CENTERSTATE BANK CORPORATIONUnderwriting Agreement • May 27th, 2020 • CenterState Bank Corp • National commercial banks • New York
CenterState Bank Corporation, a Florida corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $200,000,000 aggregate principal amount of the Company’s 5.750% Fixed-to-Floating Rate Subordinated Notes due June 1, 2030 (the “Securities”). The Securities will be issued pursuant to an indenture, to be dated as of the Closing Time (as defined below) (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) and U.S. Bancorp Investments, Inc. (“USB”) have agreed to act as representatives of the several Underwriters (in such capacity, the
CENTERSTATE BANK CORPORATION CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Indenture • May 29th, 2020 • CenterState Bank Corp • National commercial banks • New York
INDENTURE dated as of May 29, 2020, between CENTERSTATE BANK CORPORATION, a Florida corporation (the “Company”), having its principal office at 1101 First Street South, Winter Haven, Florida 33880, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”), having a corporate trust office at 100 Wall Street, 6th Floor, New York, New York 10005.
AMONGMerger Agreement • January 20th, 2000 • Centerstate Banks of Florida Inc • Florida
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on their behalf of a statement on Schedule 13D (including amendments thereto)...Joint Filing Agreement • December 20th, 2001 • Centerstate Banks of Florida Inc • National commercial banks
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on their behalf of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value per share, of Centerstate Banks of Florida, Inc., a Florida corporation; and further agree that this Joint Filing Agreement be included as Exhibit 1 to the Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement this 18th day of December, 2001.
CENTERSTATE BANKS OF FLORIDA, INC. (a Florida corporation) 1,000,000 Shares of Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENTPurchase Agreement • June 24th, 2005 • Centerstate Banks of Florida Inc • National commercial banks • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2005 • Centerstate Banks of Florida Inc • National commercial banks • New York
BYLAWS OFBylaws • January 20th, 2000 • Centerstate Banks of Florida Inc
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2011 • CenterState Banks, Inc. • National commercial banks • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 13th day of July, 2010, by and between CenterState Banks, Inc., a Florida corporation (the “Corporation” or the “Employer”), and Rodney A. Anthony, Senior Vice President and Chief Operations Officer of the Corporation and President of CenterState Shared Services, Inc., a subsidiary of the Corporation’s wholly owned bank subsidiaries (the “Executive”).
AMENDED AND RESTATED TRUST AGREEMENT Among CENTERSTATE BANKS, INC. as Depositor, WILMINGTON TRUST COMPANY as Property Trustee, WILMINGTON TRUST COMPANY, as Delaware Trustee, and and as Administrators Dated as of ___________________ CENTERSTATE BANKS...Trust Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • Delaware
THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of _______________, is by and among (i) CenterState Banks, Inc., a Florida corporation, formerly known as CenterState Banks of Florida, Inc., (including any successors or assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware banking corporation, as property trustee (in such capacity, the “Property Trustee” and, in its separate corporate capacity and not in its capacity as Property Trustee or Delaware Trustee, the “Bank”), (iii) Wilmington Trust Company, a Delaware banking corporation, as Delaware trustee (in such capacity, the “Delaware Trustee”) (the Property Trustee and the Delaware Trustee are referred to collectively herein as the “Issuer Trustees”), (iv) the Administrators, as hereinafter defined, and (v) the several Holders, as hereinafter defined.
SECURITIES PURCHASE AGREEMENT STANDARD TERMSSecurities Purchase Agreement • November 24th, 2008 • Centerstate Banks of Florida Inc • National commercial banks • New York
WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program (“CPP”);
AMONGMerger Agreement • January 20th, 2000 • Centerstate Banks of Florida Inc • Florida
FORM OF DEPOSIT AGREEMENTDeposit Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • Delaware
This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of , 2009, by and among CenterState Banks, Inc., formerly known as CenterState Banks of Florida, Inc., a Florida corporation, Wilmington Trust Company, a Delaware banking corporation, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
FORM OF DEPOSIT AGREEMENTDeposit Agreement • January 23rd, 2013 • CenterState Banks, Inc. • National commercial banks • Delaware
This DEPOSIT AGREEMENT (“Deposit Agreement”) is made and entered into as of , 20 , by and among CenterState Banks, Inc., formerly known as CenterState Banks of Florida, Inc., a Florida corporation, Wilmington Trust, National Association, a national banking association, and all holders from time to time of Receipts (as hereinafter defined) issued hereunder.
