Winter Haven, Fla.-based CenterState Banks Inc. is poised to cross the $10 billion asset threshold with its proposed acquisitions of Fort Pierce, Fla.-based HCBF Holding Co. Inc. and Plant City, Fla.-based Sunshine Bancorp Inc. The deals are valued at $416.7 million and $176.7 million, respectively.
HCBF Holding shareholders will receive 0.675 of a CenterState common share and $1.925 in cash for each HCBF Holding share held. Based on CenterState's stock price as of Aug. 11, the transaction equates to a per-share value of $18.08.
SNL calculates the CenterState-HCBF Holding deal value to be 179.6% of book, 200.9% of tangible book and 53.7x earnings, on an aggregate basis. It is also 25.49% of deposits and 21.26% of assets. The premium to tangible book is 13.48% of core deposits.
Their merger will result in CenterState expanding in Florida with 46 branches to be ranked No.15 with a 1.30% share of approximately $540.46 billion in total market deposits.
Sunshine Bancorp shareholders, meanwhile, will receive 0.89 of a CenterState common share for each outstanding Sunshine Bancorp share. The transaction equates to a per-share value of $21.30.
SNL calculates the CenterState-Sunshine Bancorp deal value to be 146.6% of book, 181.1% of tangible book and 54.6x earnings, on a per-share basis. It is also 27.7x last-12-months core earnings, 22.81% of deposits and 18.51% of assets. It carries a tangible book premium-to-core deposits ratio of 12.64%. The deal has a one-day discount of 6.09%, based on Sunshine Bancorp's Aug. 11 closing price of $22.68, and a one-month discount of 3.89%, based on Sunshine Bancorp's July 12 closing price of $22.16.
With the Sunshine Bancorp deal, CenterState will expand in Florida by 18 branches to be ranked No. 18 with a 1.12% share of approximately $540.46 billion in total market deposits.
SNL valuations for bank and thrift targets in the Southeast region between Aug. 12, 2016, and Aug. 12, 2017, averaged 177.94% of book and 192.42% of tangible book and had a median of 22.39x last-12-months earnings, on a per-share basis.
Aside from the requisite regulatory approvals, the CenterState-HCBF Holding deal is subject to the approval by both companies' shareholders; the CenterState-Sunshine Bancorp deal is subject to the approval by Sunshine Bancorp's shareholders. Both are expected to close in the first quarter of 2018.
For the CenterState-HCBF Holding deal, the two companies set a termination fee of $16.7 million, subject to certain conditions. For the CenterState-Sunshine Bancorp deal, the termination fee is nearly $7.1 million.
As of June 30, HCBF Holding reported assets of $1.9 billion, gross loans of $1.1 billion and deposits of $1.6 billion. Effective July 28, HCBF Holding completed its acquisition of Jefferson Bankshares Inc. and unit Jefferson Bank of Florida, which had approximately $300 million in assets. Also as of June 30, Sunshine Bancorp reported assets of $956 million, gross loans of $694 million and deposits of $781 million.
Upon completion of both transactions, CenterState will have pro forma assets of approximately $10.1 billion, loans of $6.6 billion and deposits of $8.1 billion. Harbor Community Bank and Sunshine Bank will both merge into CenterState Bank NA. The mergers are expected to result in mid-single-digit EPS accretion and minimal tangible book value dilution, to be earned back in fewer than three years on a fully phased-in basis, including the impact of CenterState crossing $10 billion in assets.
HCBF Holding Chairman and CEO Mike Brown Sr. will join the board of CenterState following the transaction.
Keefe Bruyette & Woods Inc. served as financial adviser to CenterState in both transactions. Alston & Bird LLP served as legal counsel to CenterState in the HCBF Holding transaction, and Smith Mackinnon PA served as legal counsel to CenterState in the Sunshine Bancorp transaction.
Sandler O'Neill & Partners served as financial adviser and Skadden Arps Slate Meagher & Flom LLP served as legal counsel to HCBF Holding. Hovde Group served as financial adviser and Luse Gorman PC served as legal counsel to Sunshine Bancorp.
SNL is an offering of S&P Global Market Intelligence.