)
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1101 First Street South
Winter Haven, Florida 33880
(863) 293-4710
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
John C. Corbett
Chief Executive Officer
South State Corporation
1101 First Street South
Winter Haven, Florida 33880
(863) 293-4710
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including
communications sent to agent for service, should be sent to:
Matthew M. Guest
Jacob A. Kling
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Approximate date of commencement
of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other
than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
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Large accelerated
filer x
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Accelerated filer
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Non-accelerated filer ¨
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Smaller reporting company
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Emerging growth company
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be
Registered(1)
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Maximum
Offering Price
Per Share
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Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock, par value $2.50 per share
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5,175
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N/A
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N/A
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(2)
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(1)
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Represents the maximum number of shares of common stock, par value $2.50 per share (“Common Stock”), of South State
Corporation, a South Carolina corporation (“South State” or the “Company” or “we”), issuable
under outstanding warrants (collectively, the “CSFL Rollover Warrants”) to purchase shares of common stock, par value
$0.01 per share, of CenterState Bank Corporation, a Florida corporation (“CenterState”), which CSFL Rollover Warrants
were converted into warrants to purchase shares of Common Stock (the “SSB Warrants”) in connection with the merger
of equals between South State and CenterState, which was completed on June 7, 2020. Pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”), this registration statement is also registering an indeterminate number
of shares of Common Stock that may be issued as a result of stock splits, stock dividends or similar transactions.
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(2)
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These shares of Common Stock were registered under the registration statement on Form S-4 (File No. 333-237214)
filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 16, 2020, as amended by
Pre-Effective Amendment No. 1 filed on April 16, 2020, which became effective on April 20, 2020 (the “Form S-4”). All
filing fees payable in connection with the issuance of these shares were previously paid in connection with the filing of the Form
S-4.
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The Company hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Company shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until this registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
EXPLANATORY NOTE
South State Corporation, a South
Carolina corporation (“South State” or the “Company” or “we”), hereby amends its
registration statement on Form S-4 (File No. 333-237214) filed with the Securities and Exchange Commission (the
“Commission”) on March 16, 2020, as amended by Pre-Effective Amendment No. 1 filed on April 16, 2020, which
became effective on April 20, 2020 (the “Form S-4”), by filing this Post-Effective Amendment No. 1 on Form S-3
(this “Post-Effective Amendment”) containing an updated prospectus relating to the shares of our common stock,
par value $2.50 per share (“Common Stock”), issuable upon the future exercise of certain outstanding warrants
(collectively, the “CSFL Rollover Warrants”) to purchase shares of common stock, par value $0.01 per share, of
CenterState Bank Corporation, a Florida corporation (“CenterState”), which were converted into warrants to
purchase shares of Common Stock (the “SSB Warrants”) in connection with the merger of equals between South State
and CenterState, which was completed on June 7, 2020. All such shares of Common Stock were previously registered on the Form
S-4. This Post-Effective Amendment is being filed to convert 5,175 shares of Common Stock covered by the Form S-4 to be
covered by Form S-3.
On June 7, 2020, pursuant to the Agreement
and Plan of Merger, dated as of January 25, 2020 (the “Merger Agreement”), by and between CenterState and South State,
CenterState merged with and into South State (the “Merger”), with South State continuing as the surviving corporation
in the Merger.
At the effective time of the Merger, each
outstanding CSFL Rollover Warrant was converted into an SSB Warrant, with the number of underlying shares and applicable exercise
price adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
5,175
Shares
Common
Stock
This prospectus relates to an aggregate
of up to 5,175 shares of common stock, par value $2.50 per share (“Common Stock”), of South State Corporation (“South
State” or the “Company” or “we”), issuable upon the future exercise of certain outstanding warrants
(collectively, the “CSFL Rollover Warrants”) to purchase shares of common stock, par value $0.01 per share, of CenterState
Bank Corporation, a Florida corporation (“CenterState”), which were converted into warrants to purchase shares of
Common Stock (the “SSB Warrants”) in connection with the merger of equals between South State and CenterState, which
was completed on June 7, 2020, plus an indeterminate number of shares of Common Stock that may be issued as a result of stock
splits, stock dividends, recapitalizations or similar events as described in the warrant agreements governing the CSFL Rollover
Warrants.
On June 7, 2020, pursuant to the Agreement
and Plan of Merger, dated as of January 25, 2020 (the “Merger Agreement”), by and between CenterState and South State,
CenterState merged with and into South State (the “Merger”), with South State continuing as the surviving corporation
in the Merger.
At the effective time of the Merger, each
outstanding CSFL Rollover Warrant was converted into an SSB Warrant, with the number of underlying shares and applicable exercise
price adjusted based on the Exchange Ratio (as defined in the Merger Agreement).
