SouthState Acquisition of Independent Bank Group
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER.
May 20, 2024
C A U T I O N A R Y N OT E R E G A R D I N G F O R WA R D L O O K I N G S TAT E M E N T S
This communication contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended, and other related federal securities laws. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information about Independent Bank Group, Inc.'s ("IBTX"), SouthState Corporation's ("SouthState") or the combined company's possible or assumed future results of operations, including its future revenues, income, expenses, provision for taxes, effective tax rate, earnings (loss) per share and cash flows, its future capital expenditures and dividends, its future financial condition and changes therein, including changes in IBTX's, SouthState's or the combined company's loan portfolio and allowance for credit losses, IBTX's, SouthState's or the combined company's future capital structure or changes therein, the plan and objectives of management for future operations, IBTX's, SouthState's or the combined company's future or proposed acquisitions, the future or expected effect of acquisitions on IBTX's, SouthState's or the combined company's operations, results of operations and financial condition, IBTX's, SouthState's or the combined company's future economic performance and the statements of the assumptions underlying any such statement. Such statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as "aim," "anticipate," "estimate," "expect," "goal," "guidance," "intend," "is anticipated," "is estimated," "is expected," "is intended," "objective," "plan," "projected," "projection," "will affect," "will be," "will continue," "will decrease," "will grow," "will impact," "will increase," "will incur," "will reduce," "will remain," "will result," "would be," variations of such words or phrases (including where the word "could," "may" or "would" is used rather than the word "will" in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that IBTX and SouthState make are based on their current plans, estimates, expectations, ambitions and assumptions regarding IBTX's, SouthState's and the combined company's business, the economy and other future conditions.
Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond the control of IBTX and SouthState. IBTX's, SouthState's and the combined company's actual results may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many possible events or factors could affect IBTX's, SouthState's and the combined company's future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. In addition to factors previously disclosed in IBTX's and SouthState's reports filed with the U.S. Securities and Exchange Commission (the "SEC"), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: (1) the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and SouthState providing for the acquisition of IBTX by SouthState (the "Transaction"); (2) the outcome of any legal proceedings that may be instituted against IBTX or SouthState; (3) the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (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); (4) the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which IBTX and SouthState operate; (5) disruption to the parties' businesses as a result of the announcement and pendency of the Transaction; (6) 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; (7) the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) reputational risk and potential adverse reactions of IBTX's or SouthState's customers, suppliers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; (9) the dilution caused by SouthState's issuance of additional shares of its capital stock in connection with the Transaction; (10) a material adverse change in the financial condition of SouthState or IBTX; (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; (13) the diversion of management's attention and time from ongoing business operations and opportunities on merger-related matters; and (14) other factors that may affect future results of IBTX and SouthState 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 Federal Reserve Board and legislative and regulatory actions and reforms.
These factors are not necessarily all of the factors that could cause IBTX's, SouthState's or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm IBTX's, SouthState's or the combined company's results.
IBTX and SouthState urge you to consider all of these risks, uncertainties and other factors carefully in evaluating all such forward-looking statements made by IBTX and/or SouthState. As a result of these and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement may differ materially from the anticipated results expressed or implied in that forward-looking statement. Any forward-looking statement made in this communication or made by IBTX or SouthState in any report, filing, document or information incorporated by reference in this communication, speaks only as of the date on which it is made. IBTX and SouthState undertake no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. IBTX and SouthState believe that these assumptions or bases have been chosen in good faith and that they are reasonable. However, IBTX and SouthState caution you that assumptions as to future occurrences or results almost always vary from actual future occurrences or results, and the differences between assumptions and actual occurrences and results can be material. Therefore, IBTX and SouthState caution you not to place undue reliance on the forward-looking statements contained in this filing or incorporated by reference herein.
If IBTX or SouthState update one or more forward-looking statements, no inference should be drawn that IBTX or SouthState will make additional updates with respect to those or other forward-looking statements. Further information regarding IBTX, SouthState and factors which could affect the forward-looking statements contained herein can be found in IBTX's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1564618/000156461824000025/ibtx-20231231.htm), and its other filings with the SEC, and in SouthState's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/764038/000155837024002302/ssb-20231231x10k.htm), and its other filings with the SEC.
The WHY To invest in the entrepreneurial spirit, pursue excellence and inspire a greater purpose.
The WHAT
Guiding Principles
Leadership
The HOW
Core Values
Local Market Leadership
Our business model supports the unique character of the communities we serve and encourages decision making by the banker that is closest to the customer.
