South State Corporation (NasdaqGS:SSB) signed a definitive merger agreement to acquire Southeastern Bank Financial Corporation (OTCPK:SBFC) for approximately $330 million on June 16, 2016. Under the terms of the agreement, shareholders of Southeastern Bank Financial Corporation will receive 0.7307 shares of South State Corporation common stock for each share of Southeastern Bank Financial Corporation common stock. In addition, Each award of restricted shares of SBFC common stock will be cancelled and converted into the right to receive the merger consideration and each stock option granted by SBFC will be converted into the right to receive a cash amount equal to the product of the number of shares of SBFC common stock subject to such stock option and the excess, if any, of the product of (a) the average closing price per share for South State Common Stock for the ten full trading days ending on the day immediately preceding the closing date and (b) the exchange ratio, over the exercise price of such option. On completion, the shareholders of South State Corporation and Southeastern Bank Financial Corporation will hold 83% and 17% stake respectively in the surviving entity. Southeastern Bank Financial Corporation will merge with and into South State Corporation with South State Corporation as the surviving corporation in the merger. Southeastern Bank Financial Corporation’s wholly owned bank subsidiary, Georgia Bank & Trust Company of Augusta, will merge with and into South State Corporation’s wholly owned bank subsidiary, South State Bank with South State Bank as the surviving entity in the bank merger. One Director will be appointed by the Board of Directors of South State Corporation. In case of termination of the deal, termination fee of $14 million will be payable by SBFC to South State. The transaction is subject to approval of shareholders of South State Corporation and Southeastern Bank Financial Corporation, authorization for listing on the NASDAQ Global Select Market of the shares of South State Common Stock to be issued in the merger, the effectiveness of the registration statement on Form S-4 and the receipt of required regulatory approvals, including the approval of the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Georgia Department of Banking and Finance, the South Carolina State Board of Financial Institutions and the South Carolina Office of the Commissioner of Banking. The merger agreement has been unanimously approved by the Board of Directors of South State Corporation and Southeastern Bank Financial Corporation. As of October 17, 2016, South State received all regulatory approvals for the merger. Completion of the merger remains subject to approval by shareholders of South State and of Southeastern as well as to other customary closing conditions. Assuming such approvals are received and conditions are satisfied, the deal is expected to complete on or around January 3, 2017. The closing is scheduled to occur in the first quarter of 2017. Keefe, Bruyette, & Woods, Inc. acted as financial advisor and Matthew M. Guest, Minsun Lee, Samantha T. Fang, Adam J. Shapiro, Michael J. Schobel and Joshua M. Holmes of Wachtell, Lipton, Rosen & Katz acted as legal advisors to South State Corporation. Sandler O’Neill + Partners, L.P. acted as financial advisor and Robert D. Klingler of Bryan Cave LLP acted as legal advisor to Southeastern Bank Financial Corporation. Sean Wee of Manattm Phelps & Phillips LLP acted as legal advisor to South State Corporation. South State Corporation (NasdaqGS:SSB) completed the acquisition of Southeastern Bank Financial Corporation (OTCPK:SBFC) on January 3, 2017.