SEC Comment Letter for SouthState Corp (SSB) (CIK 0000764038) (SSB) — Aug 7, 2017
SouthState Corp (SSB) (CIK 0000764038)
Date: Aug. 7, 2017 · CIK: 0000764038 · Accession: 0000000000-17-027760
AI Filing Summary & Sentiment
File numbers found in text: 333-219299
Letter
Mail Stop 4720 August 7 , 2017 Robert R. Hill, Jr. Chief Executive Officer South State Corporation 520 Gervais Street Columbia, SC 29201
Re: South State Corporation Registration Statement on Form S-4 Filed July 14 , 2017 File No. 333-219299
Dear Mr. Hill:
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
Form S -4
1. Please provide Park Sterling´s shareholders an opportunity to express their views separately on the amendment to the South State articles to increase its authorized shares, as outlined in Proposal 2 to South Sta te´s shareholders. In this regard, we note your disclosure on page 39 that South State currently has a sufficient number of authorized and unissued shares of its common stock to complete the merger. Please refer to Question 201.01 of our Proxy Rules and S chedule 14A Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a -4(a)(3) in the M&A Context) (Updated October 27, 2015) , which is available on our website.
Robert R. Hill, Jr. South State Corporation August 7 , 2017 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Jessica Livingston at 202-551-3448 or me at 202-551-3338 with any questions.
Sincerely,
/s/ Dietrich A. King
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Mail Stop 4720 August 7 , 2017 Robert R. Hill, Jr. Chief Executive Officer South State Corporation 520 Gervais Street Columbia, SC 29201 Re: South State Corporation Registration Statement on Form S-4 Filed July 14 , 2017 File No. 333-219299 Dear Mr. Hill: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Form S -4 1. Please provide Park Sterling´s shareholders an opportunity to express their views separately on the amendment to the South State articles to increase its authorized shares, as outlined in Proposal 2 to South Sta te´s shareholders. In this regard, we note your disclosure on page 39 that South State currently has a sufficient number of authorized and unissued shares of its common stock to complete the merger. Please refer to Question 201.01 of our Proxy Rules and S chedule 14A Compliance and Disclosure Interpretations (Regarding Unbundling under Rule 14a -4(a)(3) in the M&A Context) (Updated October 27, 2015) , which is available on our website. Robert R. Hill, Jr. South State Corporation August 7 , 2017 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for accel eration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jessica Livingston at 202-551-3448 or me at 202-551-3338 with any questions. Sincerely, /s/ Dietrich A. King Dietrich A. King Assistant Director Office of Financial Services cc: Matthew M. Guest , Esq.