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 2, 2018
CENTERSTATE BANK CORPORATION
(Exact name of registrant as specified in its charter)
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Florida |
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000-32017 |
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59-3606741 |
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(State or other jurisdiction |
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(Commission |
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(IRS employer |
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1101 First Street South, Suite 202, Winter Haven, FL |
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33880 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (863) 293-4710
Not Applicable
(Former name or former address, if changed since last report)
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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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On April 2, 2018, CenterState Bank Corporation (the “Company”) entered into a Second Amendment to Loan Agreement and Loan Documents (the “Second Amendment”) with NexBank SSB (the “Lender”) providing for the amendment of that certain Loan Agreement dated as of April 8, 2015 to extend the maturity date of the revolving line of credit to April 1, 2021. In connection with entering into the Second Amendment, the Company issued to the Lender an Amended and Restated Revolving Promissory Note dated as of April 2, 2018 (the “A/R Note”).
The descriptions contained herein of the Second Amendment and the A/R Note are qualified in their entirety by reference to the terms of such documents, each of which is attached hereto as an exhibit and incorporated herein by this reference.
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Item 2.03 |
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided under Item 1.01 “Entry into a Material Definitive Agreement” is incorporated herein by reference.
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Item 9.01 |
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Financial Statements and Exhibits |
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(d) |
Exhibits: |
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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.
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CENTERSTATE BANK CORPORATION |
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By: |
/s/ Jennifer L. Idell |
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Name: |
Jennifer L. Idell |
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Title: |
Executive Vice President and |
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Chief Financial Officer |
Date: April 5, 2018
Exhibit 10.1
SECOND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS
THIS SECOND AMENDMENT TO LOAN AGREEMENT AND LOAN DOCUMENTS (this “Amendment”) is entered into as of April 2, 2018, between CENTERSTATE BANK CORPORATION, a Florida corporation formerly known as CenterState Banks, Inc. (“Borrower”), and NEXBANK SSB (“Lender”).
R E C I T A L S
A.Borrower and Lender are parties to that certain Loan Agreement dated as of April 8, 2015 (as it may be amended, modified, supplemented, restated or amended and restated from time to time, the “Loan Agreement”). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in the Loan Agreement and all Section references are to Sections in the Loan Agreement.
B.Borrower has changed its name from CenterState Banks, Inc. to Centerstate Bank Corporation.
C.CenterState Bank, National Association, a wholly-owned subsidiary of Borrower formerly known as CenterState Bank of Florida NA (“Bank”), has changed its name from CenterState Bank of Florida, NA to CenterState Bank, National Association.
D.Borrower and Lender have agreed, subject to the terms, conditions, and representations set forth herein, to extend the maturity date of the Loan Agreement.
E.Borrower and Lender desire to amend the Loan Documents, subject to the terms, conditions, and representations set forth herein, as requested by Borrower.
F.Borrower and Lender agree to the other terms and provisions provided below, subject to the terms, conditions, and representations set forth herein.
NOW, THEREFORE, in consideration of these premises and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree, as follows:
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1. |
Amendments to Loan Agreement. Subject to the satisfaction of the conditions set forth herein, the Loan Agreement is amended as follows: |
(a)The definition of “Maturity Date” in Section 1.61 the Loan Agreement is hereby amended and restated in its entirety to read as follows:
1.61 Maturity Date. Shall be April 1, 2021.
(b)The Loan Agreement and each of the other Loan Documents is hereby amended to replace any references to “CenterState Banks, Inc.” with “CenterState Bank Corporation”.
(c)The Loan Agreement and each of the other Loan Documents is hereby amended to replace any references to “CenterState Bank of Florida, NA” with “CenterState Bank, National Association”.
(d)All references in the Loan Documents to the Loan Agreement and any other Loan Document shall henceforth include references to such documents, as modified and amended hereby, and as may, from time to time, be further amended, modified, extended, renewed, and/or increased.
(e)Any and all of the terms and provisions of the Loan Documents are hereby amended and modified wherever necessary, even though not specifically addressed herein, so as to conform to the amendments and modifications set forth herein.
