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July 17, 2018

Press Release

CenterState Banks, Inc. Announces Acquisitions to become Florida's Largest Community Bank

| 8/23/2017

WINTER HAVEN, Fla. -- CenterState Banks, Inc.(Nasdaq-GS:CSFL), the parent company of CenterState Bank, N.A., announced today the concurrent signing of two separate definitive merger agreements: under one agreement, CenterState will acquire HCBF Holding Company, Inc. ("Harbor"), the parent company of Harbor Community Bank, Ft. Pierce Florida; and under the other agreement, CenterState will acquire Sunshine Bancorp, Inc. ("Sunshine"), the parent company of Sunshine Bank, Plant City, Florida. Upon completion of each merger, the subsidiary bank of each of Harbor and Sunshine will merge into CenterState Bank.

Upon completion of both mergers, CenterState will become the largest community banking company in the state of Florida by assets, market capitalization, deposit market share and branch footprint. Based on June 30, 2017 results, including the impact of purchase accounting, the combined company is expected to have pro forma approximately $10.1 billion in assets, $6.6 billion in loans and $8.1 billion in deposits, and would expand and strengthen CenterState's presence in key Florida markets. The two transactions combined are expected to result in mid-single-digit EPS accretion and minimal 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.

"Our partnerships with Harbor Community Bank and Sunshine Bank are the logical next step to fulfill our vision of becoming Florida's bank," said John Corbett, President & Chief Executive Officer of CenterState. "We are excited to welcome Harbor's employees as well as Sunshine's employees to the CenterState family and look forward to working with them."

Subject to the terms of the Harbor merger 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. Based on CSFL's stock price of $23.93 as of August 11, 2017, this equates to a per share value of $18.08 and an aggregate deal value of $416.7 million. Upon completion of the Harbor merger, Mike Brown, Sr., Chairman and Chief Executive Officer of Harbor, will join the CenterState board of directors. "We are very pleased about combining Harbor with CenterState given the similarities in culture and look forward to being part of CenterState as it continues to build the largest community bank in Florida," noted Mr. Brown.

Subject to the terms of the Sunshine merger agreement, Sunshine shareholders will receive 0.89 shares of CSFL common stock for each outstanding share of Sunshine. Based on CSFL's stock price of $23.93 as of August 11, 2017, this equates to a per share value of $21.30 and an aggregate deal value of $176.7 million. "Our Board and management recognize the strategic significance of combining with CenterState, pro forma with Harbor," said Andrew Samuel, President and Chief Executive Officer of Sunshine. "With this merger, we will build on our heritage in community banking while providing even greater strength, size and stability to our customers, employees, shareholders and the communities we serve."

Each of the Harbor and Sunshine merger agreements has been unanimously approved by the CenterState board of directors. The Harbor board of directors has unanimously approved the Harbor merger agreement, and the Sunshine board of directors has unanimously approved the Sunshine merger agreement. Completion of the Harbor merger is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by the shareholders of both Harbor and CenterState. Completion of the Sunshine merger also is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by the shareholders of Sunshine. Each of the transactions is expected to close in the first quarter of 2018 and is not conditioned on the other.

Keefe, Bruyette & Woods, Inc. served as financial advisor to CenterState in both transactions. Alston & Bird LLP served as legal counsel to CenterState in the Harbor transaction and Smith Mackinnon, PA served as legal counsel to CenterState in the Sunshine transaction. Sandler O'Neill & Partners served as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to Harbor in the Harbor transaction. Hovde Group served as financial advisor and Luse Gorman, PC served as legal counsel to Sunshine in the Sunshine transaction.

About CenterState

CenterState, headquartered in Winter Haven, Florida, is a financial holding company which owns CenterState Bank, N.A. CenterState provides a full range of consumer and commercial banking services to individuals, businesses and industries through 78 bank office network located in 28 counties throughout Florida. CenterState also provides correspondent banking and capital market services to approximately 600 community banks nationwide. For additional information, contact John C. Corbett (CEO), Stephen D. Young (COO) or Jennifer Idell (CFO) at 863-293-4710.

About Harbor

Harbor Community Bank, a wholly owned bank subsidiary of HCBF Holding Company, Inc., is a Florida-based financial services company headquartered in Ft. Pierce, Fla. with 46 branch locations and three loan production offices located throughout 19 counties in Florida. Harbor Community Bank specializes in residential, consumer, small business and commercial real estate lending within its current geographic footprint. It also offers a full range of retail, small business, and commercial banking products and services. As of June 30, 2017, Harbor reported assets of $1.9 billion, gross loans of $1.1 billion and deposits of $1.6 billion. Effective July 28, 2017, HCBF completed its acquisition of Jefferson Bankshares, Inc., and its subsidiary, Jefferson Bank of Florida, which had approximately $300 million in assets. For more information, visit www.harborcb.com.

About Sunshine

Sunshine, headquartered in Plant City, Florida, is the parent company of Sunshine Bank, a federal stock savings bank founded in 1954. Sunshine currently operates through 18 banking locations along Florida's I-4 corridor in Brevard, Hillsborough, Manatee, Orange, Pasco, Polk and Sarasota counties. As of June 30, 2017, Sunshine reported assets of $956 million, gross loans of $694 million and deposits of $781 million. Sunshine's common stock is listed on the NASDAQ Stock Market under the symbol "SBCP". For further information, visit Sunshine' website www.mysunshinebank.com.

Tags: Banking & Finance

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