Item 8.01.
Other Events
CenterState’s wholly-owned bank subsidiary, CenterState Bank, N.A. (“CenterState Bank”), has received approval from the Office of the Comptroller of the Currency for the merger of Charter’s wholly-owned bank subsidiary, CharterBank (“CharterBank”), with and into CenterState Bank, with CenterState Bank as the surviving subsidiary bank of CenterState (the “Bank Merger”). CenterState had previously obtained a waiver from the Federal Reserve Bank of Atlanta from the requirement to file an application under the Bank Holding Company Act for CenterState to acquire Charter under the Merger Agreement.
Pending satisfaction of other customary closing conditions described in the Merger Agreement, Charter expects that the Merger will become effective on or about September 1, 2018. The Bank Merger will occur immediately after the Merger.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
This report contains “forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. In general, forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,” “continue,” and “potential” or the negative of these terms or other comparable terminology, including statements related to the expected timing of the closing of the Merger. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements.
Factors that could cause or contribute to such differences include, but are not limited to (1) litigation that has been, and any additional litigation that might be, filed in connection with the Merger, (2) the risk that the cost savings and any revenue synergies from the Merger may not be realized or take longer than anticipated to be realized, (3) disruption
from the Merger with customer, supplier, employee or other business partner relationships, (4) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (5) the risk of successful integration of Charter’s businesses into CenterState, (6) the amount of costs, fees, expenses and charges related to the Merger, (7) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other business partners to the Merger, (8) the failure of the closing conditions in the Merger Agreement to be satisfied, or any unexpected delay in closing the Merger, (9) the risk that the integration of Charter’s operations into the operations of CenterState will be materially delayed or will be more costly or difficult than expected, (10) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (11) the dilution caused by CenterState’s issuance of additional shares of its common stock in the Merger, and (12) general competitive, economic, political and market conditions. Additional factors which could affect the forward-looking statements can be found in the cautionary language included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in Charter’s Annual Report on Form 10-K for the year ended September 30, 2017, CenterState’s Annual Report on Form 10-K for the year ended December 31, 2017, and other documents subsequently filed by Charter and CenterState with the SEC. Consequently, no forward-looking statement can be guaranteed. Charter and CenterState do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For any forward-looking statements made in this Current Report on Form 8-K, Charter and CenterState claim protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Additional Information About the Proposed Transaction and Where to Find
CenterState has filed with the Securities and Exchange Commission a Registration Statement on Form S-4 (No. 333-225541) and a Definitive Proxy Statement of Charter and a Prospectus of CenterState, as well as other relevant documents concerning the proposed Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION (AND ANY OTHER DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGER TRANSACTION. Investors and security holders may obtain free copies of these documents and other documents filed with the Securities and Exchange Commission on its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by Charter on its website at www.charterbk.com any by CenterState on its website at www.centerstatebanks.com.
This report does not constitute an offer to sell or the solicitation of an offer to buy any securities. Before making any investment decision, investors and security holders of Charter and CenterState are urged to read carefully the entire registration statement and proxy statement/prospectus, including any amendments thereto, because they contain important information about the Merger. Free copies of those documents may be obtained as described above.