CENTERSTATE BANK CORPORATION Item 8.01 Other Events.
On
Completion of the mergers remains subject to customary closing conditions.
Assuming such conditions are satisfied, the combined bank is expected to open
for business on or about
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 amount of the costs, fees, expenses and charges
related to the merger, (6) reputational risk and the reaction of each company's
customers, suppliers, employees or other business partners to the merger, (7)
the failure of the closing conditions in the merger agreement to be satisfied,
or any unexpected delay in closing the merger, (8) the possibility that the
merger may be more expensive to complete than anticipated, including as a result
of unexpected factors or events, (9) the dilution caused by South State's
issuance of additional shares of its common stock in the merger, (10) a material
adverse change in the financial condition of South State or CenterState, (11)
general competitive, economic, political and market conditions, (12) 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 (13) 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
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