We are advising SouthState on the acquisition

Davis Polk is advising SouthState Corporation on its acquisition of Independent Bank Group, Inc. in an all-stock transaction valued at approximately $2 billion. Subject to the terms of the definitive agreement, Independent Bank Group shareholders will receive 0.60 shares of SouthState common stock for each outstanding share of Independent Bank Group common stock. The transaction is expected to close by the end of the first quarter of 2025, and is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of Independent Bank Group and SouthState.

SouthState is a financial services company headquartered in Winter Haven, Florida. SouthState Bank, N.A., the company’s nationally chartered bank subsidiary, provides consumer, commercial, mortgage and wealth management solutions to more than one million customers throughout Florida, Alabama, Georgia, the Carolinas and Virginia.

Independent Bank Group, Inc. is a bank holding company headquartered in McKinney, Texas. Through its wholly owned subsidiary, Independent Bank, doing business as Independent Financial, Independent Bank Group serves customers across Texas and Colorado with a wide range of relationship-driven banking services tailored to meet the needs of businesses, professionals and individuals.

The financial institutions M&A team includes partners George R. Bason Jr., Evan Rosen and Margaret E. Tahyar and associates Ryan Olson, Jeff Wu and Danjie Fang. Partner Veronica M. Wissel and counsel Charlotte R. Fabiani are providing executive compensation advice. Partner Corey M. Goodman is providing tax advice. All members of the Davis Polk team are based in the New York office.

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