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v3.19.3.a.u2

Mergers and Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2019
Mergers and Acquisitions |
Schedule of proforma information |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | SBFC | ​ | PSC | ​ | ​
​ | ​ | Actual since | ​ | Actual since | ​ | ​
​ | ​ | Acquisition | ​ | Acquisition | ​ | Pro Forma
​ | ​ | (January 3, 2017 through | ​ | (November 30, 2017 through | ​ | Year Ended
(Dollars in thousands) |  | December 31, 2017) |  | December 31, 2017) |  | December 31, 2017
Total revenues (net interest income plus noninterest income) | ​ | $ | 67,823 | ​ | $ | 14,052 | ​ | $ | 690,716
Net adjusted income available to the common shareholder | ​ | $ | 25,790 | ​ | $ | 4,829 | ​ | $ | 146,821
Park Sterling Corporation |
Mergers and Acquisitions |
Schedule of assets acquired, liabilities assumed, and fair value of total consideration transferred | The PSC transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Initial | ​ | Subsequent | ​ | ​
​ | ​ | As Recorded | ​ | Fair Value | ​ | Fair Value | ​ | As Recorded by
(Dollars in thousands) |  | by Park |  | Adjustments |  | Adjustments | ​ | the Company
Assets | ​ | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |
Cash and cash equivalents | ​ | $ | 116,454 | ​ | $ | — | ​ | $ | — | ​ | $ | 116,454
Investment securities | ​ | ​ | 461,261 | ​ | ​ | 1,444 | (a) | ​ | 219 | (a) | ​ | 462,924
Loans held for sale | ​ | ​ | 2,200 | ​ | ​ | 68,686 | (b) | ​ | (4) | (b) | ​ | 70,882
Loans, net of allowance and mark | ​ |  | 2,346,612 | ​ |  | (95,878) | (c) | ​ | (9,408) | (c) |  | 2,241,326
Premises and equipment | ​ |  | 61,059 | ​ |  | (4,882) | (d) | ​ | (387) | (d) |  | 55,790
Intangible assets | ​ | ​ | 73,090 | ​ | ​ | (46,915) | (e) | ​ | 3,321 | (e) | ​ | 29,496
OREO and repossessed assets | ​ | ​ | 2,549 | ​ | ​ | (429) | (f) | ​ | 210 | (f) | ​ | 2,330
Bank owned life insurance | ​ | ​ | 72,703 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 72,703
Deferred tax asset | ​ | ​ | 17,963 | ​ | ​ | 11,596 | (g) | ​ | 2,123 | (g) | ​ | 31,682
Other assets | ​ |  | 21,595 | ​ |  | (476) | (h) | ​ | — | ​ |  | 21,119
Total assets | ​ | $ | 3,175,486 | ​ | $ | (66,854) | ​ | $ | (3,926) | ​ | $ | 3,104,706
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​
Deposits: | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​
Noninterest-bearing | ​ | $ | 561,874 | ​ | $ | — | ​ | $ | — | ​ | $ | 561,874
Interest-bearing | ​ |  | 1,886,810 | ​ |  | 2,692 | (i) | ​ | (612) | (i) |  | 1,888,890
Total deposits | ​ |  | 2,448,684 | ​ |  | 2,692 | ​ | ​ | (612) | ​ |  | 2,450,764
Federal funds purchased and securities sold under agreements to repurchase | ​ | ​ | — | ​ | ​ | — | ​ | ​ | — | ​ | ​ | —
Other borrowings | ​ | ​ | 329,249 | ​ | ​ | 11,689 | (j) | ​ | — | ​ | ​ | 340,938
Other liabilities | ​ |  | 24,179 | ​ |  | 2,131 | (k) | ​ | — | ​ |  | 26,310
Total liabilities | ​ | ​ | 2,802,112 | ​ | ​ | 16,512 | ​ | ​ | (612) | ​ | ​ | 2,818,012
Net identifiable assets acquired over (under) liabilities assumed | ​ | ​ | 373,374 | ​ | ​ | (83,366) | ​ | ​ | (3,314) | ​ | ​ | 286,694
Goodwill | ​ |  | — | ​ |  | 402,951 | ​ | ​ | 3,314 | ​ |  | 406,265
Net assets acquired over liabilities assumed | ​ | $ | 373,374 | ​ | $ | 319,585 | ​ | $ | — | ​ | $ | 692,959
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
South State Corporation common shares issued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,480,343
Purchase price per share of the SSB's common stock | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 92.05
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SSB common stock issued ($688,566) and cash exchanged for fractional shares ($88) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 688,654
Cash paid for stock option redemptions | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4,305
Fair value of total consideration transferred | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 692,959
​ Explanation of fair value adjustments (a)—Adjustment reflects marking the securities portfolio to fair value as of the acquisition date. (b)—Adjustment reflects a reclass of $68.7 million by SSB of Shared National Credits (loans) from loans held for investment to loans held for sale. (c)—Adjustment reflects the fair value adjustments (discount) of $70.4 million based on the Company’s evaluation of the acquired loan portfolio. This amount excludes the allowance for loan losses (“ALLL”) and fair value adjustment (discount) of $12.5 million and $21.3 million, respectively, recorded by PSC and is net of the $68.7 million reclass related to the Shared National Credits noted in (b). (d)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired premises and equipment. (e)—Adjustment reflects the recording of a 1.66% Core Deposit Intangible (“CDI”) on the acquired deposit accounts that totaled $29.5 million offset by a write-off of $73.1 million of existing goodwill and CDI acquired from PSC. (f)—Adjustment reflects the fair value adjustments to other real estate owned (“OREO”) based on the Company’s evaluation of the acquired OREO portfolio. (g)—Adjustment to record deferred tax asset related to the fair value adjustments and an adjustment from the PSC tax rate to the SSB tax rate. (h)—Adjustment reflects the write-off of accrued interest receivable and along with certain prepaid expenses. (i)—Adjustment reflects the premium for fixed maturity time deposits of $2.3 million offset by the write-off of existing fair value marks of $253,000 acquired from PSC. (j)—Adjustment reflects the fair value adjustment (discount) of $2.4 million on PSC’s Trust Preferred Securities offset by the write-off of the existing PSC discount on its senior debt and TRUPs of $14.0 million. (k)—Adjustment reflects the fair value adjustments to employee benefit plans of $1.5 million along with other adjustments of miscellaneous liabilities.
