-----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, JRYhTIt2JtMryOHeiIed8WDJP1S8oU/WbPoxighUw49S6+k4HyTlSCvS+f1GdkzB wA1pLoyAW7D+jMxT95kgnw== 0001193125-11-012525.txt : 20110124 0001193125-11-012525.hdr.sgml : 20110124 20110124090636 ACCESSION NUMBER: 0001193125-11-012525 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110120 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110124 DATE AS OF CHANGE: 20110124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CenterState Banks, 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: 11542683 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 FORMER COMPANY: FORMER CONFORMED NAME: CENTERSTATE BANKS OF FLORIDA INC DATE OF NAME CHANGE: 20000103 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) January 20, 2011

 

 

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   000-32017   59-3606741

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS employer

identification no.)

 

42745 U.S. Highway 27, Davenport, FL   33837
(Address of principal executive offices)   (Zip Code)

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):

 

¨ 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 of Assets

On January 20, 2011 CenterState Banks, Inc. (the “Company”) through it’s lead subsidiary bank, CenterState Bank of Florida, N.A. (“CenterState”) completed its previously announced transaction as described in the Purchase and Assumption Agreement dated as of August 8, 2010 by and among CenterState, Carolina First Bank and, to the extent provided therein, The South Financial Group, Inc. and TD Bank, National Association (the “P&A Agreement).

Pursuant to the P&A Agreement, CenterState acquired approximately $114 million of deposits, two branch offices and assumed the leases on an additional two branch offices within Putnam County, Florida. CenterState did not pay a premium for the deposits and purchased the two owned branches for approximately $0.7 million. In addition, CenterState purchased approximately $121.4 million of performing loans previously selected by CenterState and located within CenterState’s fourteen County market areas within central Florida. CenterState purchased the performing loans for 90% of their face value amount, plus accrued and unpaid interest. During the two year period following the closing of this transaction, CenterState may put back to TD Bank N.A. (“TD”) any acquired loan that (1) becomes more than 30 days delinquent or (2) becomes classified as “nonaccrual,” “substandard,” “doubtful,” or “loss” in accordance with applicable regulatory standards for loss classification.

Carolina First Bank, TD and their affiliates have agreed to customary non-competition and non-solicitation covenants as part of the transaction.

The foregoing summary of the P&A Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the P&A Agreement, incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K dated August 8, 2010.

 

Item 9.01. Exhibits.

 

Exhibit 99.1    Form of the Purchase and Assumption Agreement dated as of August 8, 2010 by and among CenterState Bank of Florida, N.A., Carolina First Bank, The South Financial Group, Inc. and TD Bank, National Association. (Incorporated by reference to Exhibit 99.1 to the Company’s Form 8-K dated August 8, 2010.)

 

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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, INC.
By:  

/s/ James J. Antal

 

James J. Antal

 

Senior Vice President and

 

Chief Financial Officer

Date: January 24, 2011

 

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