Item 8.01. Other Events.
On May 14, 2020, South State Corporation (“South State”)
and CenterState Bank Corporation (“CenterState”) received approval from the Office of the Comptroller of the Currency
to complete the merger between their respective bank subsidiaries, South State Bank and CenterState Bank, N.A., as part of the
previously announced merger of equals between CenterState and South State pursuant to the Agreement and Plan of Merger, dated as
of January 25, 2020 (the “merger agreement”), by and between CenterState and South State. In addition, CenterState
and South State have received approval of the South Carolina State Board of Financial Institutions to complete the mergers.
Completion of the mergers remains subject to regulatory approval
by the Board of Governors of the Federal Reserve System and other customary closing conditions, including receipt of the requisite
approvals of the shareholders of CenterState and South State at their upcoming special meetings on May 21, 2020.
Cautionary Statement 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. These statements include, but are not limited to, statements about the benefits of the proposed merger of South
State and CenterState, including future financial and operating results (including the anticipated impact of the transaction on
South State’s and CenterState’s respective earnings and tangible book value), statements related to the expected timing
of the completion of the merger, the combined company’s plans, objectives, expectations and intentions, and other statements
that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,”
“should,” “scheduled,” “plans,” “intends,” “anticipates,” “expects,”
“believes,” “estimates,” “potential,” or “continue” or negatives of such terms
or other comparable terminology.
All forward-looking statements are subject
to risks, uncertainties and other factors that may cause the actual results, performance or achievements of South State or CenterState
to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others,
(1) the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take longer than
anticipated to be realized, (2) disruption to the parties’ businesses as a result of the announcement and pendency of the
merger, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement,
(4) 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, (5) the failure to obtain the necessary approvals by the shareholders of South State or CenterState, (6) the amount
of the costs, fees, expenses and charges related to the merger, (7) the ability by each of South State and CenterState to obtain
required governmental approvals of the Merger (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), (8) reputational risk and the reaction
of each company’s customers, suppliers, employees or other business partners to the merger, (9) the failure of the closing
conditions in the merger agreement to be satisfied, or any unexpected delay in closing the merger, (10) the possibility that the
merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution
caused by South State’s issuance of additional shares of its common stock in the merger, (12) a material adverse change in
the financial condition of South State or CenterState, (13) general competitive, economic, political and market conditions, (14)
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 South State or CenterState and its
customers and other constituencies, and (15) other factors that may affect future results of CenterState and South State 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. Additional factors which could affect future results of CenterState and South State can be found in the registration statement
on Form S-4, as amended, as well as South State’s Annual Report on Form 10-K, as amended, Quarterly Reports on Form 10-Q,
and Current Reports on Form 8-K, and CenterState’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 on the SEC’s website at http://www.sec.gov. CenterState
and South State 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 required by federal securities laws.
Important Information About the Merger and Where to Find
It
South State has filed a registration statement
on Form S-4 and an amendment thereto with the SEC to register the shares of South State’s common stock that will be issued
to CenterState’s shareholders in connection with the transaction. The registration statement contains a joint proxy statement
of South State and CenterState that also constitutes a prospectus of South State. The registration statement on Form S-4, as amended,
was declared effective by the SEC on April 20, 2020, and South State and CenterState commenced mailing the definitive joint proxy
statement/prospectus to their respective shareholders on or about April 20, 2020. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (AS WELL ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS
CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER AND RELATED MATTERS. Investors and security holders may obtain free
copies of these documents and other documents filed with the SEC by South State or CenterState through the website maintained by
the SEC at http://www.sec.gov or by contacting the investor relations department of South State or CenterState at:
South State Corporation
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CenterState Bank Corporation
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520 Gervais Street
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1101 First Street South, Suite 202
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Columbia, SC 29201-3046
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Winter Haven, FL 33880
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Attention: Investor Relations
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Attention: Investor Relations
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(800) 277-2175
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(863) 293-4710
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Participants in Solicitation
South State, CenterState and certain of
their directors and executive officers may be deemed participants in the solicitation of proxies from the shareholders of each
of South State and CenterState in connection with the merger. Information regarding the directors and executive officers of South
State and CenterState and other persons who may be deemed participants in the solicitation of the shareholders of South State or
of CenterState in connection with the merger is contained in the definitive joint proxy statement/prospectus related to the proposed
merger. Information about the directors and executive officers of South State and their ownership of South State common stock can
also be found in South State’s definitive proxy statement in connection with its 2019 annual meeting of shareholders, as
filed with the SEC on March 6, 2019, and other documents subsequently filed by South State with the SEC, including, but not limited
to, Amendment No. 1 to South State’s Annual Report on Form 10-K/A, as filed with the SEC on March 6, 2020. Information about
the directors and executive officers of CenterState and their ownership of CenterState common stock can also be found in CenterState’s
definitive proxy statement in connection with its 2020 annual meeting of shareholders, as filed with the SEC on March 10, 2020,
and other documents subsequently filed by CenterState with the SEC. Additional information regarding the interests of such participants
is included in the definitive joint proxy statement/prospectus and other relevant documents regarding the merger filed with the
SEC.