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2. |
Conditions Precedent. Notwithstanding any contrary provision, this Amendment shall be effective on the first day upon which all of the following conditions precedent have been satisfied (the “Effective Date”): |
(a)Lender shall have received counterparts of this Amendment executed by Borrower and Lender;
(b)Lender shall have received a counterpart of the Second Amended and Restated Promissory Note executed by Borrower (the “Second Amended and Restated Note”);
(c)Lender shall have received counterparts of that certain Waiver Letter dated as of the date hereof, executed by Borrower and Lender (the “Waiver Letter”);
(d)Lender shall have received an officer’s certificate of an authorized officer of Borrower certifying and attaching (i) true and correct copies of Borrower’s most recent Constituent Documents and Bank’s most recent bylaws, (ii) a true and correct copy of such resolutions of the board of directors or similar governing body of Borrower authorizing this Amendment and the Second Amended and Restated Promissory Note, (iii) a certificate of good standing from the Borrower’s jurisdiction of formation and any other jurisdiction wherein the failure to be qualified and in good standing would cause a Material Adverse Change and (iv) an incumbency of officers;
(e)Lender shall have received (i) the results of a Uniform Commercial Code search showing all financing statements and other documents or instruments on file against Borrower in the office of the Secretary of State of Florida and (ii) Uniform Commercial Code financing statements and amendments in form and substance satisfactory to Lender in its sole discretion, in each case listing Borrower as debtor and covering the Collateral;
(f)Lender shall have received satisfactory evidence that Borrower has paid the fees and expenses of counsel described in Section 6 below;
(g)No Default or Event of Default, other than as waived by the Waiver Letter, shall have occurred and be continuing or shall result after giving effect to this Amendment;
(h)Lender shall have received such other instruments and documents incidental and appropriate to the transactions provided for herein as Lender or its counsel may reasonably request, and all such documents shall be in form and substance satisfactory to Lender (it being agreed that execution of this Amendment by Lender shall evidence that the foregoing conditions have been fulfilled).
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which Bank is formed (the failure by Borrower to so perform or cause to be performed such obligation, shall constitute an Event of Default). |
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Reaffirmation of Loan Documents and Liens. Except as amended and modified hereby, any and all of the terms and provisions of the Loan Agreement and the other Loan Documents shall remain in full force and effect and are hereby in all respects ratified and confirmed by Borrower. Except as amended and modified hereby, any and all of the terms and provisions of the Loan Documents to which each Borrower hereby agrees that, except as expressly provided in this Amendment, the amendments and modifications herein contained shall in no manner affect or impair the liabilities, duties and obligations of Borrower under the Loan Agreement and the other Loan Documents or the Liens securing the payment and performance thereof. Borrower further confirms that the liens and security interests in the Collateral created under the Loan Documents secure, among other indebtedness, Borrower’s obligations under the Loan Documents, and all modifications, amendments, renewals, extensions, and restatements thereof. |
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5. |
Representations and Warranties. As a material inducement for Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender (with the knowledge and intent that Lender is relying upon the same in consenting to this Amendment) that as of the Effective Date, and after giving effect to the transactions contemplated by this Amendment: (a) all representations and warranties in the Loan Agreement and in all other Loan Documents are true and correct in all material respects, as though made on the date hereof, except to the extent that (i) any of them speak to a different specific date or may have otherwise been made inaccurate by the mere passage of time; or (ii) the facts or circumstances on which any of them were based have been changed by transactions or events not prohibited by the Loan Documents; (b) other than as waived by the Waiver Letter, no Default or Event of Default exists under the Loan Documents or will exist after giving effect to this Amendment; (c) this Amendment has been duly authorized and approved by all necessary organizational action and requires the consent of no other Person, and is binding and enforceable against Borrower in accordance with its terms; and (d) the execution, delivery and performance of this Amendment in accordance with its terms, does not and will not, by the passage of time, the giving of notice, or otherwise: (i) require any governmental approval, other than such as have been obtained and are in full force and effect, or violate any applicable law relating to Borrower; (ii) conflict with, result in a breach of, or constitute a default under the Constituent Documents of Borrower thereof, or any indenture, agreement, or other instrument to which Borrower is a party or by which they or any of their properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Borrower. |
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Fees, Costs and Expenses. Borrower agrees to pay promptly the reasonable and documented fees and expenses of counsel to Lender for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment and all related documents. |
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7. |
Miscellaneous. |
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(a) |
This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Loan Agreement or in any other Loan Document, or other agreements, documents or other instruments executed and delivered pursuant to the Loan Agreement to the “Loan Agreement”, shall mean and be a reference to the Loan Agreement as amended by this Amendment. |
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(c) |
All of the terms and provisions of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. |
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(d) |
This Amendment may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Amendment. |
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(e) |
THIS AMENDMENT, THE LOAN AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. |
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(f) |
The headings, captions and arrangements used in this Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. |
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(g) |
Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. |
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(h) |
This Amendment shall be construed in accordance with and governed by the laws of the State of Texas. |
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple counterparts, effective as of Effective Date.