Our Common Stock is listed on The NASDAQ
Global Select Market (“NASDAQ”) under the symbol “SSB”. On June 5, 2020, the last reported sale price
of our Common Stock on NASDAQ was $60.27.
Investing in our Common Stock involves
risk. See “Risk Factors” beginning on page 8 of this prospectus, as well as the other information contained
in or incorporated by reference into this prospectus, including the information contained under the caption entitled “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference herein.
Neither the Securities and Exchange
Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The shares of our Common Stock issuable
in this offering will not be savings accounts, deposits or other obligations of any of our bank or non-bank subsidiaries and are
not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this prospectus is June
8, 2020.
table
of contents
Page
ABOUT
THIS PROSPECTUS
You should read carefully this prospectus
in its entirety, together with additional information described under the heading “Where You Can Find More Information”
in this prospectus.
If the information in this prospectus conflicts
with any statement in a document that we have incorporated by reference, then you should consider only the statement in the more
recent document. The information contained or incorporated by reference into this prospectus or in any prospectus supplement is
accurate only as of the date of the applicable document. Our business, financial condition, results of operations and prospects
may have changed since that date.
We have not authorized anyone to provide
you with different or additional information from that contained or incorporated by reference into this prospectus. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This
prospectus may be used only for the purpose for which it has been prepared. We are offering to sell our Common Stock, and seeking
offers to buy our Common Stock, only in jurisdictions where such offers and sales are permitted. This prospectus does not constitute
an offer, or an invitation on our behalf to subscribe for and purchase any of our securities, and may not be used for or in connection
with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any
person to whom it is unlawful to make such an offer or solicitation.
Unless otherwise indicated or the context
otherwise requires, all references in this prospectus to “we,” “our,” “us,” “ourselves,”
“SSB,” “South State” or the “Company” refer to South State Corporation, a South Carolina corporation,
and its consolidated subsidiaries. All references in this prospectus to “South State Bank” or “the Bank”
refer to South State Bank, National Association, our wholly-owned bank subsidiary. All references in this prospectus to “CSFL”
or “CenterState” refer to CenterState Bank Corporation, a Florida corporation, and all references in this prospectus
to the “Merger” refer to the merger contemplated in the Agreement and Plan of Merger, dated as of January 25, 2020,
by and between CenterState and South State.
WHERE
YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov
and on our website at www.southstatebank.com. Information contained in or linked to our website is not a part of this prospectus.
You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street N.E., Washington,
D.C. 20549. You can also obtain copies of the documents upon the payment of a duplicating fee to the SEC. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
The SEC also maintains an Internet site
that contains reports, proxy statements and other information about issuers like us who file electronically with the SEC. The
address of that site is: http://www.sec.gov.
The SEC allows us to “incorporate
by reference” information into this prospectus. This means that we can disclose important information to you by referring
you to another document that we file separately with the SEC. The information incorporated by reference contains information about
us and our business, financial condition and results of operations and is an important part of this prospectus. The information
incorporated by reference is considered to be a part of this prospectus, except for any information that is superseded by information
that is included directly in this document or in a more recent incorporated document.
This prospectus incorporates by reference
the documents listed below that we have previously filed with the SEC (excluding any portion of these documents that has been
furnished to and deemed not to be filed with the SEC).
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Report(s)
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Period(s)
of Report(s) or Date(s) Filed
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Annual Report on Form 10-K, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A
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For the year ended December 31, 2019, filed on February 21, 2020, as amended by Amendment No. 1, filed
on March 6, 2020
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Quarterly Report on Form 10-Q
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For the quarter ended March 31, 2020, filed on May 4, 2020
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Current Reports on Form 8-K
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Filed on January 27, 2020 (second filing), January 29, 2020, April 29, 2020, May 6, 2020, May 11, 2020 (as amended), May 18, 2020, May 21, 2020, May 22, 2020, June 3, 2020 and June 8, 2020
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The section entitled “Description of South State Capital Stock” from our Registration Statement on Form S-4
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Filed on March 16, 2020 (as amended)
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In addition, we incorporate by reference
all future documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), on or after the date of this prospectus until the completion of the offering of the
securities covered by this prospectus or until we terminate this offering, in each case excluding any portion of these documents
that is furnished to and deemed not to be filed with the SEC. These documents include periodic reports, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (other than Current Reports furnished under Item
2.02 or Item 7.01 of Form 8-K), as well as Proxy Statements.
