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CenterState Banks beat the odds and struck Gateway Financial deal


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CenterState Banks beat the odds and struck Gateway Financial deal

A limited auction process with 10 potential acquirers to gauge market interest in a potential transaction involving Gateway Financial Holdings of Florida Inc. was conducted during the fourth quarter of 2013 and the first quarter of 2014.

Four potential acquirers submitted informal indications of interest, the highest of which was received from CenterState Banks Inc. with proposed consideration of $12.50 to $13.00 per share. But Gateway shifted its focus to growing the company and increasing earnings because its board determined that pursuing a potential transaction at that time was not in its best interest.

In early May 2015, Gateway received a verbal initial indication of interest concerning a potential merger with CenterState that tentatively provided for consideration to be paid 60% in CenterState common stock and 40% in cash, whose consideration was nominally valued at about $15.00 per share. The Gateway board determined that the terms were not in the best interests of Gateway and its shareholders at that time.

On April 15, 2016, Gateway received a draft revised letter of intent from CenterState proposing to pay about $16.50 to $17.00 per share. On May 4, 2016, CenterState submitted a revised letter of intent with a proposed price of $17.00 per share.

Eventually, CenterState agreed to increase the proposed nominal price per share first to $17.50 and then to $18.00. The parties entered into a nonbinding letter of intent, which Gateway terminated on Aug. 18, 2016, in light of CenterState's unwillingness to pay $18.00 per share due to potential additional merger-related expenses.

But because of the subsequent mitigation of certain merger-related expenses, CenterState would again be willing to pay $18.00 per share.

CenterState delivered a final letter of intent to Gateway for consideration on Nov. 1, 2016, which involved consideration valued at $18.00 per share, 70% payable in common shares and 30% payable in cash.

The proposed exchange ratio for the stock election shares to be paid the Gateway shareholders was 0.95 CenterState common share. The cash payment for the cash election shares was set at $18.00 per share. The parties struck the deal Nov. 30, 2016.