Item 2.01 Completion of Acquisition or Disposition of Assets.
Effective June 1, 2014, CenterState Banks, Inc. (the "Company") completed its
previously announced merger (the "Merger") with First Southern Bancorp, Inc.
("FSB"), pursuant to an Agreement and Plan of Merger dated as of January 29,
2014 (the "Merger Agreement") between the Company and FSB. At closing, FSB
merged with and into the Company, with the Company as the surviving corporation
in the Merger. Pursuant to the Merger Agreement, holders of FSB common stock are
entitled to receive for each share of FSB common stock held immediately prior to
the effective time of the Merger, 0.30 shares of Company common stock par value
$0.01 per share (the "Company Common Stock") and $3.00 in cash. For each
fractional share that would otherwise be issued, the Company will pay cash in an
amount equal to such fraction multiplied by $10.58. Each outstanding share of
the Company's Common Stock remained outstanding and was unaffected by the
Merger. As a result of the Merger, the Company will deliver approximately $95.4
million in cash and approximately 9.5 million shares of Company Common Stock to
the holders of FSB common stock. The cash portion of the Merger consideration
was funded through consolidated cash on hand from the combined entity.
Immediately following the Merger, First Southern Bank, a Florida banking
corporation and majority owned subsidiary of FSB, 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 foregoing description of the Merger and the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement, which was filed as Exhibit 10.1 to the Company's Current
Report on Form 8-K/A filed with the SEC on January 31, 2014, which is
incorporated herein by reference as Exhibit 2.1.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by Item 9.01(a) of Form 8-K will be filed by
amendment within 71 days after the date upon which this Current Report on Form
8-K was required to be filed with the SEC
(b) Pro Forma Financial Information.
Pro forma financial information required will be filed by amendment within 71
days after the date upon which this Current Report on Form 8-K was required to
be filed with the SEC
2.1 Agreement and Plan of Merger dated as of January 29, 2014 by and between
CenterState Banks, Inc. and First Southern Bancorp, Inc. (incorporated by
reference to Exhibit 10.1 to CenterState Banks, Inc.'s Current Report on
Form 8-K/A filed with the SEC on January 31, 2014).