You can obtain any of the documents incorporated
by reference in this document through us, or from the SEC through the SEC’s web site at www.sec.gov. Documents incorporated
by reference are available from us without charge, excluding any exhibits to those documents, unless the exhibit is specifically
incorporated by reference in those documents. You can obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone from us at the following address:
South State Corporation
1101 First Street South
Winter Haven, Florida
33880
(863) 293-4710
In addition, we maintain an Internet website,
www.southstatebank.com. We make available, through our website, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. This
reference to our website is for the convenience of investors as required by the SEC and shall not be deemed to incorporate any
information on the website into this prospectus.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Some of the statements in this prospectus
constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Exchange
Act. Forward looking statements are based on, among other things, management’s beliefs, assumptions, current expectations,
estimates and projections about the financial services industry, the economy, South State and our merger of equals with CenterState.
Words and phrases such as “may,” “approximately,” “continue,” “should,” “expects,”
“projects,” “anticipates,” “is likely,” “look ahead,” “look forward,”
“believes,” “will,” “intends,” “estimates,” “strategy,” “plan,”
“could,” “potential,” “possible” and variations of such words and similar expressions are intended
to identify such forward-looking statements. We caution readers that forward-looking statements are subject to certain risks, uncertainties
and assumptions that are difficult to predict with regard to, among other things, timing, extent, likelihood and degree of occurrence,
which could cause actual results to differ materially from anticipated results. Such risks, uncertainties and assumptions, include,
among others, the following:
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economic downturn risk, potentially resulting in deterioration in the credit markets, greater than expected noninterest expenses,
excessive loan losses and other negative consequences, which risks could be exacerbated by potential negative economic developments
resulting from federal spending cuts and/or one or more federal budget-related impasses or actions;
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increased expenses, loss of revenues, and increased regulatory scrutiny associated with our total assets having exceeded $10.0
billion;
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personnel risk, including our inability to attract and retain consumer and commercial bankers to execute on our client-centered,
relationship driven banking model;
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risks related to our merger of equals with CenterState, including potential difficulty in maintaining relationships with clients,
employees or business partners as a result of the merger and problems arising from the integration of the two companies, including
the risk that the integration will be materially delayed or will be more costly or difficult than expected;
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failure to realize cost savings and any revenue synergies from, and to limit liabilities associated with, mergers and acquisitions
within the expected time frame, including our merger of equals with CenterState;
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controls and procedures risk, including the potential failure or circumvention of our controls and procedures or failure to
comply with regulations related to controls and procedures;
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ownership dilution risk associated with potential mergers and acquisitions in which our stock may be issued as consideration
for an acquired company;
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potential deterioration in real estate values;
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the impact of competition with other financial service businesses and from nontraditional financial technology (“FinTech”)
companies, including pricing pressures and the resulting impact, including as a result of compression to net interest margin;
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credit risks associated with an obligor’s failure to meet the terms of any contract with the Bank or otherwise fail to
perform as agreed under the terms of any loan-related document;
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interest risk involving the effect of a change in interest rates on our earnings, the market value of our loan and securities
portfolios, and the market value of our equity;
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liquidity risk affecting our ability to meet our obligations when they come due;
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risks associated with an anticipated increase in our investment securities portfolio, including risks associated with acquiring
and holding investment securities or potentially determining that the amount of investment securities we desire to acquire are
not available on terms acceptable to us;
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price risk focusing on changes in market factors that may affect the value of traded instruments in “mark-to-market”
portfolios;
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transaction risk arising from problems with service or product delivery;
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compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations,
prescribed practices, or ethical standards;
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regulatory change risk resulting from new laws, rules, regulations, accounting principles, proscribed practices or ethical
standards, including, without limitation, the possibility that regulatory agencies may require higher levels of capital above the
current regulatory mandated minimums and including the impact of the Tax Cuts and Jobs Act, the Consumer Financial Protection Bureau
rules and regulations, and the possibility of changes in accounting standards, policies, principles and practices, including changes
in accounting principles relating to loan loss recognition (CECL);
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strategic risk resulting from adverse business decisions or improper implementation of business decisions;
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cybersecurity risk related to our dependence on internal computer systems and the technology of outside service providers,
as well as the potential impacts of third party security breaches, which subject us to potential business disruptions or financial
losses resulting from deliberate attacks or unintentional events;
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the risks of fluctuations in the market price of our common stock that may or may not reflect our economic condition or performance;
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risks associated with actual or potential information gatherings, investigations or legal proceedings by customers, regulatory
agencies or others;
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major catastrophes such as earthquakes, floods or other natural or human disasters, including infectious disease outbreaks,
including the recent outbreak of a novel strain of coronavirus, a respiratory illness, the related disruption to local, regional
and global economic activity and financial markets, and the impact that any of the foregoing may have on us and our customers and
other constituencies; and
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other risks and uncertainties disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, including the
factors discussed in Item 1A, “Risk Factors,” and in our other reports we file from time to time with the SEC, which
are incorporated by reference into this prospectus, as the same may be amended, supplemented or superseded from time to time by
our filings under the Exchange Act.
