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v3.23.2

Mergers and Acquisitions (Tables) | 6 Months Ended
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Jun. 30, 2023
Atlantic Capital |
Mergers and Acquisitions |
Schedule of assets acquired, liabilities assumed, and fair value of total consideration transferred | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | Initial | ​ | Subsequent | ​ | ​ | ​
​ | ​ | As Recorded | ​ | Fair Value | ​ | Fair Value | ​ | As Recorded by | ​
(Dollars in thousands) |  | by Atlantic Capital |  | Adjustments |  | Adjustments | ​ | the Company |
Assets | ​ | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​
Cash and cash equivalents | ​ | $ | 250,134 | ​ | $ | 24 | (a) | $ | — | ​ | $ | 250,158 | ​
Investment securities | ​ | ​ | 717,332 | ​ | ​ | (13,622) | (b) | ​ | — | ​ | ​ | 703,710 | ​
Loans, net of allowance and mark | ​ |  | 2,394,256 | ​ |  | (18,964) | (c) | ​ | (5,614) | (c) |  | 2,369,678 | ​
Premises and equipment | ​ |  | 16,892 | ​ |  | 2,608 | (d) | ​ | — | ​ |  | 19,500 | ​
Intangible assets | ​ | ​ | 22,572 | ​ | ​ | (1,781) | (e) | ​ | — | ​ | ​ | 20,791 | ​
Bank owned life insurance | ​ | ​ | 74,613 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 74,613 | ​
Deferred tax asset | ​ | ​ | 30,231 | ​ | ​ | 2,273 | (f) | ​ | (1,025) | (f) | ​ | 31,479 | ​
Other assets | ​ |  | 45,274 | ​ |  | (1,277) | (g) | ​ | 7,557 | (g) |  | 51,554 | ​
Total assets | ​ | $ | 3,551,304 | ​ | $ | (30,739) | ​ | $ | 918 | ​ | $ | 3,521,483 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Deposits: | ​ |  | ​ | ​ |  | ​ | ​ | ​ | ​ | ​ |  | ​ | ​
Noninterest-bearing | ​ | $ | 1,411,671 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,411,671 | ​
Interest-bearing | ​ |  | 1,616,970 | ​ |  | — | ​ | ​ | — | ​ |  | 1,616,970 | ​
Total deposits | ​ |  | 3,028,641 | ​ |  | — | ​ | ​ | — | ​ |  | 3,028,641 | ​
Federal funds purchased and securities sold under agreements to repurchase | ​ | ​ | 50,000 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 50,000 | ​
Other borrowings | ​ | ​ | 74,131 | ​ | ​ | 4,286 | (h) | ​ | — | ​ | ​ | 78,417 | ​
Other liabilities | ​ |  | 50,711 | ​ |  | (2,075) | (i) | ​ | — | ​ |  | 48,636 | ​
Total liabilities | ​ | ​ | 3,203,483 | ​ | ​ | 2,211 | ​ | ​ | — | ​ | ​ | 3,205,694 | ​
Net identifiable assets acquired over (under) liabilities assumed | ​ | ​ | 347,821 | ​ | ​ | (32,950) | ​ | ​ | 918 | ​ | ​ | 315,789 | ​
Goodwill | ​ |  | — | ​ |  | 342,939 | ​ | ​ | (918) | ​ |  | 342,021 | ​
Net assets acquired over liabilities assumed | ​ | $ | 347,821 | ​ | $ | 309,989 | ​ | $ | — | ​ | $ | 657,810 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Consideration: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
SouthState Corporation common shares issued | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 7,330,803 | ​
Purchase price per share of the Company's common stock | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 90.00 | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Company common stock issued ($659,772) and cash exchanged for fractional shares ($19) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 659,791 | ​
Stock option conversion | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,135 | ​
Restricted stock unit conversion | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,870 | ​
Restricted stock awards conversion (unvested awards) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (5,986) | ​
Fair value of total consideration transferred | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | 657,810 | ​
Explanation of fair value adjustments (a)— Represents an adjustment to record time deposits with financial institutions at fair value (premium). ​ (b)— Represents the reversal of Atlantic Capital's existing fair value adjustments of $17.2 million and the adjustment to record securities at fair value (discount) totaling $30.9 million (includes reclassification of all securities held as HTM to AFS totaling $237.6 million). ​ (c)— Represents approximately 1.40%, or $34.0 million, net credit discount of the loan portfolio and 2.24% total net discount, or $54.3 million, including non-credit discount, based on a third-party valuation. Also, includes a reversal of Atlantic Capital's ending ACL of $22.1 million and $7.6 million of existing Atlantic Capital’s deferred fees and costs. ​ (d)— Represents the preliminary fair value adjustments of $2.6 million on fixed assets and leased assets. ​ (e)— Represents approximately $17.5 million, or 0.63%, of CDI amount and $3.2 million for SBA servicing asset based on a third-party valuation. Atlantic Capital’s pre-merger goodwill and servicing asset of $19.9 million and $2.6 million, respectively, were written-off. ​ (f)— Represents deferred tax asset related to fair value adjustments with marginal tax rate of 23.9%, which includes an adjustment from Atlantic Capital’s effective tax rate to the Company’s effective tax rate. The difference in effective tax rates relates to state income taxes. ​ (g)— Represents the fair value adjustment (decrease) for low-income housing investments of $1.1 million, write-off of prepaid assets of $233,000, adjustments to receivables of $154,000 and fair value adjustment for Small Business Investment Company (“SBIC”) investments of $7.4 million. ​ (h)— Represents the reversal of the existing Atlantic Capital’s issuance costs on subordinated debt of $0.9 million and recording the fair value adjustment (premium) of $3.4 million, based on a third-party valuation. ​ (i)— Represents the reversal of $2.8 million of unfunded commitment liability at purchase date and the fair value adjustment to increase lease liabilities associated with rental facilities totaling $1.4 million. Also includes the reversal of uncertain tax liability of $0.7 million.

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