FCB / FCB Financial Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

FCB Financial Holdings, Inc.
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CIK 1476651
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FCB Financial Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
February 14, 2019 EX-1

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2019, is by and among Silvercrest Asset Management Group LLC, Silvercrest L.

February 14, 2019 SC 13G/A

FCB / FCB Financial Holdings, Inc. / SILVERCREST ASSET MANAGEMENT GROUP LLC - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FCB Financial Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriat

February 11, 2019 SC 13G/A

FCB / FCB Financial Holdings, Inc. / VANGUARD GROUP INC Passive Investment

fcbfinancialholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: FCB Financial Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 30255G103 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the a

January 30, 2019 SC 13G/A

FCB / FCB Financial Holdings, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

fcbf18a4.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 30255G103 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* FCB Financial Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2018 (D

January 14, 2019 15-12B

FCB / FCB Financial Holdings, Inc. 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36586 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specifie

January 4, 2019 SC 13G

FCB / FCB Financial Holdings, Inc. / ICS OPPORTUNITIES, LTD. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FCB FINANCIAL HOLDINGS, INC. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 30255G103 (CUSIP Number) DECEMBER 31, 2018 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

January 2, 2019 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 14, 2019, pursuant to the provisions of Rule 12d2-2 (a).

January 2, 2019 S-8 POS

FCB / FCB Financial Holdings, Inc. S-8 POS

As filed with the Securities and Exchange Commission on January 2, 2019 Registration No.

January 2, 2019 S-8 POS

FCB / FCB Financial Holdings, Inc. S-8 POS

As filed with the Securities and Exchange Commission on January 2, 2019 Registration No.

January 2, 2019 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FCB FINANCIAL HOLDINGS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of FCB FINANCIAL HOLDINGS, INC. FIRST. The name of the Corporation is FCB Financial Holdings, Inc. SECOND. The registered office of the Corporation in the State of Delaware is located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 and the name of its registered agent whose office address will be the same as the

January 2, 2019 EX-3.2

BYLAWS FCB FINANCIAL HOLDINGS, INC. ARTICLE I Meetings of Stockholders

Exhibit 3.2 BYLAWS OF FCB FINANCIAL HOLDINGS, INC. ARTICLE I Meetings of Stockholders Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to time. Any other

January 2, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2019 (December 27, 2018) FCB Financial Holdings, Inc. (Synovus Financial Corp. as successor by merger to FCB Financial Holdings, Inc.) (Exact name of registrant as specifie

December 7, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 December 7, 2018 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Commi

December 7, 2018 EX-99.1

Synovus Receives Regulatory Approval for FCB Financial Holdings, Inc. Merger

Exhibit 99.1 Media Contacts Investor Contacts Synovus, Lee Underwood, 706.644.0528 Synovus, Steve Adams, 706.641.6462 FCB, Matthew Paluch, 305.668.5420 Synovus Receives Regulatory Approval for FCB Financial Holdings, Inc. Merger COLUMBUS, GA and WESTON, FL — Dec. 7, 2018 — Synovus Financial Corp. (NYSE: SNV) and FCB Financial Holdings, Inc. (NYSE: FCB) today jointly announced that Synovus has rece

November 29, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 29, 2018 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Comm

November 27, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. Filer’s SEC File No.: 001-10312 Date: November 27, 2018 This filing includes a communication posted to Synovus Financial Corp.’s internal website on November 27, 2018. Reminder to Vote

November 20, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 20, 2018 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Comm

November 20, 2018 425

FCB / FCB Financial Holdings, Inc. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 20, 2018 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Comm

November 19, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

425 1 s002552x1425.htm 425 Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. Filer’s SEC File No.: 001-10312 Date: November 19, 2018 This filing includes a communication posted to Synovus Financial Corp.’s internal website on November

November 9, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

425 1 s002529x1425.htm 425 Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. Filer’s SEC File No.: 001-10312 Date: November 9, 2018 Explanatory Note: The following was mailed by Synovus Financial Corp. to certain of its shareholders.