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All forward looking statements attributable
to our Company are expressly qualified in their entirety by these cautionary statements. There is no assurance that future results,
levels of activity, performance or goals will be achieved.
The foregoing factors should not be
construed as exhaustive and should be read together with the other cautionary statements included in this prospectus. If one
or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be
incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on
any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do
not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new
information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict
which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements.
PROSPECTUS SUMMARY
This summary highlights selected
information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider
before deciding to purchase common stock in this offering. You should read this entire prospectus carefully, as well as the information
to which we refer you and the information incorporated by reference herein, before deciding to purchase common stock in this offering.
You should pay special attention to the sections titled “Risk Factors,” in each of this prospectus and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in our other reports filed from time to time with the SEC, which
are incorporated by reference into this prospectus, as well as our consolidated financial statements, and the related notes thereto
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each of which is
incorporated by reference in this prospectus, before making an investment decision.
South State Corporation
South State Corporation is a South Carolina
corporation that is a bank holding company registered with the Board of Governors of the Federal Reserve System (the “Federal
Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). South State was incorporated
in 1985 under the laws of South Carolina. South State provides a wide range of banking services and products to its customers through
its wholly-owned bank subsidiary, South State Bank, National Association (the “Bank”). South State does not engage
in any significant operations other than the ownership of its banking subsidiary. The Bank provides a full range of retail and
commercial banking services, mortgage lending services, trust and wealth management, and consumer loans through financial centers
in South Carolina, North Carolina, Florida, Georgia, Alabama and Virginia.
In recent years, South State has grown its
business through, among other things, the merger of equals with CenterState Bank Corporation on June 7, 2020, the acquisition of
Park Sterling Bank on November 30, 2017 and the acquisition of Georgia Bank & Trust on January 3, 2017.
At December 31, 2019, South State had approximately
$15.9 billion in assets, $11.3 billion in loans, $12.2 billion in deposits, $2.4 billion in shareholders’ equity, and a market
capitalization of approximately $2.9 billion. At December 31, 2019, CenterState had total consolidated assets of $17.1 billion,
total consolidated loans of $12.0 billion, total consolidated deposits of $13.1 billion, and total consolidated shareholders’
equity of $2.9 billion.
South State’s principal executive
offices are located at 1101 First Street South, Winter Haven, Florida 33880, and its telephone number is (863) 293-4710.
South State common stock is traded on the
NASDAQ under the symbol “SSB”.
Additional information about us and our
subsidiaries is included in documents incorporated by reference in this prospectus. See “Where You Can Find More Information”.
THE OFFERING
The following summary contains basic
information about our Common Stock offered hereby. This description is not complete and does not contain all of the information
that you should consider before investing in shares of our Common Stock. For a more complete understanding of our common stock,
you should read “Description of South State Capital Stock” included in our Registration Statement on Form S-4 (File
No. 333-237214), as amended, which is
incorporated by reference herein.
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Issuer
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South State Corporation, a South Carolina corporation.
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Common Stock offered
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5,175 shares of Common Stock.
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Use of proceeds
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If all of the SSB Warrants are exercised in full, we will issue approximately 5,175 shares of Common Stock and will receive aggregate net proceeds of up to approximately $237,636. We intend to use the proceeds, if any, from the exercise of the SSB Warrants for general corporate purposes. We have no assurance that any of the SSB Warrants will be exercised.
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Dividends
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On April 22, 2020, our board of directors declared a quarterly cash dividend in the amount of $0.47 per share of outstanding Common Stock. The dividend was paid on May 15, 2020 to holders of record of our Common Stock on May 8, 2020.
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We currently intend to continue to pay quarterly cash dividends on our Common Stock, subject to approval by our board of directors, although we may elect not to pay dividends or to change the amount of such dividends. The payment of dividends is a decision of our board of directors based upon then-existing circumstances, including our rate of growth, profitability, financial condition, existing and anticipated capital requirements, the amount of funds legally available for the payment of cash dividends, regulatory constraints and such other factors as our board of directors determines relevant. See “Dividend Policy.”
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Listing
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Our Common Stock is listed on NASDAQ under the trading symbol “SSB”.
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Risk factors
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Investing in our Common Stock involves risks. See “Risk Factors,” beginning on page 8 of this prospectus, as well as the other information contained in or incorporated by reference into this prospectus, including the information contained under the caption entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, for a discussion of certain factors that you should carefully consider before making an investment decision.
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Unless otherwise indicated, the information
contained in this prospectus is as of the date set forth on the cover of this prospectus.