PURCHASE AND ASSUMPTION AGREEMENTPurchase and Assumption Agreement • June 5th, 2014 • CenterState Banks, Inc. • National commercial banks • Florida
THIS PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of June 4, 2014, between FIDELITY BANK, a Georgia bank (“Purchaser”) and CENTERSTATE BANK OF FLORIDA, N.A., a national bank (“Seller”).
LOAN AGREEMENTLoan Agreement • April 10th, 2015 • CenterState Banks, Inc. • National commercial banks • Texas
This Loan Agreement is made by and between Borrower and Lender, whose names and addresses are described below, in connection with the Loan.
FORM OF GUARANTEE AGREEMENT Between CENTERSTATE BANKS, INC. as Guarantor, and WILMINGTON TRUST COMPANY as Guarantee Trustee Dated as ofGuarantee Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • New York
THIS GUARANTEE AGREEMENT, dated as of , 2009, is executed and delivered by CENTERSTATE BANKS, INC., a Florida corporation, formerly known as CenterState Banks of Florida, Inc. (the “Guarantor”), having its principal office at 42745 U.S. Highway 27, Davenport, Florida 33837, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Preferred Capital Securities (as defined herein) of CenterState Banks Statutory Trust [ ], a Delaware statutory trust (the “Issuer Trust”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COMMUNITY NATIONAL BANK AT BARTOW, BARTOW, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and CENTERSTATE BANK OF FLORIDA, N.A., WINTER...Purchase and Assumption Agreement • August 26th, 2010 • CenterState Banks, Inc. • National commercial banks
THIS AGREEMENT, made and entered into as of the 20th day of August, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of COMMUNITY NATIONAL BANK AT BARTOW, BARTOW, FLORIDA (the “Receiver”), CENTERSTATE BANK OF FLORIDA, N.A., organized under the laws of the United States of America, and having its principal place of business in Winter Haven, Florida (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
CENTERSTATE BANK CORPORATION CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:Indenture Agreement • May 11th, 2020 • CenterState Bank Corp • National commercial banks • New York
INDENTURE dated as of [●], 2020, between CENTERSTATE BANK CORPORATION, a Florida corporation (the “Company”), having its principal office at 1101 First Street South, Winter Haven, Florida 33880, and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”), having a corporate trust office at 100 Wall Street, 6th Floor, New York, New York 10005.
CenterState Banks, Inc. Supplemental Executive Retirement AgreementSupplemental Executive Retirement Agreement • March 16th, 2011 • CenterState Banks, Inc. • National commercial banks • Florida
This Supplemental Executive Retirement Agreement (this “Agreement”) is adopted this 13th day of July, 2010 by and between CenterState Banks, Inc., a Florida corporation (the “Corporation”), and Stephen D. Young (the “Executive”).
2,450,000 Shares CENTERSTATE BANKS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 13th, 2017 • CenterState Banks, Inc. • National commercial banks • New York
TRUST AGREEMENTTrust Agreement • July 2nd, 2009 • Centerstate Banks of Florida Inc • National commercial banks • Delaware
This TRUST AGREEMENT, dated as of June 30, 2009 (this “Trust Agreement”), among Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Trustee”) and CenterState Banks, Inc., a Florida corporation, as depositor (the “Depositor”). The Trustee and the Depositor hereby agree as follows:
AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and CHARTER FINANCIAL CORPORATION Dated as of April 24, 2018Merger Agreement • May 3rd, 2018 • CenterState Bank Corp • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of April 24, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and Charter Financial Corporation, a Maryland corporation (“Charter” and, together with CenterState, the “Parties” and each a “Party”).