November 7, 2018 10-Q

FCB / FCB Financial Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36586 FCB FINANCIAL HOL

October 29, 2018 DEFM14A

FCB / FCB Financial Holdings, Inc. DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  o Check the appropriate box:  o Preliminary Proxy Statement  o Con

October 25, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. Filer’s SEC File No.: 001-10312 Date: October 25, 2018 IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT This communication is being made in respect of the proposed merger transact

October 23, 2018 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended September 30, 2018 June 30, 2018 March 31, 2018 December 31, 2017 September 30, 2017 (Dollars in thousands, except share and per share data) Interest i

Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Third Quarter 2018 Financial Results Weston, Fla. - FCB Financial Holdings, Inc. (NYSE:FCB) (the "Company") today reported third quarter 2018 net income of $43.5 million, or $0.89 per share on a fully diluted basis, and adjusted net income of $47.3 million, or $0.97 per share on a fully diluted basis. Net income rose 35% year-over-year and p

October 23, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 23, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its chart

October 15, 2018 425

SNV / Synovus Financial Corp. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 15, 2018 Synovus Financial Corp. (Exact name of registrant as specified in its charter) Georgia 1-10312 58-1134883 (State or other jurisdiction of incorporation) (Commission Fi

October 15, 2018 EX-99.1

Synovus and FCB Set Shareholder Meeting Date of November 29, 2018

Exhibit 99.1 Media Contacts Investor Contacts Synovus, Lee Underwood, 706.644.0528 Synovus, Steve Adams, 706.641.6462 FCB, Matthew Paluch, 305.668.5420 Synovus and FCB Set Shareholder Meeting Date of November 29, 2018 COLUMBUS, GA, and WESTON, FL, Oct. 15, 2018 — Synovus Financial Corp. (NYSE: SNV) and FCB Financial Holdings, Inc. (NYSE: FCB) today jointly announced that each company will hold a s

August 23, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities and Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. Filer’s SEC File No.: 001-10312 Date: August 23, 2018 This filing includes a communication sent to Synovus Financial Corp. employees on August 23, 2018. Email from Kessel Stelling t

August 3, 2018 10-Q

FCB / FCB Financial Holdings, Inc. 2018 Q2 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36586 FCB FINANCIAL HOLDINGS

August 2, 2018 425

SNV / Synovus Financial Corp. FORM 425 (Prospectus)

425 1 d603550d425.htm FORM 425 Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. SEC File No.: 001-36586 Filer’s SEC File No.: 001-10312 Date: August 2, 2018 This filing includes a communication sent to certain Synovus Financial Corp.

August 1, 2018 425

SNV / Synovus Financial Corp. FORM 425 (Prospectus)

Form 425 Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. SEC File No.: 001-36586 Filer’s SEC File No.: 001-10312 Date: August 1, 2018 This filing includes an investor presentation issued by Synovus Financial Corp. on August 1, 2018.

July 25, 2018 425

SNV / Synovus Financial Corp. 8-K (Prospectus)

425 1 d580663d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2018 (July 23, 2018) Synovus Financial Corp. (Exact name of registrant as specified in its charter) Georgia 1-10312 58-1134883 (State or other jurisdi

July 25, 2018 EX-2.1

Agreement and Plan of Merger by and among Synovus Financial Corp., FCB Financial Holdings, Inc. and Azalea Merger Sub Corp., dated as of July 23, 2018.

EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., SYNOVUS FINANCIAL CORP. and AZALEA MERGER SUB CORP. Dated as of July 23, 2018 ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Class A Common Stock 2 1.6 Treatment of Company Equity Awards 3 1.7 Company Warrants

July 25, 2018 EX-10.3

Letter Agreement, dated July 23, 2018, between Florida Community Bank, National Association and Les Lieberman (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the SEC on July 25, 2018)

Exhibit 10.3 July 23, 2018 Re: Termination of Employment Agreement Dear Les: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of December 6, 2016 and March 6, 2018 (the “Employment Agreement”). Ter

July 25, 2018 EX-2.1

Agreement and Plan of Merger by and among Synovus Financial Corp., FCB Financial Holdings, Inc. and Azalea Merger Sub Corp., dated as of July 23, 2018 (incorporated by reference to Exhibit 2.1 of the Form 8-K filed with the SEC on July 25, 2018).*

EXECUTION VERSION Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., SYNOVUS FINANCIAL CORP. and AZALEA MERGER SUB CORP. Dated as of July 23, 2018 ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Class A Common Stock 2 1.6 Treatment of Company Equity Awards 3 1.7 Company Warrants 6 1.8

July 25, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2018 (July 23, 2018) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorpor

July 25, 2018 EX-10.4

Letter Agreement, dated July 23, 2018, between Florida Community Bank, National Association and James E. Baiter (incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the SEC on July 25, 2018)

Exhibit 10.4 July 23, 2018 Re: Termination of Employment Agreement Dear James: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association (the “Company Bank”), a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated May 1, 2014 and amended as of April 18, 2017 (the “Employment Agreement”). Te

July 25, 2018 EX-10.2

Letter Agreement, dated July 23, 2018, between Florida Community Bank, National Association and Vincent Tese (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on July 25, 2018)

Exhibit 10.2 July 23, 2018 Re: Termination of Employment Agreement Dear Vincent: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of December 6, 2016 and March 6, 2018 (the “Employment Agreement”).

July 25, 2018 EX-3.1

Amendment to Bylaws (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the SEC on July 25, 2018)

Exhibit 3.1 ARTICLE X EXCLUSIVE FORUM Section 10.01 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or oth

July 25, 2018 EX-10.1

Letter Agreement, dated July 23, 2018, between Florida Community Bank, National Association and Kent Ellert (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on July 25, 2018)

Exhibit 10.1 July 23, 2018 Re: Termination of Employment Agreement Dear Kent: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of September 1, 2015, April 1, 2016, December 6, 2016 and March 6, 201

July 25, 2018 EX-10.5

Letter Agreement, dated July 23, 2018, between Florida Community Bank, National Association and Jack Partagas (incorporated by reference to Exhibit 10.5 of the Form 8-K filed with the SEC on July 25, 2018)

Exhibit 10.5 July 23, 2018 Re: Amendment to Offer Letter Dear Jack: This letter (this “Letter”) memorializes our discussions regarding the Offer Letter between Florida Community Bank, National Association (the “Company Bank”), a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 27, 2017 (the “Offer Letter”). Terms that are capitalized but not defined herein shall have

July 25, 2018 EX-10.2

[Signature Page Follows]

Exhibit 10.2 July 23, 2018 Re: Termination of Employment Agreement Dear Vincent: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of December 6, 2016 and March 6, 2018 (the “Employment Agreement”).

July 25, 2018 EX-10.4

EX-10.4

Exhibit 10.4 July 23, 2018 Re: Termination of Employment Agreement Dear James: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association (the “Company Bank”), a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated May 1, 2014 and amended as of April 18, 2017 (the “Employment Agreement”). Te

July 25, 2018 EX-10.5

[Signature Page Follows]

Exhibit 10.5 July 23, 2018 Re: Amendment to Offer Letter Dear Jack: This letter (this “Letter”) memorializes our discussions regarding the Offer Letter between Florida Community Bank, National Association (the “Company Bank”), a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 27, 2017 (the “Offer Letter”). Terms that are capitalized but not defined herein shall have

July 25, 2018 EX-10.1

[Signature Page Follows]

Exhibit 10.1 July 23, 2018 Re: Termination of Employment Agreement Dear Kent: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of September 1, 2015, April 1, 2016, December 6, 2016 and March 6, 201

July 25, 2018 EX-10.3

[Signature Page Follows]