Long-Term Horizon
We think and act like owners and measure success over entire economic cycles. We prioritize soundness before short-term profitability and growth.
Remarkable Experiences
We will make our customers' lives better by anticipating their needs and responding with a sense of urgency. Each of us has the freedom, authority and responsibility to do the right thing for our customers.
Meaningful and Lasting Relationships
We communicate with candor and transparency. The relationship is more valuable than the transaction.
Greater Purpose
We enable our team members to pursue their ultimate purpose in life-their personal faith, their family, their service to community.
3
V I S I O N
- Growth Company in High-Growth Markets
Better not just Bigger
- Distinct Geographic Business Model
Ownership Culture
- A Leadership Academy
Growing Leaders
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. | 4 |
T R A N S A C T I O N R AT I O N A L E
Strategically
Compelling
Financially
Attractive
Well-Positioned for
Future Success
- Creates a $65 billion financial institution in the best growth markets in the United States
- Diversifies footprint into similar high-growth markets with a base of deep local connections
- Joins two granular customer bases with a history of resilient credit
- Significant EPS accretion with manageable tangible book value dilution
- Peer leading pro forma profitability
- Conservative modeling assumptions
- Similar geographic business model with no market overlap promotes continuity with team members and customers
- Increases scale to leverage the recent investments in technology and risk management
- Acquisition and integration experience mitigates execution risk
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. | 5 |
C R E AT I N G T H E S O U T H ' S L E A D I N G R E G I O N A L B A N K
Enhanced Scale Through Partnership (1)
$65B $48B $55B
Assets Loans Deposits
Dominant Southern Franchise
343 | Presence in | #5 | |
12 of 15 | |||
Branch | Largest Regional | ||
Locations | Fastest Growing | Bank in the | |
U.S. MSAs(2) | |||
South(3) |
Powerful Operating Leverage (4)
1.3% 18.0% 49%
ROAA ROATCE Efficiency
Pro Forma Branch Footprint
Projected Population Growth
Top 20% of U.S. MSAs
highlighted in blue
Colorado
Virginia
Oklahoma | Tennessee | North Carolina | ||
Arkansas | ||||
Mississippi | ||||
Texas | Alabama | South Carolina | ||
Georgia | ||||
Louisiana | Florida | |||
SSB (251)
IBTX (92)
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. | (1) | Projected balances at merger close. | 6 |
(3) | Excludes Bank of America, Capital One Financial, and Truist Financial. | ||
(2) | Includes MSAs with greater than 1 million in total population. | ||
(4) | 2025 consensus estimates with cost savings fully phased in. |
P O P U L AT I O N M I G R AT I O N TO T H E S O U T H
Top 10 States
Net Domestic Migration
1. | Florida | 818,762 |
2. | Texas | 656,220 |
3. | North Carolina | 310,189 |
4. | South Carolina | 248,055 |
5. | Arizona | 218,247 |
6. | Tennessee | 207,097 |
7. | Georgia | 185,752 |
8. | Idaho | 104,313 |
9. | Alabama | 96,538 |
10. Oklahoma | 80,064 |
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. Source: U.S. Census Bureau (Net Domestic Migration). | 7 |
P O S I T I O N E D F O R T H E F U T U R E I N T H E B E S T U . S . G R O W T H M A R K E T S
Pro Forma Deposit Footprint
Fort Collins $1.1
DenverColorado
Colorado $1.5
Springs
Colorado Front Range
31 Branches
Texas
North Texas 39
Branches
Central Texas 8
Branches
$0.5 | |||||||||
Richmond | |||||||||
Virginia | |||||||||
North Carolina | |||||||||
Oklahoma | Tennessee | $2.4 | Raleigh | ||||||
Arkansas | Atlanta | $1.7 | Charlotte | ||||||
Huntsville | Greenville | ||||||||
Augusta | Columbia | ||||||||
Birmingham | Wilmington | ||||||||
$4.5 | |||||||||
$1.5 | |||||||||
Dallas | $2.8 | Myrtle Beach | |||||||
Mississippi | $1.8 | South Carolina | |||||||
Charleston | |||||||||
$1.0 | |||||||||
$7.4 | Alabama | ||||||||
Georgia | Savannah | ||||||||
$1.1 Austin | Houston | Louisiana | MobilePensacola | Florida | $1.1 | Jacksonville | |||
Gainesville | |||||||||
$1.7 | |||||||||
San Antonio | |||||||||
Greater Houston | I-4 Corridor | $6.5 Orlando | |||||||
13 Branches | Tampa | $1.1 | |||||||
Sarasota
$1.9 Fort Lauderdale
Miami
Pro Forma
Deposits by State
Florida | 27% |
Texas | 22% |
South Carolina | 20% |
Georgia | 16% |
Colorado | 7% |
North Carolina | 4% |
Alabama | 4% |
Virginia | 1% |
Source: S&P Global, Company filings.