RISK FACTORS
An investment in shares of our Common
Stock involves various risks. You should carefully consider the risk factors described in Part I, Item 1A, “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2019, and in our other reports we file from time to time with
the SEC, which are incorporated by reference into this prospectus, as the same may be amended, supplemented or superseded from
time to time by our filings under the Exchange Act. You should also carefully consider the risks and the other information included
or incorporated by reference into this prospectus before investing in our Common Stock. The risks described in the documents incorporated
by reference herein are not the only risks applicable to us or an investment in our Common Stock. Additional risks not currently
known to us or that we currently consider immaterial also may impair our business.
USE OF PROCEEDS
If all of the SSB Warrants are exercised
in full, we will issue approximately 5,175 shares of Common Stock and will receive aggregate net proceeds of up to approximately
$237,636. We intend to use the proceeds from the exercise, if any, of the SSB Warrants for general corporate purposes. We have
no assurance that any of the SSB Warrants will be exercised.
DIVIDEND POLICY
On April 22, 2020, our board of directors
declared a quarterly cash dividend in the amount of $0.47 per share of outstanding Common Stock. The dividend was paid on May 15,
2020 to holders of record of our Common Stock on May 8, 2020.
We currently intend to continue to pay quarterly
cash dividends on our Common Stock, subject to approval by our board of directors, although we may elect not to pay dividends or
to change the amount of such dividends. The payment of dividends is a decision of our board of directors based upon then-existing
circumstances, including our rate of growth, profitability, financial condition, existing and anticipated capital requirements,
the amount of funds legally available for the payment of cash dividends, regulatory constraints and such other factors as our board
of directors determines relevant.
As a South Carolina corporation, we are
subject to certain restrictions on distributions to shareholders under the South Carolina Business Corporation Act of 1988, as
amended (the “SCBCA”). Generally, a South Carolina corporation may not pay dividends if, after giving a dividend effect,
(i) the corporation would not be able to pay its debts as they become due in the usual course of business, or (ii) the corporation’s
total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were
to be dissolved at the time of the dividend, to satisfy the preferential rights upon dissolution of shareholders whose preferential
rights are superior to those receiving the divided.
In addition, we are subject to certain restrictions
on the payment of cash dividends as a result of banking laws, regulations and policies.
Because we do not engage directly in business
activities of a material nature, our ability to pay dividends to our stockholders depends, in large part, upon our receipt of dividends
from South State Bank, which is also subject to numerous limitations on the payment of dividends under federal and state banking
laws, regulations and policies.
CERTAIN MATERIAL UNITED STATES FEDERAL
INCOME TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS
The following is a general discussion of
certain material U.S. federal income tax considerations with respect to the ownership and disposition of shares of our common stock
applicable to non-U.S. holders who acquire such shares in this offering. This discussion is based on current provisions of the
Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, administrative
rulings of the IRS and court decisions, each as in effect as of the date hereof. All of these authorities are subject to change
and differing interpretations, possibly with retroactive effect, and any such change or differing interpretation could result in
U.S. federal income tax consequences different from those discussed below.
For purposes of this discussion, the term
“non-U.S. holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, a
partnership or any of the following:
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·
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an individual who is a citizen or resident of the United States;
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·
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a corporation created or organized in the United States or under the laws of the United States, any state thereof or the District
of Columbia;
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·
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an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source;
or
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·
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a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust
and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election
in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.
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This discussion assumes that a non-U.S.
holder holds our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).
This discussion does not address all aspects of U.S. federal income taxation that may be relevant to a non-U.S. holder in light
of that non-U.S. holder’s particular circumstances or that may be applicable to non-U.S. holders subject to special treatment
under U.S. federal income tax laws (including, for example, banks or other financial institutions, brokers or dealers in securities,
traders in securities that elect mark-to-market treatment, insurance companies, “controlled foreign corporations,”
“passive foreign investment companies,” tax-exempt entities, entities or arrangements treated as partnerships for U.S.
federal income tax purposes or other “flow-through” entities and investors therein, certain former citizens or former
long-term residents of the United States, holders who hold our common stock as part of a hedge, straddle, constructive sale or
conversion transaction, and holders who own or have owned (directly, indirectly or constructively) five percent or more of our
common stock (by vote or value)). In addition, this discussion does not address U.S. federal tax laws other than those pertaining
to the U.S. federal income tax, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the
Health Care and Education Reconciliation Act of 2010, any considerations in respect of the Foreign Account Tax Compliance Act of
2010 (including the U.S. Treasury regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto)
or U.S. state, local or non-U.S. taxes. Prospective investors should consult with their own tax advisors regarding the U.S. federal,
state, local, non-U.S. income and other tax considerations with respect to acquiring, holding and disposing of shares of our common
stock.
If an entity or arrangement treated as a
partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a person treated as a partner
in such partnership generally will depend on the status of the partner and the activities of the partnership. Persons that for
U.S. federal income tax purposes are treated as a partnership or a partner in a partnership holding shares of our common stock
should consult their tax advisors.