Exhibit 10.3 July 23, 2018 Re: Termination of Employment Agreement Dear Les: This letter (this “Letter”) memorializes our discussions regarding the Employment Agreement between Florida Community Bank, National Association, a subsidiary of FCB Financial Holdings, Inc. (the “Company”), and you, dated July 18, 2014 and amended as of December 6, 2016 and March 6, 2018 (the “Employment Agreement”). Ter

July 25, 2018 EX-3.1

ARTICLE X EXCLUSIVE FORUM

Exhibit 3.1 ARTICLE X EXCLUSIVE FORUM Section 10.01 Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim for or based on a breach of a fiduciary duty owed by any current or former director or officer or oth

July 25, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., SYNOVUS FINANCIAL CORP. AZALEA MERGER SUB CORP. Dated as of July 23, 2018

EXECUTION VERSION Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., SYNOVUS FINANCIAL CORP. and AZALEA MERGER SUB CORP. Dated as of July 23, 2018 ARTICLE I THE MERGER 2 1.1 The Merger 2 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Class A Common Stock 2 1.6 Treatment of Company Equity Awards 3 1.7 Company Warrants 6 1.8

July 25, 2018 425

FCB / FCB Financial Holdings, Inc. FORM 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2018 (July 23, 2018) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorpor

July 24, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

425 1 d582748d425.htm 425 Table of Contents Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. SEC File No.: 001-36586 Filer’s SEC File No.: 001-10312 Date: July 24, 2018 This filing includes a transcript of an investor call that was h

July 24, 2018 425

SNV / Synovus Financial Corp. 425 (Prospectus)

Filed by Synovus Financial Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: FCB Financial Holdings, Inc. SEC File No.: 001-36586 Filer’s SEC File No.: 001-10312 Date: July 24, 2018 This filing includes various communications to Synovus Financial Corp. employees. Email to Synovus Senior Le

July 24, 2018 425

FCB / FCB Financial Holdings, Inc. 425 (Prospectus)

425 1 s002361x2425.htm 425 Filed by FCB Financial Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: FCB Financial Holdings, Inc. Commission File No.: 001-36586 Letter to Business Customers July 24, 2018 Mr./Ms. [FCB Customer] Title Company Name 123 Main St

July 24, 2018 425

FCB / FCB Financial Holdings, Inc. 425 (Prospectus)

Filed by FCB Financial Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: FCB Financial Holdings, Inc. Commission File No.: 001-36586 Talking Points for Commercial and Production Relationship Managers The recent news of our proposed combination with Synovus

July 24, 2018 425

FCB / FCB Financial Holdings, Inc. 425 (Prospectus)

425 1 s002361x5425.htm 425 Filed by FCB Financial Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: FCB Financial Holdings, Inc. Commission File No.: 001-36586 Talking Points for Employees The recent news of our proposed combination with Synovus represents

July 24, 2018 425

FCB / FCB Financial Holdings, Inc. 425 (Prospectus)

Filed by FCB Financial Holdings, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: FCB Financial Holdings, Inc. Commission File No.: 001-36586 Letter to Personal-Retail Customers July 24, 2018 Mr./Ms. [FCB Customer] Title Company Name 123 Main St. Anywhere, FL 33016

July 24, 2018 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

EX-99.1 2 s002361x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Second Quarter 2018 Financial Results Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company” or “FCB”) today announced a merger with Synovus Financial Corp. (“Synovus”). The details of the merger are contained within a joint press release issued by the two companies today. The Company

July 24, 2018 EX-99.2

Synovus to Acquire FCB Financial Holdings, Inc. for $2.9 Billion Creates Premier Southeast Regional Bank with $36 Billion in Deposits and $44 Billion in Assets

Exhibit 99.2 Media Contacts Investor Contacts Synovus, Lee Underwood, 706.644.0528 Synovus, Steve Adams, 706.641.6462 FCB, Matthew Paluch, 305.668.5420 Synovus to Acquire FCB Financial Holdings, Inc. for $2.9 Billion Creates Premier Southeast Regional Bank with $36 Billion in Deposits and $44 Billion in Assets COLUMBUS, GA, and WESTON, FL, July 24, 2018 — Synovus Financial Corp. (NYSE: SNV) and FC

