South State Corporation (NASDAQ:SSB) and Park Sterling
Corporation (NASDAQ:PSTB) jointly announced today the signing of a
definitive merger agreement. Combining the two companies will
create a $14.5 billion in assets franchise operating throughout the
Carolinas, Virginia and Georgia.
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Headquartered in Charlotte, North Carolina, Park Sterling
Corporation is the holding company for Park Sterling Bank, which
has over 50 branches across NC, SC, VA and GA. This opportunity
will allow for a deeper and denser market presence across the
Southeast, a more robust commercial business strategy, a greater
presence in Charlotte and entry into the Richmond market.
“Our partnership with Park Sterling is a natural next step. We
both have a common vision for building a quality regional bank in
the Southeast, and this is a significant step forward in
accomplishing that goal,” said Robert R. Hill, Jr., CEO South State
Corporation. “We are fortunate to have two great teams that operate
in dynamic markets and we are excited about the opportunities this
merger creates.”
As of March 31, 2017, Park Sterling Corporation had
approximately $3.3 billion in assets, $2.5 billion in deposits and
$2.5 billion in loans. Upon completion of the transaction, the
combined company will have approximately $14.5 billion in assets,
$11.5 billion in deposits and $10.4 billion in loans.
“Our team is proud to be partnering with South State to create
what we believe will come to be recognized as the preeminent
regional community banking franchise in the Southeast,” said James
C. Cherry, CEO of Park Sterling Corporation. “This combination will
substantially fulfill our vision of truly becoming big enough to
have the talent and services necessary to help customers achieve
their financial aspirations while still remaining small enough and
passionate enough to care that they do.”
The merger agreement has been unanimously approved by the board
of directors of each company. Pending regulatory and shareholder
approvals and other customary closing conditions, the closing is
anticipated to occur in the fourth quarter of 2017 and the system
conversion is scheduled to occur in the first quarter of 2018. At
closing, Park Sterling Corporation will be merged into South State
Corporation, and Park Sterling’s bank subsidiary, Park Sterling
Bank, will be merged into South State’s bank subsidiary, South
State Bank.
Upon consummation of the merger, Cherry will be appointed to the
combined company’s board of directors in addition to another
individual to be mutually agreed upon and named at a later
date.
Under the terms of the agreement, shareholders of Park Sterling
Corporation will receive 0.14 shares of South State common stock
for each share of Park Sterling common stock. The aggregate
consideration is valued at approximately $690.8 million in the
aggregate, based on 53,112,726 shares of Park Sterling common stock
outstanding as of March 31, 2017 and on South State’s April 26,
2017 closing stock price of $91.90.
SSB will host a conference call to discuss the transaction at
10:00 a.m. EST on Thursday, April 27, 2017. Callers wishing to
participate may call toll-free by dialing (877) 506-9272. The
number for international participants is (412) 380-2004. The
conference ID number is 10106225. To expedite access, please state
your name and your company name when you reach an operator.
Participants can also listen to the live audio webcast through the
Investor Relations section of www.SouthStateBank.com. A replay will
be available from 2 p.m. Eastern Time on April 27, 2017 until 9
a.m. on May 11, 2017. To listen to the replay, dial (877) 344-7529
or (412) 317-0088. The passcode is 10106225. The event will also be
archived and available beginning April 27 by midnight Eastern Time
in the Investor Relations section of www.SouthStateBank.com.
Additionally, an investor presentation summarizing key operating
assumptions, is available on SSB’s website at
www.SouthStateBank.com under investor relations.
Keefe, Bruyette, & Woods, Inc., served as financial advisor,
and Wachtell, Lipton, Rosen & Katz served as legal counsel to
South State Corporation. Stephens Inc. served as financial advisor,
and McGuireWoods LLP served as legal counsel to Park Sterling
Corporation.
South State Corporation is the largest bank holding company
headquartered in South Carolina. Founded in 1933, the company’s
primary subsidiary, South State Bank, has been serving the
financial needs of its local communities in 25 South Carolina
counties, 15 Georgia counties and 4 North Carolina counties for
over 80 years. The bank also operates Minis & Co., Inc. and
South State Advisory, both registered investment advisors; and
First Southeast Investor Services, Inc., a limited purpose
broker-dealer. South State Corporation has assets of approximately
$11.2 billion and its stock is traded under the symbol SSB on the
NASDAQ Global Select Market. More information can be found at
www.SouthStateBank.com.
Park Sterling Corporation, the holding company for Park Sterling
Bank, is headquartered in Charlotte, North Carolina. Park Sterling,
a regional community-focused financial services company with $3.3
billion in assets, is the largest community bank headquartered in
the Charlotte area and has 53 banking offices stretching across the
Carolinas and into North Georgia, as well as in Richmond, Virginia.