THIS DISCUSSION IS FOR GENERAL
INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE
ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. PROSPECTIVE HOLDERS OF OUR COMMON STOCK SHOULD CONSULT WITH THEIR
TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK,
INCLUDING THE APPLICATION AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS.
Distributions
In general, subject to the discussion below
regarding “effectively connected” dividends, the gross amount of any distribution we make to a non-U.S. holder with
respect to its shares of our common stock will be subject to U.S. withholding tax at a rate of 30% to the extent the distribution
constitutes a dividend for U.S. federal income tax purposes, unless the non-U.S. holder is eligible for an exemption from, or a
reduced rate of, such withholding tax under an applicable income tax treaty and the non-U.S. holder provides proper certification
of its eligibility for such exemption or reduced rate. A distribution with respect to shares of our common stock will constitute
a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits, as determined
for U.S. federal income tax purposes. To the extent any distribution does not constitute a dividend, it will be treated first as
reducing the adjusted basis in the non-U.S. holder’s shares of our common stock and then, to the extent it exceeds the non-U.S.
holder’s adjusted basis in its shares of our common stock, as gain from the sale or exchange of such stock. Any such gain
will be subject to the treatment described below under “—Gain on Sale or Other Disposition of our Common Stock.”
Dividends we pay with respect to our common
stock to a non-U.S. holder that are effectively connected with the conduct by such non-U.S. holder of a trade or business within
the United States (or, if required by an applicable income tax treaty, are attributable to a permanent establishment or a fixed
base of such non-U.S. holder in the United States) generally will not be subject to U.S. withholding tax, as described above, if
the non-U.S. holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will
be subject to U.S. federal income tax on a net income basis, at the U.S. federal income tax rates applicable to U.S. citizens,
nonresident aliens or domestic corporations, as applicable. Dividends received by a non-U.S. holder that is a corporation and that
are effectively connected with its conduct of trade or business within the United States may be subject to an additional “branch
profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
Gain on Sale or Other Disposition of our
Common Stock
Subject to the discussion below under the
heading “—Informational Reporting and Backup Withholding,” in general, a non-U.S. holder will not be subject
to U.S. federal income tax on any gain realized upon the sale or other disposition of the non-U.S. holder’s shares of our
common stock unless:
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·
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the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States (or,
if required by an applicable income tax treaty, is attributable to a permanent establishment or a fixed base of such non-U.S. holder
in the United States);
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·
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the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition
and certain other conditions are met; or
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we are or have been a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes
at any time during the shorter of the five-year period ending on the date of such disposition or such non-U.S. holder’s holding
period of such shares of our common stock.
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Gain described in the first bullet
immediately above generally will be subject to U.S. federal income tax on a net income tax basis, at the U.S. federal income
tax rates applicable to U.S. citizens, nonresident aliens or domestic corporations, as applicable. A non-U.S. holder that is
a corporation and that recognizes gain described in the first bullet immediately above may also be subject to branch profits
tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to such
effectively connected gain. An individual non-U.S. holder described in the second bullet immediately above will be subject to
a flat 30% tax (unless the non-U.S. holder is eligible for a lower rate under an applicable income tax treaty) on the gain
from such sale or other disposition, which may be offset by U.S. source capital losses, if any, of the non-U.S. holder.
We believe we are not, and do not anticipate
becoming, a USRPHC for U.S. federal income tax purposes. However, no assurance can be given that we are not or will not become
a USRPHC. If we were or were to become a USRPHC, however, any gain recognized on a sale or other disposition of shares of our common
stock by a non-U.S. holder that did not own (directly, indirectly or constructively) more than 5% of our common stock during the
applicable period would not be subject to U.S. federal income tax, provided that our common stock is “regularly traded on
an established securities market” (within the meaning of Section 897(c)(3) of the Code).
Informational Reporting and Backup Withholding
We must report annually to the IRS and to
each non-U.S. holder the amount of dividends paid to such non-U.S. holder and the tax withheld with respect to such dividends.
These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty.
A non-U.S. holder generally will be subject
to backup withholding (currently at a rate of 24%) on dividends paid with respect to such non-U.S. holder’s shares of our
common stock unless such holder certifies under penalties of perjury that, among other things, it is a non-U.S. holder (and the
payor does not have actual knowledge or reason to know that such holder is a U.S. person as defined under the Code).
