CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets. |
CenterState Banks, Inc. (NASDAQ: CSFL) (the Company) announced
today that effective April 1, 2017, Platinum Bank Holding Company
(PBHC), a Florida corporation, merged with and into the Company,
with the Company as the surviving entity (Merger), to an
Agreement and Plan of Merger dated as of October 17, 2016 between
the Company and PBHC (the Merger Agreement). to the Merger
Agreement, PBHCs shareholders are entitled to receive for each
share of PBHC common stock a $7.60 cash payment and 3.7832 shares
of Company common stock. Each outstanding share of the Companys
common stock remained outstanding and was unaffected by the
Merger. Immediately following the Merger, Platinum Bank, a
Florida banking corporation and wholly owned subsidiary of PBHC,
merged with and into CenterState Bank of Florida, N.A., a
national banking association and wholly owned subsidiary of the
Company, with CenterState Bank of Florida, N.A. surviving the
merger.
The Companys acquisition of PBHC does not constitute a business
acquisition at the significance level that would require the
filing of financial statements as contemplated by Rule 3.05 of
Regulation S-X.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is incorporated by
reference as Exhibit 2.1 to the Companys 8-K filed on October 18,
2016.
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Item 7.01 |
Regulation FD Disclosure. |
The Company also announced today that it will release first
quarter earnings results on Tuesday, April 25, 2017, after the
market closes. Upon release, investors may access a copy of the
Companys earnings results at the Companys website at
www.centerstatebanks.com and selecting First Quarter 2017
Earnings Results under the heading News Releases.
The Company will host a conference call on Wednesday, April 26,
2017 at 2:00 p.m. (Eastern Time) to discuss its first quarter
2017 results. Investors may call in (toll free) by dialing (866)
393-0571 (passcode 2349559); host: Jennifer Idell, CFO).
Alternatively, individuals may listen to the live webcast of the
presentation by visiting the link at the Companys website at
www.centerstatebanks.com.
An audio replay of the live webcast is expected to be available
by the evening of April 26, 2017 at the Companys website located
in the subsection Presentations under the heading News and Market
Data.
In accordance with General Instruction B.2 of Form 8K, the
information in Item 7.01 of this Current Report on Form 8K shall
not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liability of that section, and shall
not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
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Item 9.01 |
Exhibits. |
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(d) |
Exhibits |
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Exhibit 2.1 |
Agreement and Plan of Merger by and between CenterState |
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Exhibit 99.1 |
Press Release, dated April 3, 2017. |
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About CENTERSTATE BANKS, INC. (NASDAQ:CSFL)
CenterState Banks, Inc. (CSFL) is a bank holding company, which owns CenterState Bank of Florida, N.A. (CSB or the Bank) and a non-bank subsidiary, R4ALL, Inc. (R4ALL). The Company’s basic services include demand interest-bearing and noninterest-bearing accounts, money market deposit accounts, time deposits, safe deposit services, cash management, direct deposits, notary services, money orders, night depository, travelers’ checks, cashier’s checks, domestic collections, savings bonds, bank drafts, automated teller services, drive-in tellers, and banking by mail and by Internet. In addition, the Company offers residential and commercial real estate loans, secured and unsecured commercial loans and consumer loans. The Company also provides automated teller machine (ATM) cards and offers Internet banking services to its customers. The Company also has a wealth management division that offers other financial products to its customers, including mutual funds, annuities and other products. CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Recent Trading Information
CENTERSTATE BANKS, INC. (NASDAQ:CSFL) closed its last trading session 00.00 at 25.90 with 418,079 shares trading hands.