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BORROWER: |
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CENTERSTATE BANK CORPORATION, |
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a Florida corporation formerly known as |
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By: |
/s/ Stephen D. Young |
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Name: Stephen D. Young |
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Title: EVP and COO |
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Signature Page to Second Amendment to Loan Agreement and Loan Documents
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LENDER: |
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NEXBANK SSB |
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By: |
/s/ Rhett A. Miller, III |
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Name: Rhett A. Miller, III |
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Title: EVP and CLO |
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Signature Page to Second Amendment to Loan Agreement and Loan Documents
Exhibit 10.2
SECOND AMENDED AND RESTATED PROMISSORY NOTE
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DATE: |
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April 2, 2018 |
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BORROWER(S): |
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CenterState Bank Corporation |
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1101 1st Street South |
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Winter Haven, Florida 33880 |
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LENDER: |
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NexBank SSB |
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2515 McKinney Avenue, Suite 1100 |
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Dallas, Texas 75201 |
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PRINCIPAL AMOUNT: |
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$50,000,000.00 |
Promise to Pay. For value received, Borrower promises to pay to Lender the sum of up to the Principal Amount, to the extent advanced by Lender, or, if less, the unpaid principal amount of the Loan, and interest from the date hereof on the balance of principal from time to time outstanding, in United States currency, at the rates and at the times hereinafter described.
Loan Agreement. This Second Amended and Restated Promissory Note (this “Note”) is issued by Borrower pursuant to that certain Loan Agreement dated as of April 8, 2015 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) entered into between Lender and Borrower. This Note evidences the Loan (as defined in the Loan Agreement). Payment of principal and interest on this Note is governed by the Loan Agreement, the terms of which are incorporated herein by express reference as if fully set forth herein. If any conflict or inconsistency exists between this Note and the Loan Agreement, the Loan Agreement shall govern. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.
ARTICLE I - PAYMENT TERMS
1.01 Principal and Interest. Shall mean (a) a disbursement by Lender of any of the proceeds of the Loan to or for the benefit of the Borrower; and (b) funds that Lender advances or indebtedness Lender incurs in exercising its rights.
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The maximum aggregate amount of this Note shall not exceed the Principal Amount. All unpaid principal, accrued and unpaid interest and any other sums due under this Note shall be due and payable in full on April 1, 2021, the Maturity Date. |
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Subject to subsection c below, the unpaid principal amount of this Note shall bear interest at the Note Rate (the “Applicable Rate”), unless the Default Rate is applicable. Interest at the Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment. At the election of Lender, the Loan shall bear interest at the Default Rate at any time during which an Event of Default shall exist. |
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interest hereon shall be due and payable in full on the Maturity Date or upon the earlier maturity hereof, whether by acceleration or otherwise. All payments (whether of principal or of interest) shall be deemed credited to Borrower’s account only if received by 2:00 p.m. Dallas time on a Business Day; otherwise, such payment shall be deemed received on the next Business Day |
1.02 Maximum Lawful Rate. It is the intent of Borrower and Lender to conform to and contract in strict compliance with applicable usury law from time to time in effect. In no way, nor in any event or contingency (including but not limited to prepayment, default, demand for payment, or acceleration of the maturity of any obligation), shall the rate of interest taken, reserved, contacted for, charged or received under this Note and the other Loan Documents exceed the highest lawful interest rate permitted under applicable law. If Lender shall ever receive anything of value which is characterized as interest under applicable law and which would apart from this provision be in excess of the highest lawful interest rate permitted under applicable law, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loan and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal. All interest paid or agreed to be paid to the holder hereof shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full stated term (including any renewal or extension) of the Loan so that the amount of interest on account of such obligation does not exceed the maximum permitted by applicable law. As used in this Section, the term "applicable law" shall mean the laws of the State of Texas or the federal laws of the United States, whichever laws allow the greater interest, as such laws now exist or may be changed or amended or come into effect in the future.
