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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 27, 2015

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (863) 419-7750

Not Applicable

(Former name or former address, if changed since last report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On October 27, 2015, CenterState Banks, Inc. (the “Company” or “CSFL”) entered into an Agreement and Plan of Merger (“Agreement”) with Hometown of Homestead Banking Company (“HBC”) a Florida corporation, whereby CSFL will, on the terms and subject to the conditions set forth in this Agreement, (i) acquire HBC through the merger (the “ Merger ”) of CSFL Acquisition Corp, to be organized as a wholly-owned subsidiary of CSFL (“Merger Subsidiary”), with and into HBC, with HBC surviving the Merger as a wholly-owned subsidiary of CSFL and (ii) immediately thereafter merge HBC with and into CSFL. Pursuant to and simultaneously with entering into the Agreement, CSFL’s wholly owned subsidiary bank, CenterState Bank of Florida, N.A. (“CSB”), and HBC’s wholly owned subsidiary bank, 1 st National Bank of South Florida (“1 st National Bank”), entered into a Plan of Merger and Merger Agreement whereby 1 st National Bank will be merged with and into CSB immediately subsequent to the Merger.

Under the terms and subject to the conditions of the Agreement each outstanding share of HBC Class A, Class B and Class C common stock is entitled to receive $1.25 cash payment. Pursuant to the Agreement, each valid option to purchase shares of HBC Common Stock outstanding and unexercised immediately prior to the Merger closing will become fully vested and be converted into the right to receive an amount of cash equal to the product of (i) the number of shares of HBC common stock subject to such HBC stock option, and (ii) the excess, if any, of (x) $1.25, over (y) the exercise price per share provided for in such HBC stock option. The total purchase price is equal to approximately $19.1 million.

st National Bank reported total assets of approximately $346 million, total loans of approximately $204 million and total deposits of approximately $283 million.

The Agreement has been unanimously approved by the board of directors of CSFL and HBC. The transaction is expected to close in the first quarter of 2016 subject to customary conditions, including receipt of all applicable regulatory approvals and HBC shareholder approval.

The Agreement contains usual and customary representations and warranties that CSFL and HBC made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between CSFL and HBC and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating its terms. Moreover, the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed...


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