Exhibit 4.7
Execution Version
(7.000% Fixed-to-Floating Rate Subordinated Debt due 2035)
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of August 31, 2025, is by and among U.S. Bank Trust Company, National Association, a national banking association and successor in interest to U.S. Bank National Association (herein, together with its successors in interest, the “Trustee”), SouthState Bank Corporation, a Florida corporation (the “Successor Company”), and SouthState Corporation, a South Carolina corporation (the “Company”), under the Indenture referred to below.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the Trustee, the Company and the Successor Company hereby agree as follows:
Reference is made to that certain Indenture, dated as of June 13, 2025 (the “Base Indenture”), by and between the Trustee and the Company and that First Supplemental Indenture, dated as of June 13, 2025, between the Company and the Trustee (together, with the Base Indenture, the “Indenture”), pursuant to which the Company issued U.S. $350,000,000 of its 7.000% Fixed-to-Floating Rate Junior Subordinated Notes due 2035 (the “Notes”).
As permitted by the terms of the Indenture, the Company, simultaneously with the effectiveness of this Second Supplemental Indenture, shall merge (referred to herein and for purposes of Article IX of the Indenture as the “Merger”) with and into Successor Company, with the Successor Company as the surviving corporation. The parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Section 801 of the Indenture.
Section 1. Definitions. All capitalized terms used herein which are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned them in the Indenture except as otherwise provided herein or unless the context otherwise requires.
| (a) | In this Second Supplemental Indenture, unless a clear contrary intention appears: |
| (i) | the singular number includes the plural number and vice versa; |
| (ii) | reference to any gender includes the other gender; |
| (iii) | the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Second Supplemental Indenture as a whole and not to any particular Section or other subdivision; |
| (vi) | reference to any Section means such Section of this Second Supplemental Indenture; and |
| (vii) | the word “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; and |
| (b) | No provision in this Second Supplemental Indenture shall be interpreted or construed against any Person because that Person or its legal representative drafted such provision. |
Section 3. Assumption of Obligations.
Section 4. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary power and authority to execute and deliver this Second Supplemental Indenture and to perform the covenants and obligations of the Indenture, (b) upon the effectiveness of the Merger it will be the successor of the Company pursuant to a valid
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merger effected in accordance with applicable law, (c) it is a corporation organized and existing under the laws of the State of Florida, (d) both immediately before and after giving effect to this Second Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and is continuing and (e) this Second Supplemental Indenture is executed and delivered pursuant to Section 901(a) and Article IX of the Indenture and does not require the consent of the Securityholders.
Section 5. Conditions of Effectiveness.This Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:
| (b) | the Trustee shall have received an Officers’ Certificate substantially in the form attached hereto as Exhibit A. |
| (c) | the Trustee shall have received an Opinion of Counsel substantially in the form attached hereto as Exhibit B. |
Section 6. Reference to the Indenture.
| (c) | The Indenture, as amended and supplemented hereby, shall remain in full force and effect and is hereby ratified and confirmed. |
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Section 7. Addresses for Notices. All notices or other communications to be addressed to the Company as contemplated by Section 105 of the Indenture shall be addressed to the Successor Company as follows:
SouthState Bank Corporation 1101 First Street South, Suite 202 Winter Haven, FL 33880
Attention: Chief Accounting Officer Telephone: (863) 293-4710
Section 8. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument.
Section 9. Governing Law; Binding Effect. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns.
Section 10. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or the due execution thereof by the Company or the Successor Company. The recitals of fact contained herein shall be taken as the statements solely of the Company or the Successor Company, and the Trustee assumes no responsibility for the correctness thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE | ||
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By: | /s/ Steven J. Gomes | |
Name: | Steven J. Gomes | |
Title: | Vice President | |
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SouthState Corporation | ||
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By: | | |
Name: | | |
Title: | | |
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SouthState Bank Corporation | ||
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By: | | |
Name: | | |
Title: | | |
[Signature Page of Second Supplemental Indenture – 7.000% Fixed-to-Floating Rate Subordinated Debt due 2035]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed and effective as of the day and year first written above, by their respective officers thereunto duly authorized.
U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE | ||
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By: | | |
Name: | | |
Title: | | |
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SouthState Corporation | ||
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By: | /s/ William E. Matthews V | |
Name: | William E. Matthews V | |
Title: | Chief Financial Officer | |
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SouthState Bank Corporation | ||
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By: | /s/ William E. Matthews V | |
Name: | William E. Matthews V | |
Title: | Chief Financial Officer | |
[Signature Page of Second Supplemental Indenture – 7.000% Fixed-to-Floating Rate Subordinated
Debt due 2035]
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