1.03 Monthly Payments and Prepayments. All payments on account of the indebtedness evidenced by this Note shall be made to Lender not later than 2:00 p.m. Dallas, Texas time on the day when due in lawful money of the United States and shall be first applied to late charges, costs of collection or enforcement and other similar amounts due, if any, under this Note and any of the other Loan Documents, then to interest due and payable hereunder and the remainder to principal due and payable hereunder. Borrower shall have the right to make prepayments of the Loan at any time, in whole or in part, without being required to pay any prepayment penalty or premium in accordance with the provisions of the Loan Agreement. No prepayment of all or part of the Loan shall be permitted unless same is made together with the payment of all interest accrued on the Loan through the date of prepayment.
1.04 Maturity Date. The indebtedness evidenced hereby shall mature on the Maturity Date, or as accelerated under the terms of the Loan Agreement. On the Maturity Date, the entire outstanding principal balance hereof, together with accrued and unpaid interest and all other sums evidenced by this Note, shall, if not sooner paid, become due and payable.
ARTICLE II – GENERAL PROVISIONS
2.01 In the event (i) the principal balance hereof is not paid within 10 days of when due whether by acceleration or upon the Maturity Date or (ii) an Event of Default exists, then the principal balance hereof shall, at the election of Lender, bear interest from and after such date at the Default Rate. In addition, for any required payment which is not made by the tenth (10th) day following the due date thereof, a late charge equal to the Default Rate on such late payment shall be due and payable to the holder of this Note on demand to cover the extra expense involved in handling delinquent payments.
2.02 Borrower agrees that the obligation evidenced by this Note is an exempt transaction under the Truth-in-Lending Act, 15 U.S.C. § 1601, et seq.
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2.03 This Note and all provisions hereof shall be binding upon Borrower and all persons claiming under or through Borrower, and shall inure to the benefit of Lender, together with its successors and assigns, including each owner and holder from time to time of this Note.
2.04 Time is of the essence as to all dates set forth herein.
2.05 To the fullest extent permitted by applicable law, Borrower agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; and Borrower consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions of this Note, and to any substitution, exchange or release of the Collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any makers, endorsers, guarantors, or sureties, all whether primarily or secondarily liable, without notice to Borrower and without affecting its liability hereunder.
2.06 To the fullest extent permitted by applicable Law, Borrower hereby waives and renounces for itself, its successors and assigns, all rights to the benefits of any statute of limitations and any moratorium, reinstatement, marshaling, forbearance, valuation, stay, extension, redemption, appraisement, or exemption and homestead laws now provided, or which may hereafter be provided, by the laws of the United States and of any state thereof against the enforcement and collection of the obligations evidenced by this Note.
2.07 If this Note is placed in the hands of attorneys for collection or is collected through any legal proceedings, Borrower promises and agrees to pay, in addition to the principal, interest and other sums due and payable hereon, all costs of collecting or attempting to collect this Note, including all reasonable attorneys’ fees and disbursements.
2.08 To the fullest extent permitted by applicable law, all parties now or hereafter liable with respect to this Note, whether Borrower, principal, surety, guarantor, endorsee or otherwise hereby severally waive presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of a past due payment following the expiration of any cure period provided by this Note, any Loan Document or applicable law, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Lender thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent the exercise of such right of acceleration or any other right granted hereunder or by the laws of the State. Borrower hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.
2.09 THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
2.10 THIS NOTE AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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2.11 This Note modifies, replaces, and supersedes, but does not extinguish the indebtedness evidenced by, that certain Amended and Restated Promissory Note dated January 23, 2017, in the original principal amount of $50,000,000, executed by Borrower and payable to the order of Lender.
[Signature page follows]
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BORROWER: |
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CENTERSTATE BANK CORPORATION, |
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a Florida corporation |
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By: |
/s/ Stephen D. Young |
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Name: Stephen D. Young |
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Title: EVP and COO |
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Signature page to
Second Amended and Restated Note