CENTERSTATE BANK CORP : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.02. Termination of a Material Definitive Agreement.

On the Closing Date, in connection with the Merger, CenterState caused to be terminated the Loan Agreement, dated as of April 8, 2015, between CenterState and NexBank SSB, as amended (the "Loan Agreement"). There were no loans outstanding under such agreement on the Closing Date. No termination penalty or fee was incurred in connection with the termination of the Loan Agreement.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction is incorporated herein by
reference.


Item 3.01.   Notice of Delisting or Failure to Satisfy a Continued Listing Rule
             or Standard? Transfer of Listing.

In connection with the consummation of the Merger, CenterState requested that the Nasdaq Stock Market ("Nasdaq") suspend trading of CenterState Common Stock on Nasdaq and remove CenterState Common Stock from listing on Nasdaq, in each case, prior to the opening of the market on June 8, 2020. CenterState also requested that Nasdaq file a notification of removal from listing of CenterState Common Stock on Form 25 with the Commission.

CenterState intends to file Forms 15 with the SEC to request the deregistration of CenterState's Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the suspension of CenterState's reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable.

The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.02 are incorporated by reference into this Item 3.03.

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At the Effective Time, each holder of CenterState Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of CenterState other than the right to receive the Merger Consideration (as defined in the Merger Agreement) pursuant to the Merger Agreement.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01, Item 3.01, Item 3.03 and Item 5.02 is incorporated by reference into this Item 5.01.

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

As of the Effective Time, CenterState's directors and executive officers ceased serving in such capacities. As of the Effective Time, John C. Corbett, Charles W. McPherson, Ernest S. Pinner, John H. Holcomb, III, G. Ruffner Page, Jr., William K. Pou, Jr., David G. Salyers and Joshua A. Snively, all former directors of CenterState, were appointed as directors of South State. Additionally, (i) John C. Corbett, the Chief Executive Officer of CenterState prior to the Effective Time, was appointed to serve as the Chief Executive Officer of South State, (ii) Richard Murray, IV, the Chief Executive Officer of CenterState Bank prior to the Effective Time, was appointed to serve as the President of South State, (iii) William E. Matthews, V, the Chief Financial Officer of CenterState prior to the Effective Time, was appointed to serve as the Chief Financial Officer of South State, and (iv) Stephen D. Young, the Chief Operating Officer of CenterState prior to the Effective Time, was appointed to serve as Senior Executive Vice President and Chief Strategy Officer of South State.

Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No.   Description
  2.1           Agreement and Plan of Merger, dated as of January 25, 2020, by
              and between CenterState Bank Corporation and South State
              Corporation (incorporated by reference to Exhibit 2.1 to the
              Company's Current Report on Form 8-K, filed with the Commission on
              January 29, 2020)
104           Cover Page Interactive Data File (formatted as inline XBRL
              document)

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