Southeastern Bank Financial |
Mergers and Acquisitions |
Schedule of assets acquired, liabilities assumed, and fair value of total consideration transferred | The following table presents the assets acquired and liabilities assumed as of January 3, 2017 at their initial and subsequent fair value estimates, as recorded by the Company. The fair value estimates were subject to refinement for up to one year after the closing date of the acquisition for new information obtained about facts and circumstances that existed at the acquisition date. ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Initial | ​ | Subsequent | ​ | ​
​ | ​ | As Recorded | ​ | Fair Value | ​ | Fair Value | ​ | As Recorded by
(Dollars in thousands) |  | by SBFC |  | Adjustments |  | Adjustments |  | the Company
Assets | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |
Cash and cash equivalents | ​ | $ | 72,043 | ​ | $ | — | ​ | $ | — | ​ | $ | 72,043
Investment securities | ​ | ​ | 591,824 | ​ | ​ | (1,770) | (a) | ​ | — | ​ | ​ | 590,054
Loans held for sale | ​ | ​ | 13,652 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 13,652
Loans, net of allowance and mark | ​ |  | 1,060,618 | ​ |  | (10,668) | (b) |  | — | ​ |  | 1,049,950
Premises and equipment | ​ |  | 25,419 | ​ |  | (2,212) | (c) |  | 870 | (c) |  | 24,077
Intangible assets | ​ | ​ | 140 | ​ | ​ | 17,980 | (d) | ​ | — | ​ | ​ | 18,120
OREO and repossessed assets | ​ | ​ | 580 | ​ | ​ | (30) | (e) | ​ | (100) | (e) | ​ | 450
Bank owned life insurance | ​ | ​ | 44,513 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 44,513
Deferred tax asset | ​ | ​ | 16,247 | ​ | ​ | (687) | (f) | ​ | 515 | (f) | ​ | 16,075
Other assets | ​ |  | 7,545 | ​ |  | (482) | (g) |  | — | ​ |  | 7,063
Total assets | ​ | $ | 1,832,581 | ​ | $ | 2,131 | ​ | $ | 1,285 | ​ | $ | 1,835,997
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Deposits: | ​ |  | ​ | ​ |  | ​ | ​ |  | ​ | ​ |  | ​
Noninterest-bearing | ​ | $ | 262,967 | ​ | $ | — | ​ | $ | — | ​ | $ | 262,967
Interest-bearing | ​ |  | 1,257,953 | ​ |  | — | ​ |  | — | ​ |  | 1,257,953
Total deposits | ​ |  | 1,520,920 | ​ |  | — | ​ |  | — | ​ |  | 1,520,920
Federal funds purchased and securities sold under agreements to repurchase | ​ | ​ | 1,014 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 1,014
Other borrowings | ​ | ​ | 110,620 | ​ | ​ | (1,120) | (h) | ​ | — | ​ | ​ | 109,500
Other liabilities | ​ |  | 19,980 | ​ |  | 5,553 | (i) |  | 2,210 | (i) |  | 27,743
Total liabilities | ​ | ​ | 1,652,534 | ​ | ​ | 4,433 | ​ | ​ | 2,210 | ​ | ​ | 1,659,177
Net identifiable assets acquired over (under) liabilities assumed | ​ | ​ | 180,047 | ​ | ​ | (2,302) | ​ | ​ | (925) | ​ | ​ | 176,820
Goodwill | ​ |  | — | ​ |  | 257,370 | ​ |  | 925 | ​ |  | 258,295
Net assets acquired over liabilities assumed | ​ | $ | 180,047 | ​ | $ | 255,068 | ​ | $ | — | ​ | $ | 435,115
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
South State Corporation common shares issued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 4,978,338
Purchase price per share of the Company's common stock | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 87.30
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Company common stock issued ($434,609) and cash exchanged for fractional shares ($16) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 434,625
Cash paid for stock option redemptions | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 490
Fair value of total consideration transferred | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 435,115
​ Explanation of fair value adjustments (a)—Adjustment reflects marking the securities portfolio to fair value as of the acquisition date. (b)—Adjustment reflects the fair value adjustments of $30.7 million based on the Company’s evaluation of the acquired loan portfolio and excludes the allowance for loan losses (“ALLL”) of $20.1 million recorded by SBFC. (c)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired premises and equipment. (d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts that totaled $18.1 million. (e)—Adjustment reflects the fair value adjustments to other real estate owned (“OREO”) and repossessed assets based on the Company’s evaluation of the acquired OREO and repossessed assets portfolio. (f)—Adjustment to record deferred tax asset related to the fair value adjustments. (g)—Adjustment reflects uncollectible portion of accrued interest receivable and loan fees receivable along with the write-off of certain prepaid expenses. (h)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of other borrowings of Trust Preferred Securities with a discount of $2.1 million, netted with premium on certain Federal Home Loan Bank (“FHLB “) advances of $1.0 million. (i)—Adjustment reflects the fair value adjustments to employee benefit plans of $8.3 million netted against an adjustment of other miscellaneous liabilities of $496,000.

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