Thursday, May 19 2022






UNITED STATES

SAFETY AND EXCHANGES COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Report date (date of first reported event): February 14, 2022 (February 11, 2022)

SOUTH STATE SOCIETYORATION

(Exact name of the declarant as specified in its charter)

Caroline from the south

(State or other jurisdiction of

Incorporation)

001-12669

(commission file number)

57-0799315

(IRS Employer

ID number.)

1101 First Street South, Suite 202

winter haven, Florida

(Address of main executive offices)

33880

(Postal code)

(863) 293-4710

(Telephone number of holder, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions (see General Instruction A.2. below) :

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange listed on

Common shares, par value $2.50 per share

SSB

Nasdaq Global Select Market

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Growing emerging company

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act.

Item 8.01

Other events

On February 11, 2022, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) approved the application by SouthState Corporation (“SouthState”) regarding the previously announced merger between SouthState and Atlantic Capital Bancshares, Inc. (“Atlantic Capital”) pursuant to the agreement and plan of merger, dated July 22, 2021, between SouthState and Atlantic Capital. We previously received Office of the Comptroller of the Currency (“OCC”) approval on October 12, 2021 and Atlantic Capital shareholder approval on November 16, 2021. All required regulatory approvals to complete the merger and merger of the respective bank subsidiaries of SouthState and Atlantic Capital have now been received.

Completion of the mergers remains subject to customary closing conditions. Assuming these conditions are met, the combined bank is expected to open on or around March 1, 2022.

Caution Regarding Forward-Looking Statements

Information in this communication, other than statements of historical facts, may constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the proposed merger. of SouthState and Atlantic Capital, including future financial and operating results (including the anticipated impact of the transaction on SouthState’s and Atlantic Capital’s respective earnings and tangible book value), statements relating to the expected timing of completion of the merger, the combined company’s plans, goals, expectations and intentions, and other statements that are not historical facts. Forward-looking statements can be identified by words such as “may”, “will”, “should”, “anticipate”, “anticipate”, “intend”, “anticipate”, “expect”, “believes”, “estimates”, “potential”, or “continues” or the negatives of these terms or other comparable terms.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of SouthState or Atlantic Capital to differ materially from the results expressed or implied by such forward-looking statements. . These factors include, among others, (1) the risk that the cost savings and revenue synergies resulting from the merger may not be fully realized or may take longer than expected to be realized, (2) the disruption activities of the parties as a result of the announcement and expectation of the merger, (3) the occurrence of any event, change or other circumstance that may cause the termination of the merger agreement, (4) the risk that integration of each party’s business is materially delayed or will be more costly or difficult than anticipated or the parties are unable to successfully integrate each party’s business into the other’s business, (5 ) the amount of costs, fees, expenses and charges related to the merger, (6) the reputational risk and reaction of each company’s customers, suppliers, employees or other business partners to the merger, (7) failure to comply with the closing conditions of the agreement of merger or any unforeseen delay in c losing the merger, (8) the possibility that the merger will be more expensive to complete than expected, including due to unexpected factors or events, (9) dilution caused by the issuance by SouthState of additional common stock in connection with the merger, (10) a material adverse change in the financial condition of SouthState or Atlantic Capital, (11) general competitive, economic, politics and market, (12) major disasters such as earthquakes, floods or other natural or man-made disasters, including infectious disease outbreaks, including the recent outbreak of a new strain of coronavirus, respiratory illness, the related disruption of local, regional and global economic activity and financial markets, and the impact any of the foregoing may have on SouthState or Atlantic Capital and its clients and others res constituencies, and (13) other factors that could affect the future results of SouthState and Atlantic Capital, including changes in asset quality and credibility t risk; failure to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customers’ borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other Federal Reserve Board actions and legislative and regulatory actions and reforms. Other factors that could affect SouthState’s and Atlantic Capital’s future results can be found in the registration statement on Form S-4, as amended, and in SouthState’s annual report on Form 10- K, quarterly reports on Form 10-Q and current reports. Reports on Form 8-K and Atlantic Capital’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the SEC and available at the SEC at http://www.sec.gov. SouthState and Atlantic Capital disclaim any obligation and do not intend to update or revise any forward-looking statements contained in this communication, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as necessary. by federal securities laws.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

SOUTHERN STATE CORPORATION

(Incumbent)

Through:

/s/ William E. Matthews, V

Senior Executive Vice President and

Dated: February 14, 2022

Warning

Southern Crown Corporation published this content on February 14, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on Feb 14, 2022 2:42:01 PM UTC.

Public now 2022

All the news from SOUTHSTATE CORPORATION

Analyst Recommendations for SOUTHSTATE CORPORATION

Sales 2021 1,382 million

Net income 2021 472M

Net debt 2021

PER 2021 ratio 13.2x
2021 performance 2.20%
Capitalization 6,063 million
6,063 million
capi. / Sales 2021 4.39x
capi. / Sales 2022 4.04x
# of employees 5,120
Floating 99.2%

CHART SOUTHSTATE CORPORATION


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SouthState Corporation Technical Analysis Chart |  MarketScreener

Trends Technical Analysis SOUTHSTATE CORPORATION

Short term Middle term Long term
Tendencies Neutral Bullish Bullish



Evolution of the income statement

To sell

To buy

Medium consensus SURPASS
Number of analysts 8
Last closing price

$87.45

Average target price

$90.56

Average Spread / Target 3.56%


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