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. Note 1: Deposit data as of 6/30/2023; Dollars in billions; Map includes all MSAs with more than $1B in deposits; Alabama and Virginia 8 reflect aggregate state deposit balance.
Note 2: I-4 Corridor includes Orlando, Daytona Beach, Tampa and Lakeland MSAs; Atlanta includes Atlanta-SandySprings-Alpharetta,
Gainesville, and Athens-Clarke County MSAs.
F I N A N C I A L I M PA C T
Earnings and TBV Impact | ||
Excluding | Excluding | |
GAAP | Rate Marks/CDI | Rates/CDI/CECL(1) |
27.3% | 20.4% | 16.5% |
2025 EPS | 2025 EPS | 2025 EPS |
Accretion(2) | Accretion(2) | Accretion(2) |
9.6% | 2.0% | 0.4% |
TBV | TBV | TBV |
Dilution | Dilution | Dilution |
2.0 | 0.9 | 0.3 |
years | years | years |
TBV | TBV | TBV |
Earnback | Earnback | Earnback |
Strong Capital and Liquidity
10.4% | 12.8% | 89% |
CET1 | Total Risk- | Loan-to- |
Ratio | Based | Deposit Ratio |
Capital Ratio |
Enhanced Profitability
1.34% | 18.0% | 49.3% |
2025 | 2025 | 2025 |
ROAA(2) | ROATCE(2) | Efficiency |
Ratio(2) |
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. | (1) | Eliminates double count related to CECL. | 9 |
deal costs. | |||
(2) | For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings are fully phased-in and excludes one-time |
P R O F O R M A P E R F O R M A N C E V S . P E E R S | ||||||||||||||||||||||||
2025E ROAA (%) | Benefit to SouthState | |||||||||||||||||||||||
1.53 | 1.45 | 1.35 | 1.34 | 1.26 | 1.23 | +22 | ||||||||||||||||||
1.18 | 1.14 | 1.12 | 1.11 | 1.08 | 1.05 | 1.05 | 1.04 | 1.01 | 1.00 | 0.99 | ||||||||||||||
0.82 | 0.82 | 0.81 | 0.80 | 0.77 | 0.64 | |||||||||||||||||||
bps | ||||||||||||||||||||||||
0.34 | ||||||||||||||||||||||||
Pro | Peer | |||||||||||||||||||||||
Forma(1) | ||||||||||||||||||||||||
Median | ||||||||||||||||||||||||
2025E ROATCE (%) | ||||||||||||||||||||||||
18.0 | 17.5 | 16.2 | 15.9 | 15.9 | 15.1 | ||||||||||||||||
14.5 | 14.4 | 14.0 | 13.9 | 13.7 | 13.7 | 13.6 | |||||||||||||||
12.9 | 12.8 | 12.8 | 12.6 | 12.4 | 12.1 | 11.6 | 11.5 | 11.0 | |||||||||||||
8.4 | |||||||||||||||||||||
5.6 | |||||||||||||||||||||
Pro | Peer | ||||||||||||||||||||
Forma(1) | Median |
2025E Efficiency Ratio (%)
+440
bps
76.6 | -720 | ||||||||||||||||||
44.6 46.4 49.3 52.4 52.8 53.4 | 54.1 | 55.8 | 56.5 | 56.7 | 56.8 | 57.5 | 58.3 | 58.7 | 59.0 | 59.0 | 59.5 | 60.1 | 62.0 | 64.4 | 64.8 | 65.4 | |||
36.3 | |||||||||||||||||||
bps | |||||||||||||||||||
Pro | Peer | ||||||||||||||||||
Forma(1) | Median | ||||||||||||||||||
GROWTH MARKETS. COMMON CULTURE. BETTER TOGETHER. | Source: FactSet. Consensus estimates as of 5/10/2024. | 10 | |||||||||||||||||
Note 2: Median does not include SSB, IBTX, or the Pro Forma franchise. | |||||||||||||||||||
Note 1: Gray bars in each graph represent the performance of the peers disclosed in SSB's 2024 proxy, excluding acquired banks. | |||||||||||||||||||
(1) | For illustrative purposes, assumes transaction closes on 1/1/2025, cost savings fully phased-in and excludes one-time deal costs. |
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South State Corporation published this content on 20 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 May 2024 15:29:04 UTC.