Information reporting and backup withholding
generally is not required with respect to any proceeds from the sale or other disposition of our common stock by a non-U.S. holder
outside of the United States through a foreign office of a foreign broker that does not have certain specified connections to the
United States. However, if a non-U.S. holder sells or otherwise disposes of its shares of our common stock through a U.S. broker
or the U.S. offices of a foreign broker, the broker will generally be required to report the amount of proceeds paid to the non-U.S.
holder to the IRS, and may also be required to backup withhold on such proceeds unless such non-U.S. holder certifies under penalties
of perjury that, among other things, it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that
such holder is a U.S. person as defined under the Code). Information reporting will also apply if a non-U.S. holder sells its shares
of our common stock through a foreign broker with certain specified connections to the United States, unless such broker has documentary
evidence in its records that such non-U.S. holder is a non-U.S. person and certain other conditions are met, or such non-U.S. holder
otherwise establishes an exemption (and the payor does not have actual knowledge or reason to know that such holder is a U.S. person
as defined under the Code).
Copies of any information returns may also
be made available to the tax authorities in the country in which the non-U.S. holder resides or is established under the provisions
of an applicable income tax treaty or agreement.
Backup withholding
is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be credited
against the non-U.S. holder’s U.S. federal income tax liability, if any, or refunded, provided that the required information
is furnished to the IRS in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the
information reporting and backup withholding rules to them.
PLAN OF DISTRIBUTION
This prospectus relates to the shares of
Common Stock that are issuable upon the exercise of SSB Warrants. We are offering these shares of Common Stock directly to the
holders of these warrants according to the terms of the underlying warrant agreements. We are not using an underwriter in connection
with this offering. These shares of Common Stock will be listed for trading on NASDAQ.
In order to facilitate the exercise of any
such warrants, we will furnish, at our expense, such reasonable number of copies of this prospectus to each person holding such
a warrant as such holder may request, together with instructions that copies be delivered to the beneficial owners of such warrants.
VALIDITY OF COMMON STOCK
The validity of the securities offered in
this offering will be passed upon for us by V. Nicole Comer, Senior Vice President, Deputy General Counsel of South State. As of
June 5, 2020, Ms. Comer beneficially owned less than 1% of our outstanding Common Stock.
EXPERTS
The consolidated financial statements of
South State Corporation appearing in its Annual Report on Form 10-K for the year ended December 31, 2019, and the effectiveness
of its internal control over financial reporting as of December 31, 2019, have been audited by Dixon Hughes Goodman LLP, independent
registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority
of such firm as experts in accounting and auditing.
The consolidated
financial statements of CenterState Bank Corporation as of December 31, 2019 and 2018, and for each of the years in the three
(3)-year period ended December 31, 2019 and the effectiveness of internal control over financial reporting as of December 31,
2019 incorporated by reference herein have been audited by Crowe LLP, an independent registered public accounting firm,
as set forth in their report thereon, incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.
5,175
Shares
Common
Stock
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses,
other than underwriting compensation, expected to be incurred in connection with the registration and sale of the securities covered
by this registration statement.
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SEC registration fee
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$
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0
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Legal fees and expenses
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30,000
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Accounting fees and expenses
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30,000
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Printing and miscellaneous fees and expenses
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5,000
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Total
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$
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65,000
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Item 15. Indemnification of Directors and Officers
Article
VII of our amended and restated bylaws provides that South State shall indemnify any person who at any time serves or has
served as a director or officer of South State, or who, while serving as a director or officer of South State, serves or has served,
at the request of South State, as a director, officer, partner, trustee, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or as a trustee or administrator under an employee benefit plan to the fullest extent
permitted by law against (i) reasonable expenses, including attorneys’ fees, incurred by him or her in connection with any
threatened, pending or completed proceedings, whether or not brought by or on behalf of South State, seeking to hold him or her
liable by reason of the fact that he or she is or was acting in such capacity, and (ii) reasonable payments made by him or her
in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable in any such
proceeding.
Pursuant to the SCBCA, a South Carolina
corporation has the power to indemnify its directors and officers provided that they act in good faith and reasonably believe that
their conduct was lawful and in the corporate interest (or not opposed thereto), as set forth in the SCBCA. Under the SCBCA, unless
limited by its articles of incorporation, a corporation must indemnify a director or officer who is wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director or officer,
against reasonable expenses incurred by the director or officer in connection with the proceeding. Our amended and restated articles
of incorporation, as amended, do not contain any such limitations. The SCBCA permits a corporation to pay for or reimburse reasonable
expenses in advance of final disposition of an action, suit or proceeding only upon (i) the director’s certification that
he or she acted in good faith and in the corporate interest (or not opposed thereto), (ii) the director furnishing a written undertaking
to repay the advance if it is ultimately determined that he or she did not meet this standard of conduct, and (iii) a determination
is made that the facts then known to those making the determination would not preclude indemnification under the SCBCA.
