UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): June 8, 2020 (June 7, 2020)

Date of Report (Date of earliest event reported): May 29, 2020

CENTERSTATE BANK CORPORATION

(SOUTH STATE CORPORATION, AS SUCCESSOR BY MERGER TO CENTERSTATE BANK CORPORATION) (Exact name of Registrant as Specified in Its Charter)

Florida	000-32017	~~000~~59-~~32017~~3606741	~~59-3606741~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(~~Commission~~IRS ~~File~~Employer ~~Number~~Identification No.)	~~(IRS Employer Identification No.)~~
1101 First Street South, Suite 202, Winter Haven, FL		33880
(Address of Principal Executive Offices)		(Zip Code)

1101 First Street South, Suite 202, Winter Haven, FL		33880
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (863) 293-4710

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under 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 on which registered

Common stock

CSFL

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~Introduction

~~The~~This ~~disclosures~~Current ~~below~~Report ~~under~~on Form 8~~.01~~-K ofis ~~this~~being ~~Current~~filed ~~Report~~in connection with the completion on ~~Form~~June ~~8-K~~7, ~~are~~2020 ~~also~~(the ~~responsive~~“Closing toDate”) ~~Item~~of ~~2.03~~the previously announced merger of ~~this~~equals ~~Current~~between ~~Report~~CenterState onBank ~~Form~~Corporation, ~~8-K~~a Florida corporation (“CenterState”) and ~~are~~South ~~hereby~~State ~~incorporated~~Corporation, a South Carolina corporation (“South State”), pursuant to the Agreement and Plan of Merger, dated as of January 25, 2020 (the “Merger Agreement”), by ~~reference~~and ~~into~~between ~~this~~South ~~Item~~State ~~2.03.~~and CenterState.

~~Item~~Pursuant 8to the Merger Agreement, (i) CenterState merged with and into South State, with South State continuing as the surviving corporation (the “Merger”), and (ii) immediately following the Merger, South State Bank, a South Carolina banking corporation and wholly owned bank subsidiary of South State (“South State Bank”), merged with and into CenterState Bank, N.01A., ~~Other~~a ~~Events~~national banking association and wholly owned bank subsidiary of CenterState (“CenterState Bank”), with CenterState Bank continuing as the surviving bank (the “Bank Merger”). In connection with the Bank Merger, CenterState Bank changed its name to “South State Bank, National Association” (hereinafter referred to as the “Bank”).

Pursuant to the ~~previously~~Merger ~~announced~~Agreement, ~~offering~~at the effective time of ~~$200,000,000~~the ~~aggregate~~Merger ~~principal~~(the ~~amount~~“Effective Time”), each share of ~~5.750%~~common ~~Fixed-to-Floating~~stock, ~~Rate~~par ~~Subordinated~~value ~~Notes~~$0.01 ~~due~~per ~~2030~~share, ~~(the~~of CenterState (“~~Notes~~CenterState Common Stock”) issued and outstanding immediately prior to bethe ~~issued~~Effective Time, other than certain shares held by South State and CenterState, ~~Bank~~was ~~Corporation~~converted into the right to receive 0.3001 shares (the “~~Company~~Exchange Ratio”), ~~the~~of ~~Company~~common ~~and~~stock, ~~U.S.~~par ~~Bank~~value ~~National Association~~$2.50, asof ~~trustee~~South ~~entered~~State ~~into~~(“South anState ~~Indenture~~Common ~~dated~~Stock”). Each asholder of ~~May 29,~~CenterState ~~2020~~Common (Stock converted pursuant to the ~~“Base~~Merger ~~Indenture”)~~who ~~and~~would aotherwise ~~First~~have ~~Supplemental~~been ~~Indenture~~entitled ~~dated~~to asreceive a fraction of ~~May 29,~~a ~~2020~~share toof ~~the~~South ~~Base~~State ~~Indenture~~Common Stock (~~the~~after ~~“Supplemental~~taking ~~Indenture”~~into ~~and,~~account ~~together~~all ~~with~~shares ~~the~~held ~~Base~~by ~~Indenture,~~such ~~the~~holder) ~~“Indenture”~~will instead receive cash (without interest), ~~providing~~in ~~for~~lieu of such fractional share in accordance with the ~~issuance~~terms of the ~~Notes.~~Merger Agreement.