The bank serves professionals, individuals, and small and mid-sized
businesses by offering a full array of financial services,
including deposit, mortgage banking, cash management, consumer and
business finance, capital markets and wealth management services
with a commitment to "Answers You Can Bank OnSM" Park Sterling
prides itself on being large enough to help customers achieve their
financial aspirations, yet small enough to care that they do. Park
Sterling is focused on building a banking franchise that is noted
for sound risk management, strong community focus and exceptional
customer service. For more information, visit
www.parksterlingbank.com. Park Sterling Corporation shares are
traded on NASDAQ under the symbol PSTB.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this communication which are not
historical in nature or do not relate to current facts are intended
to be, and are hereby identified as, forward-looking statements for
purposes of the safe harbor provided by Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The words “may,” “will,” “anticipate,” “could,”
“should,” “would,” “believe,” “contemplate,” “expect,” “estimate,”
“continue,” “plan,” “project” and “intend,” as well as other
similar words and expressions of the future, are intended to
identify forward-looking statements. South State Corporation
(“South State”) and Park Sterling
Corporation (“Park Sterling”) caution
readers that forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ
materially from anticipated results. Such risks and uncertainties,
include, among others, the following possibilities: the occurrence
of any event, change or other circumstances that could give rise to
the right of one or both of the parties to terminate the definitive
merger agreement between South State and Park Sterling; the outcome
of any legal proceedings that may be instituted against South State
or Park Sterling; the failure to obtain necessary regulatory
approvals (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), and
shareholder approvals or to satisfy any of the other conditions to
the transaction on a timely basis or at all; the possibility that
the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from, the integration of the two companies or as a
result of the strength of the economy and competitive factors in
the areas where South State and Park Sterling do business; the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; diversion of management’s attention from ongoing business
operations and opportunities; potential adverse reactions or
changes to business or employee relationships, including those
resulting from the announcement or completion of the transaction;
South State’s ability to complete the acquisition and integration
of Park Sterling successfully; credit risk associated with
commercial real estate, commercial business and construction
lending; interest risk involving the effect of a change in interest
rates on both of South State’s and Park Sterling’s earnings and the
market value of the portfolio equity; liquidity risk affecting each
bank’s ability to meet its obligations when they come due; price
risk focusing on changes in market factors that may affect the
value of traded instruments; transaction risk arising from problems
with service or product delivery; compliance risk involving risk to
earnings or capital resulting from violations of or nonconformance
with laws, rules, regulations, prescribed practices, or ethical
standards; strategic risk resulting from adverse business decisions
or improper implementation of business decisions; reputation risk
that adversely affects earnings or capital arising from negative
public opinion; cybersecurity risk related to the dependence of
South State and Park Sterling on internal computer systems and the
technology of outside service providers, as well as the potential
impacts of third-party security breaches, which subjects each
company to potential business disruptions or financial losses
resulting from deliberate attacks or unintentional events; economic
downturn risk resulting from changes in the credit markets, greater
than expected noninterest expenses, excessive loan losses and other
factors and the implementation of federal spending cuts currently
scheduled to go into effect; and other factors that may affect
future results of South State and Park Sterling. Additional factors
that could cause results to differ materially from those described
above can be found in South State’s Annual Report on Form 10-K for
the year ended December 31, 2016, which is on file with the
Securities and Exchange Commission (the “SEC”) and available in the “Investor Relations”
section of South State’s website, http://www.southstatebank.com,
under the heading “SEC Filings” and in other documents South State
files with the SEC, and in Park Sterling’s Annual Report on Form
10-K for the year ended December 31, 2016, which is on file with
the SEC and available on the “Investor Relations” page linked to
Park Sterling’s website, http://www.parksterlingbank.com, under the
heading “Regulatory Filings” and in other documents Park Sterling
files with the SEC.
All forward-looking statements speak only as of the date they
are made and are based on information available at that time.
Neither South State nor Park Sterling assumes any obligation to
update forward-looking statements to reflect circumstances or
events that occur after the date the forward-looking statements
were made or to reflect the occurrence of unanticipated events
except as required by federal securities laws. As forward-looking
statements involve significant risks and uncertainties, caution
should be exercised against placing undue reliance on such
statements.
IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction between South State
and Park Sterling, South State will file with the SEC a
Registration Statement on Form S-4 that will include a Joint Proxy
Statement of South State and Park Sterling and a Prospectus of
South State, as well as other relevant documents concerning the
proposed transaction. The proposed transaction involving South
State and Park Sterling will be submitted to Park Sterling’s
shareholders and South State’s shareholders for their
consideration. This communication shall not constitute an offer to
sell or the solicitation of an offer to buy any securities nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. Shareholders of South State and shareholders of
Park Sterling are urged to read the registration statement and the
joint proxy statement/prospectus regarding the transaction when it
becomes available and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents,
because they will contain important information.
Shareholders will be able to obtain a free copy of the
definitive joint proxy statement/prospectus, as well as other
filings containing information about South State and Park Sterling,
without charge, at the SEC’s website (http://www.sec.gov). Copies
of the joint proxy statement/prospectus and the filings with the
SEC that will be incorporated by reference in the joint proxy
statement/prospectus can also be obtained, without charge, by
directing a request to South State Corporation, 520 Gervais Street,
Columbia, South Carolina 29201, Attention: John C. Pollok, Senior
Executive Vice President, CFO and COO, (800) 277-2175 or to Park
Sterling Corporation, 1043 E. Morehead Street, Suite 201,
Charlotte, North Carolina 28204, Attention: Donald K. Truslow,
(704) 323-4292.
PARTICIPANTS IN THE SOLICITATION
South State, Park Sterling and certain of their respective
directors, executive officers and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding South State’s directors
and executive officers is available in its definitive proxy
statement, which was filed with the SEC on March 6, 2017, and
certain of its Current Reports on Form 8-K. Information regarding
Park Sterling’s directors and executive officers is available in
its definitive proxy statement, which was filed with the SEC on
April 13, 2017, and certain of its Current Reports on Form 8-K.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint proxy statement/prospectus and other relevant materials
filed with the SEC. Free copies of this document may be obtained as
described in the preceding paragraph.
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version on businesswire.com: http://www.businesswire.com/news/home/20170427005562/en/
South State CorporationAnalyst ContactJim Mabry,
843-529-5593orMedia ContactKellee McGahey, 843-529-5574
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