-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SutAwgok+tryM1EdUaw1OtIxcUMxvDN/QH+jGhvq0ilgMyKd3m+jgY/ZVB04/K3B 8OcbM4bhFR0ard77GRyoYw== 0001193125-07-073348.txt : 20070403 0001193125-07-073348.hdr.sgml : 20070403 20070403163518 ACCESSION NUMBER: 0001193125-07-073348 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070403 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTERSTATE BANKS OF FLORIDA INC CENTRAL INDEX KEY: 0001102266 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 593606741 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32017 FILM NUMBER: 07744885 BUSINESS ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 BUSINESS PHONE: 8632932600 MAIL ADDRESS: STREET 1: 1101 FIRST ST. S. STREET 2: SUITE 202 CITY: WINTER HAVEN STATE: FL ZIP: 33880 8-K 1 d8k.htm FORM 8-K Form 8-K

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) April 3, 2007

 


CENTERSTATE BANKS OF FLORIDA, INC.

(Exact name of registrant as specified in charter)

 


 

Florida   333-95087   59-3606741

(State or other jurisdiction

of incorporation)

  (Commission file number)  

(IRS employer

identification no.)

 

1101 First Street South, Suite 202, Winter Haven, FL   33880
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (863) 293-2600

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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.01 Completion of Acquisition

CenterState Banks of Florida, Inc. (“CenterState”) closed its previously announced acquisition of Valrico Bancorp, Inc. (“Valrico”) on Monday, April 2, 2007. Based on the closing price of CenterState’s common stock on Friday, March 30, 2007, the aggregate consideration is approximately $35.6 million, comprised of CenterState common Stock (65%) and cash (35%).

Valrico is a one bank holding company operating through its wholly owned subsidiary, Valrico State Bank (the “Bank”). The Bank opened for business in 1989 and operates through four branch locations in Hillsborough County, Florida. At December 31, 2006, Valrico reported total consolidated assets of $149.5 million, total consolidated loans of $124.0 million, total consolidated deposits of $119.7 million and total consolidated stockholders’ equity of $15.9 million. Valrico also reported consolidated net income for the year ended December 31, 2006 of $1.9 million, or $5.57 per diluted share.

Jerry Ball, President and CEO of Valrico State Bank, and his team will continue to operate the Bank as a wholly owned subsidiary of CenterState, similar to CenterState’s other subsidiary banks.

The transaction is expected to be neutral to slightly accretive to CenterState’s earnings in the first year and accretive to earnings in the second year. For additional information contact Ernest S. Pinner, CEO or James J. Antal, CFO, CenterState Banks of Florida, Inc. at 863-293-2600.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Some of the statements in this report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements related to future events, other future financial performance or business strategies, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot be assured that future results, levels of activity, performance or goals will be achieved.

 

Item 9.01 Financial Statements and Exhibits

 

  (a) Exhibits:

 

Exhibit 99.1   Press release dated April 3, 2007

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CENTERSTATE BANKS OF FLORIDA, INC.
By:  

/s/ James J. Antal

  James J. Antal
  Senior Vice President and Chief Financial Officer

Date: April 3, 2006

 

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EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

CenterState Banks of Florida, Inc. announces closing of acquisition of Valrico State Bank

CenterState Banks makes its first entry into the Hillsborough County market.

Winter Haven, Florida April 3, 2007: Ernie Pinner, Chairman, President and CEO of CenterState Banks of Florida, Inc. (“CenterState”) and Jerry Ball, President and CEO of Valrico Bancorp, Inc. (“Valrico”) located in Valrico, Florida, announced the closing of the previously reported merger. Valrico shareholders are entitled to receive CenterState common stock, cash, or a combination of CenterState common stock and cash pursuant to the merger agreement. Based on the closing price of CenterState common stock at March 30, 2007, the total value of the transaction is about $35.6 million, of which 65% is payable in stock and 35% in cash.

Pinner stated “Valrico State Bank, a subsidiary of Valrico Bancorp, Inc., will continue to operate as a separate bank. The present Board of Directors and Officers will continue to lead the Bank.” Jerry Ball of Valrico said, “This transaction will allow the Bank to compete in the Hillsborough County market with a broader range of services and the connection with the larger organization will provide an opportunity to offer larger loans to the customer in the market. I am impressed with the leadership at CenterState and look forward to the new partnership.”

Valrico State Bank has been serving the West Hillsborough County community since 1989. The Bank currently has four offices with another to open soon in the Fish Hawk community. At December 31, 2006 Valrico State Bank had total consolidated assets of $149.5 million.

The acquisition will make CenterState a five bank holding company with 36 offices in nine Central Florida counties. On a consolidated basis at December 31, 2006, CenterState Banks of Florida, Inc. had total assets of approximately $1.1 billion.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Some of the statements in this report constitute forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These statements related to future events, other future financial performance or business strategies, and may be identified by terminology such as “may,” “will,” “should,” “expects,” “scheduled,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “potential,” or “continue” or the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should specifically consider the factors described throughout this report. We cannot be assured that future results, levels of activity, performance or goals will be achieved.

For Immediate Release - April 3, 2007

 

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