Article
Seventeen of our amended and restated articles of incorporation, as amended, provides that a director of South State shall
not be personally liable to South State or its shareholders for monetary damages for breach of fiduciary duty as a director, subject
to certain exceptions, including with respect to (i) a breach of the director’s duty of loyalty to South State or its shareholders,
(ii) an act or omission not in good faith or which involves gross negligence, intentional misconduct or a knowing violation of
law, (iii) an act or omission for which liability is imposed due to an unlawful distribution, as provided under South Carolina
law, and (iv) a transaction from which the director derives an improper benefit.
We also maintains directors’ and officers’
liability insurance.
Our amended and restated articles of incorporation,
as amended, and our amended and restated bylaws were previously filed with the Commission and are incorporated by reference into
this registration statement.
Item 16. Exhibits
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EXHIBIT
NO.
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DESCRIPTION
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2.1
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Agreement and Plan of Merger, dated as of January 25, 2020, by and between CenterState Bank Corporation and South State Corporation (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 29, 2020).
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3.1
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Amended and Restated Articles of Incorporation of South State Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 28, 2014).
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3.2
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Articles of Amendment to the Amended and Restated Articles of Incorporation of South State Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 26, 2017).
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3.3
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Articles of Amendment to the Amended and Restated Articles of Incorporation of South State Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 8, 2020).
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3.4
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Amended and Restated Bylaws of South State Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 8, 2020).
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4.1
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Specimen Stock Certificate of South State Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on February 27, 2015).
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4.2
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Form of SSB Warrant (warrant of FirstAtlantic Financial Holdings, Inc. (“FA”) assumed by NCOM by merger of FA with and into NCOM on January 1, 2018, assumed by CenterState by merger of NCOM with and into CenterState on April 1, 2019 and assumed by South State by merger of CenterState with and into South State on June 7, 2020) (incorporated by reference to Exhibit 4.2 to CenterState’s Post-Effective Amendment No. 2 to Form S-4 on Form S-3, filed on April 1, 2019).
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5.1
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Opinion of V. Nicole Comer, Esq. as to validity of the securities being registered.
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23.1
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Consent of V. Nicole Comer, Esq. (included in Exhibit 5.1 hereto).
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23.2
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Consent of Dixon Hughes Goodman LLP.
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23.3
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Consent of Crowe LLP.
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24.1
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Power of Attorney (included on the Signature Page).
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(b) Financial Statement
Schedules:
Not Applicable.
Item 17. Undertakings.
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made
a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities
Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
provided, however, that the undertakings set forth in
paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement;
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof;
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering;
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale
of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement or made in any such document immediately prior
to such effective date.
(5)
That, for the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by
the registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the registrant
or its securities provided by or on behalf of the registrant; and
(iv)
Any other communication that is an offer in the offering made by the registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act,
each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in Winter Haven, Florida, on June 8, 2020.
SOUTH STATE CORPORATION
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By:
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/s/ William E. Matthews, V
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Name:
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William E. Matthews, V
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Title:
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Senior Executive Vice President and Chief Financial Officer
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We, the undersigned officers and directors
of South State Corporation, hereby severally constitute and appoint John C. Corbett and William E. Matthews, V, and each of them
singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-3 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors
to enable South State Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements
of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys,
or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities indicated on
June 8, 2020.
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Signature
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Title
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/s/ Robert
R. Hill, Jr.
(Robert R. Hill, Jr.)
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Executive Chairman and Director
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/s/ John
C. Corbett
(John C. Corbett)
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Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ William
E. Matthews, V
(William E. Matthews, V)
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Senior Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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/s/ Jean
E. Davis
(Jean E. Davis)
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Director
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/s/ Robert
H. Demere, Jr.
(Robert H. Demere, Jr.)
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Director
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/s/ Cynthia
A. Hartley
(Cynthia A. Hartley)
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Director
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Signature
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Title
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/s/ John
H. Holcomb, III
(John H. Holcomb, III)
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Director
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/s/ Robert
R. Horger
(Robert R. Horger)
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Director
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/s/ Charles
W. McPherson
(Charles W. McPherson)
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Director
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/s/ Ernest
S. Pinner
(Ernest S. Pinner)
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Director
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/s/ John
C. Pollok
(John C. Pollok)
|
|
Director
|
|
|
|
|
|
/s/ William
K. Pou, Jr.
(William K. Pou, Jr.)
|
|
Director
|
|
|
|
|
|
/s/ David
G. Salyers
(David G. Salyers)
|
|
Director
|
|
|
|
|
|
/s/ Kevin
P. Walker
(Kevin P. Walker)
|
|
Director
|
(Constituting a majority of the Board of Directors of South
State Corporation)
SouthState (NASDAQ:SSB)
Historical Stock Chart
From Mar 2024 to Apr 2024
SouthState (NASDAQ:SSB)
Historical Stock Chart
From Apr 2023 to Apr 2024
