Independent Bank Group Merger with SouthState Corporation Completed: 8-K Filing Analysis

On January 2, 2025, Independent Bank Group, Inc. (NASDAQ: IBTX) filed an 8-K form with the Securities and Exchange Commission (SEC) signaling the successful completion of its merger with SouthState Corporation. The merger was finalized on January 1, 2025, aligning with the terms outlined in the Agreement and Plan of Merger dated May 17, 2024, between Independent Bank Group and SouthState.

The merger involved the integration of Independent Bank Group into SouthState, with SouthState becoming the surviving corporation post-merger. Additionally, Independent Bank, operating as Independent Financial, merged with SouthState Bank, resulting in SouthState Bank continuing as the surviving entity following the bank merger.

Each share of Independent Bank Group’s common stock, except for specific shares, was converted into 0.60 shares of SouthState common stock, as detailed by the exchange ratio outlined in the Merger Agreement. Notably, fractional shares were converted into cash as per the terms of the agreement.

The aggregate consideration for the merger amounted to approximately 24.9 million shares of SouthState common stock. The issuance of these shares was registered under the Securities Act of 1933 through a previously filed registration statement that was declared effective on July 16, 2024.

As a consequence of the merger, Independent Bank Group requested NASDAQ to suspend trading of IBTX Common Stock, with plans to delist IBTX Common Stock from the exchange. SouthState, taking over from Independent Bank Group, intends to file for the deregistration of IBTX Common Stock and other related securities with the SEC. Following the merger, IBTX will no longer exist as a separate legal entity.

Moreover, changes in control of the registrant were noted post-merger, with IBTX directors and executive officers ceasing their roles in the company. New appointments to the SouthState board of directors were made, including the appointment of David R. Brooks, G. Stacy Smith, and Janet P. Froetscher.

Furthermore, modifications to IBTX’s organizational documents were automatically implemented by law at the effective time of the merger, with SouthState’s organizational documents taking precedence.

The completion of the merger with SouthState marks a significant milestone for Independent Bank Group, reflecting a strategic move to further consolidate operations and enhance its market presence.

This news has been summarized from Independent Bank Group’s recent 8-K SEC filing. For further details, interested parties can refer to the full text of the filing available on the SEC’s website.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Independent Bank Group’s 8K filing here.

About Independent Bank Group

Independent Bank Group, Inc, through its subsidiary, Independent Bank provides various commercial banking products and services to businesses, professionals, and individuals in the United States. It accepts various deposit products, including checking and savings accounts, demand deposits, money market accounts, and certificates of deposit.