CenterState Banks, Inc. (Nasdaq-GS:CSFL) (‘CSFL’) signed a definitive merger agreement to acquired HCBF Holding Company, Inc. (‘Harbor’) from Kelso & Company, L.P. and others for approximately $420 million on August 12, 2017. Subject to the terms of the agreement, Harbor shareholders will receive 0.675 of a share of CSFL common stock and $1.925 in cash consideration for each outstanding share of Harbor common stock. Each option to purchase shares of HCBF common stock will automatically become fully vested and be converted into an option to purchase the number of shares of CenterState common stock equal to the number of shares subject to such stock option multiplied by 0.75, and at an exercise price equal to the exercise price per share of the HCBF stock option divided by 0.75. The transaction represents a price to tangible book value multiple of 1.88x. In a related transaction, CenterState Banks, Inc. (NasdaqGS:CSFL) entered into an agreement to acquire Sunshine Bancorp, Inc. (NasdaqCM:SBCP) for approximately $170 million on August 12, 2017. Upon completion of the merger, the subsidiary bank of Harbor will merge into CenterState Bank N.A., the banking subsidiary of CenterState Banks, Inc. Harbor may be required to pay a fee to CSFL of $16.67 million in the event of termination of the transaction under certain circumstances. Pursuant to the transaction, Mike Brown, Sr., Chairman and Chief Executive Officer of Harbor, will join CSFL Board of Directors. The transaction is subject to customary closing conditions, including, receipt of required regulatory approvals, listing approval of new CSFL consideration shares, registration statement effectiveness and approval by shareholders of both Harbor and CSFL. The agreement has been unanimously approved by the Board of Directors of CSFL Harbor. The transaction is not conditioned on completion of the acquisition of Sunshine Bancorp. On December 6, 2017, CenterState Bank received approval from the Board of Governors of the Federal Reserve System for the merger of HCBF Holding Company, Inc. As of December 13, 2017, the deal has been approved by the shareholders of CSFL. The deal is expected to close in the first quarter of 2018. The acquisitions of Harbor and Sunshine Bancorp combined are expected to result in mid-single-digit EPS accretion and marginal tangible book value dilution, expected to be earned back in less than three years on a fully phased in basis, including the impact of CenterState crossing $10 billion in assets. Keefe, Bruyette & Woods, Inc. acted as financial advisor to CSFL. Julie Mediamolle, Bhanu Mathur, Mark Kanaly, Cliff Stanford, Andy Immerman, Blake MacKay and Kerry Wenzel of Alston & Bird LLP acted as legal advisors to CSFL. Bill Hickey and Thomas K. Heroman of Sandler O'Neill & Partners acted as financial advisor to Harbor. Sven G. Mickisch, Brian Christiansen, Neil Leff and Steven Matays of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Harbor. Patrick J. Long, MD; Christopher L. Kochard, Associate; Owen M. Elliott, Analyst; D. Christopher Dewberry, Analyst; Bradley M. Rigoli and Analyst of Stifel Nicolaus Capital Markets acted as financial advisors for CenterState Bank Corporation. CenterState Banks, Inc. (Nasdaq-GS:CSFL) completed the acquisition of HCBF Holding Company, Inc. from Kelso & Company, L.P. and others on January 1, 2018.