~~The~~Pursuant ~~Notes~~to ~~initially~~the ~~shall~~Merger ~~bear~~Agreement, ~~interest~~ at anthe ~~initial~~Effective ~~rate~~Time, ofeach ~~5.750%~~outstanding ~~per~~CenterState ~~annum,~~equity ~~payable~~award ~~semiannually~~granted inunder ~~arrears~~CenterState’s onequity ~~June 1~~compensation plans and ~~December 1~~each outstanding CenterState warrant was converted into a corresponding award or warrant with respect to South State Common Stock, with the number of shares underlying each ~~year~~such award or warrant (and, ~~commencing~~in onthe ~~December 1~~case of stock options and warrants, ~~2020.~~the ~~The~~applicable ~~last~~exercise ~~interest~~price) ~~payment~~adjusted ~~date~~based ~~for~~on the ~~fixed~~Exchange ~~rate~~Ratio. Each ~~period~~such converted South State equity award or warrant will continue to be ~~June 1,~~subject ~~2025.~~to ~~From~~the same terms and conditions (including ~~June 1,~~vesting ~~2025~~and exercisability or payment terms) as applied to, ~~but~~the ~~excluding~~corresponding CenterState equity award or warrant, ~~June 1~~except that (i) each CenterState stock option will vest and be converted into a vested South State stock option, ~~2030~~(ii) each South State stock option or warrant will remain exercisable through the ~~date~~remainder of ~~earlier~~the ~~redemption,~~original term of the ~~Notes~~corresponding ~~will~~CenterState ~~bear~~stock ~~interest~~option ator warrant and (iii) each South State time-vesting restricted stock unit award issued in respect of a ~~floating~~CenterState ~~rate~~performance-vesting ~~per~~restricted ~~annum~~stock ~~equal~~unit award will continue to vest based solely on continued service following the ~~Benchmark~~Effective ~~rate~~Time, ~~(which~~with isthe ~~expected~~number toof beshares ~~Three~~underlying such South State time-~~Month~~vesting ~~Term~~restricted ~~SOFR),~~stock ~~each~~unit asaward ~~defined~~determined based on actual performance levels in the case of awards granted in 2017 and ~~subject~~2019 toand target performance levels in the ~~provisions~~case of ~~the~~awards ~~Indenture~~granted in 2018, ~~plus~~as ~~561.7~~of ~~basis~~immediately ~~points,~~prior ~~payable~~to ~~quarterly~~the inEffective ~~arrears~~Time and adjusted based on ~~March 1~~the Exchange Ratio. In addition, ~~June 1~~following the Effective Time, ~~September 1~~each ~~and~~South ~~December 1~~State equity award issued in respect of ~~each~~a ~~year,~~converted ~~commencing~~CenterState equity award will vest on ~~June 1,~~a ~~2025.~~“double-trigger” ~~Notwithstanding~~basis ~~the~~upon ~~foregoing,~~a intermination ~~the~~of ~~event~~employment ~~that~~by South State without “cause” or by the ~~Benchmark~~holder ~~rate~~of issuch ~~less~~award ~~than~~for ~~zero,~~“good reason” (as such terms are defined in the ~~Benchmark~~applicable ~~rate~~award ~~shall~~agreement) bewithin ~~deemed~~three toyears befollowing ~~zero.~~the Effective Time.

The ~~Company~~foregoing ~~may~~description ~~redeem~~of the ~~Notes~~Merger, atthe ~~such~~Bank ~~times~~Merger and at the ~~redemption~~Merger ~~prices~~Agreement asdoes ~~provided~~not ~~for~~purport to be complete and is qualified in its entirety by reference to the ~~Indenture~~full text of the Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference.

The ~~Base~~total ~~Indenture~~aggregate ~~and~~consideration payable in the ~~Supplemental~~Merger ~~Indenture~~was ~~(including~~approximately 37.3 million shares of South State Common Stock. The issuance of shares of South State Common Stock in connection with the ~~form~~Merger was registered under the Securities Act of ~~Notes~~1933, as amended (the “Securities Act”), ~~are~~pursuant ~~filed~~to asa ~~Exhibits~~registration statement on Form S-4 (File No.1 333-237214) filed by South State with the Securities and ~~4.2~~Exchange toCommission ~~this~~(the ~~Current~~“Commission”) ~~Report~~and declared effective on ~~Form 8-K,~~April ~~respectively~~20, ~~and~~2020 ~~are~~(the ~~incorporated~~“Registration ~~herein~~Statement”). The byjoint ~~reference~~proxy statement/prospectus included in the Registration Statement (the “Joint Proxy Statement/Prospectus”) contains additional information about the Merger Agreement and the transactions contemplated thereby.

