CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Files An 8-K Other Events

ME Staff 8-k
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CENTERSTATE BANKS, INC. (NASDAQ:CSFL) Files An 8-K Other Events

Item 8.01.Other Events

As previously reported, on October 17, 2016, CenterState Banks,
Inc. (CenterState) and Platinum Bank Holding Company (Platinum)
entered into a definitive agreement for CenterState to acquire
Platinum, the holding company of Platinum Bank.As also previously
reported, on November 30, 2016, CenterState and Gateway Financial
Holdings of Florida, Inc. (Gateway) entered into a definitive
agreement for CenterState to acquire Gateway, the holding company
of Gateway Bank of Florida, Gateway Bank of Central Florida, and
Gateway Bank of Southwest Florida.Each of the transactions is
subject to customary closing conditions, including receipt of
required regulatory approvals and shareholder approval by the
company being acquired.The foregoing transactions are
collectively referred to as the Mergers.

CenterState has included with this filing certain historical
audited and unaudited financial information with respect to
Platinum and Gateway, and certain unaudited pro forma financial
information giving effect to the Mergers as though they had been
completed on the dates set forth in such information.

Additional Information and Where to Find It

This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation
of any vote or approval in respect of the Mergers. In connection
with the Mergers, CenterState has filed with the SEC a
registration statement on Form S-4 that includes a proxy
statement/prospectus for the shareholders of Platinum and will
file with the SEC a registration statement on Form S-4 that will
include a proxy statement/prospectus for the shareholders of
Gateway and other documents regarding the Mergers. Platinum and
Gateway will mail the final proxy statement/prospectus with
respect to its applicable Merger to its shareholders. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS AND
INVESTORS ARE URGED TO READ EACH PROXY STATEMENT/PROSPECTUS
REGARDING THE MERGERS AND ANY OTHER RELEVANT DOCUMENTS CAREFULLY
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE MERGERS. The proxy
statement/prospectus for each Merger, as well as other filings
containing information about CenterState, Platinum and Gateway,
will be available without charge, at the SECs website
(www.sec.gov). Copies of the proxy statements/prospectuses and
other documents filed with the SEC in connection with the Mergers
can also be obtained, when available, without charge, from
CenterStates website (www.centerstatebanks.com).

Item 9.01

Financial Statements and Exhibits.

(a)

Financial statements of business acquired.

(i)

The audited consolidated balance sheets of Platinum Bank
Holding Company as of December 31, 2015 and 2014, and the
related audited consolidated statements of income,
comprehensive income, changes in shareholders equity and
cash flows for each of the two years ended December 31,
2015, and the related notes and report of independent
auditors thereto, required by this item are included as
Exhibit 99.1 and incorporated by reference herein.

(ii)

The unaudited condensed consolidated balance sheets of
Platinum Bank Holding Company as of September 30, 2016
and 2015, and related unaudited condensed consolidated
statements of income, comprehensive income, changes in
shareholders equity and cash flows for the nine months
ended September 30, 2016 and 2015, and related notes
required by this item, are included as Exhibit 99.2 and
incorporated herein by reference.

(iii)

The audited consolidated balance sheets of Gateway
Financial Holdings of Florida, Inc. as of December 31,
2015 and 2014, and the related audited consolidated
statements of income, comprehensive income, changes in
shareholders equity and cash flows for each of the two
years ended December 31, 2015, and the related notes and
report of independent auditors thereto, required by this
item are included as Exhibit 99.3 and incorporated by
reference herein.

(iv)

The unaudited condensed consolidated balance sheets of
Gateway Financial Holdings of Florida, Inc. as of
September 30, 2016 and 2015, and related unaudited
condensed consolidated statements of income,
comprehensive income, changes in shareholders equity and
cash flows for the nine months ended September 30, 2016
and 2015, and related notes required by this item, are
included as Exhibit 99.4 and incorporated herein by
reference.

(b)

Pro forma financial information.

(i)

The unaudited pro forma combined consolidated balance
sheet as of September 30, 2016, and the unaudited pro
forma combined consolidated statements of income for the
nine months ended September 30, 2016 and the year ended
December 31, 2015 are incorporated herein by reference to
Exhibit 99.5.

(c)

Shell Company Transactions.

(i)

Not applicable.

(d)

Exhibits:

The following are filed as exhibits to this Current Report on
Form 8-K:

Exhibit 23.1

Consent of Hacker, Johnson Smith, P.A.

Exhibit 99.1

Audited Consolidated Financial Statements of Platinum
Bank Holding Company as of and for the years ended
December 31, 2015 and 2014.

Exhibit 99.2

Unaudited Condensed Consolidated Financial Statements of
Platinum Bank Holding Company as of and for the nine
months ended September 30, 2016 and September 30, 2015.

Exhibit 99.3

Audited Consolidated Financial Statements of Gateway
Financial Holdings of Florida, Inc. as of and for the
years ended December 31, 2015 and 2014

Exhibit 99.4

Unaudited Condensed Consolidated Financial Statements of
Gateway Financial Holdings of Florida, Inc. as of and for
the nine months ended September 30, 2016 and September
30, 2015.

Exhibit 99.5

Unaudited Pro Forma Combined Consolidated Financial
Statements of CenterState Banks, Inc.


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 down -0.32 at 24.81 with 166,716 shares trading hands.