AMONGMerger Agreement • January 20th, 2000 • Centerstate Banks of Florida Inc • Florida
AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANKS, INC. and HCBF HOLDING COMPANY, INC. Dated as of August 12, 2017Merger Agreement • August 14th, 2017 • CenterState Banks, Inc. • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of August 12, 2017, by and between CenterState Banks, Inc., a Florida corporation (“CenterState”), and HCBF Holding Company, Inc., a Florida corporation (“HCBF” and, together with CenterState, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 26th, 2018 • CenterState Bank Corp • National commercial banks • Florida
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of this 23rd day of November 2018 but shall be effective upon the Effective Time (as defined in the Merger Agreement defined below) (hereinafter the “Employment Date”), by and between CenterState Bank, N.A., a national banking association (the "Bank"), and Richard Murray, IV (the "Executive").
AGREEMENT AND PLAN OF MERGER by and betweenMerger Agreement • January 29th, 2020 • CenterState Bank Corp • National commercial banks • Florida
This AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2020 (this “Agreement”), is by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and South State Corporation, a South Carolina corporation (“South State”).
AMONGMerger Agreement • January 20th, 2000 • Centerstate Banks of Florida Inc • Florida
AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANKS, INC. and SUNSHINE BANCORP, INC. Dated as of August 12, 2017Merger Agreement • August 14th, 2017 • CenterState Banks, Inc. • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of August 12, 2017, by and between CenterState Banks, Inc., a Florida corporation (“CenterState”), and Sunshine Bancorp, Inc., a Maryland corporation (“Sunshine” and, together with CenterState, the “Parties” and each a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2017 • CenterState Bank Corp • National commercial banks • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of this 1st day of June, 2014, by and between CenterState Bank of Florida, N.A., a national banking association (the “Bank”), and Mark Thompson (the “Executive”).
January 25, 2020Employment Agreement • February 27th, 2020 • CenterState Bank Corp • National commercial banks • Florida
This letter (this “Letter Agreement”) memorializes our recent discussions and mutual agreement regarding the terms of your continued employment following the completion of the merger (the “Merger”) contemplated by the Agreement and Plan of Merger by and between South State Corporation (“South State”) and CenterState Bank Corporation (the “Company”), dated as of January 25, 2020 (the “Merger Agreement”). We look forward to your continued leadership.
CENTERSTATE BANK N.A SPLIT-DOLLAR AGREEMENTSplit-Dollar Agreement • May 15th, 2008 • Centerstate Banks of Florida Inc • National commercial banks • Florida
THIS SPLIT-DOLLAR AGREEMENT (the “Agreement”) is adopted this 14th day of May, 2008, by and between CENTERSTATE BANK N.A., a commercial bank located in Zephyrhills, Florida (the “Bank”), and Timothy A Pierson, the “Executive”).
Employment AgreementEmployment Agreement • May 2nd, 2016 • CenterState Banks, Inc. • National commercial banks • Florida
This Employment Agreement (this “Agreement”) is entered into effective as of this 28th day of April, 2016, by and between CenterState Banks, Inc., a Florida corporation (the “Corporation”), and Jennifer Idell (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and between CENTERSTATE BANK CORPORATION and NATIONAL COMMERCE CORPORATION Dated as of November 23, 2018Merger Agreement • November 26th, 2018 • CenterState Bank Corp • National commercial banks • Florida
This Agreement and Plan of Merger (this “Agreement”) is dated as of November 23, 2018, by and between CenterState Bank Corporation, a Florida corporation (“CenterState”), and National Commerce Corporation, a Delaware corporation (“NCC” and, together with CenterState, the “Parties” and each a “Party”).
NON-COMPETITION AGREEMENTNon-Competition Agreement • September 22nd, 2017 • CenterState Bank Corp • National commercial banks
THIS NON-COMPETITION AGREEMENT dated as of August 12, 2017 (the “Agreement”) is made and entered into by and between Sunshine Bancorp, Inc. (“Sunshine”), Sunshine Bank and CenterState Banks, Inc. (“CenterState”) and CenterState Bank, N.A. (“CenterState Bank”) and Andrew S. Samuel (“Executive”). For purposes of this Agreement, references to Sunshine, Sunshine Bank, CenterState and CenterState Bank collectively shall be the “Banking Entities” or individually, a “Banking Entity.”
Form of Letter AgreementLetter Agreement • November 24th, 2008 • Centerstate Banks of Florida Inc • National commercial banks