~~The~~Item ~~above-mentioned offering was made pursuant to an effective shelf registration statement on Form S-3 (File No~~1. ~~333-238144) filed by the Company~~02. ~~Opinions~~Termination of ~~counsel~~a ~~for~~Material ~~the~~Definitive ~~Company are filed as Exhibits 5~~Agreement.~~1 and 5.2 to this Current Report on Form 8-K.~~

~~Item~~On ~~9.01~~the ~~Financial~~Closing ~~Statements~~Date, in connection with the Merger, CenterState caused to be terminated the Loan Agreement, dated as of April 8, 2015, between CenterState and ~~Exhibits~~NexBank SSB, as amended (the “Loan Agreement”). There were no loans outstanding under such agreement on the Closing Date. No termination penalty or fee was incurred in connection with the termination of the Loan Agreement.

~~(d)~~Item ~~Exhibits:~~2.01. Completion of Acquisition or Disposition of Assets.

	Exhibit 4.1			Indenture dated as of May 29, 2020, between CenterState Bank Corporation and U.S. Bank National Association, as Trustee.
	Exhibit 4.2			First Supplemental Indenture dated as of May 29, 2020, between CenterState Bank Corporation and U.S. Bank National Association, as Trustee.
	Exhibit 5.1			Opinion of Davis Polk & Wardwell LLP.
	Exhibit 5.2			Opinion of Beth S. DeSimone, Esq.
	Exhibit 23.1			Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
	Exhibit 23.2			Consent of Beth S. DeSimone, Esq. (included in Exhibit 5.2).
	Exhibit 104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information set forth in the Introduction is incorporated herein by reference.

~~SIGNATURE~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Pursuant~~In toconnection with the ~~requirements~~consummation of the ~~Securities~~Merger, ~~Exchange~~CenterState ~~Act~~requested that the Nasdaq Stock Market (“Nasdaq”) suspend trading of ~~1934,~~CenterState ~~the~~Common ~~Registrant~~Stock ~~has~~on ~~duly~~Nasdaq ~~caused~~and ~~this~~remove ~~report~~CenterState toCommon beStock ~~signed~~from listing on ~~its~~Nasdaq, ~~behalf~~in byeach case, prior to the ~~undersigned~~opening ~~hereunto~~of ~~duly~~the ~~authorized~~market on June 8, 2020. CenterState also requested that Nasdaq file a notification of removal from listing of CenterState Common Stock on Form 25 with the Commission.

~~CENTERSTATE~~CenterState ~~BANK~~intends ~~CORPORATION~~to ~~By:~~file /Forms 15 with the SEC to request the deregistration of CenterState’s/ ~~William~~Common E.Stock ~~Matthews~~under Section 12 of the Securities Exchange Act of 1934, Vas ~~William~~amended E.(the ~~Matthews~~“Exchange Act”), Vand ~~Executive~~the ~~Vice~~suspension ~~President~~of CenterState’s reporting obligations under Sections 13 and ~~Chief~~15(d) ~~Financial~~of ~~Officer~~the Exchange Act as promptly as practicable.

~~Date: May~~The ~~29,~~information ~~2020~~ set forth in Item 2.01 is incorporated by reference into this Item 3.01.


Item 3.03.	Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.02 are incorporated by reference into this Item 3.03.

At the Effective Time, each holder of CenterState Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of CenterState other than the right to receive the Merger Consideration (as defined in the Merger Agreement) pursuant to the Merger Agreement.


Item 5.01.	Changes in Control of Registrant.

The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 is incorporated by reference into this Item 5.01.


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, CenterState’s directors and executive officers ceased serving in such capacities. As of the Effective Time, John C. Corbett, Charles W. McPherson, Ernest S. Pinner, John H. Holcomb, III, G. Ruffner Page, Jr., William K. Pou, Jr., David G. Salyers and Joshua A. Snively, all former directors of CenterState, were appointed as directors of South State. Additionally, (i) John C. Corbett, the Chief Executive Officer of CenterState prior to the Effective Time, was appointed to serve as the Chief Executive Officer of South State, (ii) Richard Murray, IV, the Chief Executive Officer of CenterState Bank prior to the Effective Time, was appointed to serve as the President of South State, (iii) William E. Matthews, V, the Chief Financial Officer of CenterState prior to the Effective Time, was appointed to serve as the Chief Financial Officer of South State, and (iv) Stephen D. Young, the Chief Operating Officer of CenterState prior to the Effective Time, was appointed to serve as Senior Executive Vice President and Chief Strategy Officer of South State.


Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.	Description
2.1	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 Commission on January 29, 2020)
104	Cover Page Interactive Data File (formatted as inline XBRL document)

SIGNATURES

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 undersigned hereunto duly authorized.


SOUTH STATE CORPORATION, as successor by merger to CenterState Bank Corporation
By:	/s/ William E. Matthews, V
	William E. Matthews, V
	Senior Executive Vice President and
	Chief Financial Officer

Dated: June 8, 2020

Filing Compare · CenterState Bank Corp