July 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 s002361x18k.htm FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 24, 2018 (July 23, 2018) Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or

July 24, 2018 425

FCB / FCB Financial Holdings, Inc. FORM 8K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 24, 2018 (July 23, 2018) Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorpor

July 24, 2018 EX-99.2

Synovus to Acquire FCB Financial Holdings, Inc. for $2.9 Billion Creates Premier Southeast Regional Bank with $36 Billion in Deposits and $44 Billion in Assets

Exhibit 99.2 Media Contacts Investor Contacts Synovus, Lee Underwood, 706.644.0528 Synovus, Steve Adams, 706.641.6462 FCB, Matthew Paluch, 305.668.5420 Synovus to Acquire FCB Financial Holdings, Inc. for $2.9 Billion Creates Premier Southeast Regional Bank with $36 Billion in Deposits and $44 Billion in Assets COLUMBUS, GA, and WESTON, FL, July 24, 2018 — Synovus Financial Corp. (NYSE: SNV) and FC

July 24, 2018 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

EX-99.1 2 s002361x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Second Quarter 2018 Financial Results Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company” or “FCB”) today announced a merger with Synovus Financial Corp. (“Synovus”). The details of the merger are contained within a joint press release issued by the two companies today. The Company

May 15, 2018 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 a8-k51518.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 14, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as sp

May 15, 2018 EX-3.2

Amended and Restated Certificate of Incorporation dated May 14, 2018

EX-3.2 2 exhibit32.htm EXHIBIT 3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FCB FINANCIAL HOLDINGS, INC. FCB Financial Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: A. The Corporation was originally incorporated under the name Bond Street Holdings, Inc. The date of filing of its

May 9, 2018 10-Q

FCB / FCB Financial Holdings, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36586 FCB FINANCIAL HOLDING

April 24, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 24, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter

April 24, 2018 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended March 31, 2018 December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 (Dollars in thousands, except share and per share data) Interest incom

Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record First Quarter 2018 Financial Results Weston, Fla. - FCB Financial Holdings, Inc. (the "Company") today reported first quarter 2018 net income of $40.1 million, or $0.84 per share on a fully diluted basis, and adjusted net income of $40.7 million, or $0.85 per share on a fully diluted basis. Net income rose 3% year-over-year and pre-tax incom

April 4, 2018 DEF 14A

FCB / FCB Financial Holdings, Inc. DEF 14A

DEF 14A 1 def14a2018.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: ¨ Preliminary Proxy State

March 23, 2018 PRE 14A

FCB / FCB Financial Holdings, Inc. PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(a)(2)) ¨ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

March 6, 2018 EX-10.2

Second Amendment to Employment Agreement, dated as of March 6, 2018, between Florida Community Bank, National Association and Vincent Tese.

Exhibit 10.2 Amendment to Employment Agreement This Second Amendment (this “Amendment”), dated as of March 6, 2018, to the Employment Agreement, made as of July 18, 2014 and as amended as of December 6, 2016 (the “Employment Agreement”), between Florida Community Bank, National Association (the “Company”) and Vincent Tese (“Executive”). WHEREAS, the Company and Executive now wish to further amend

March 6, 2018 8-K

FCB / FCB Financial Holdings, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 6, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter)

March 6, 2018 EX-10.3

Second Amendment to Employment Agreement, dated as of March 6, 2018, between Florida Community Bank, National Association and Les Lieberman.

Exhibit 10.3 Amendment to Employment Agreement This Second Amendment (this “Amendment”), dated as of March 6, 2018, to the Employment Agreement, made as of July 18, 2014 and as amended as of December 6, 2016 (the “Employment Agreement”), between Florida Community Bank, National Association (the “Company”) and Les Lieberman (“Executive”). WHEREAS, the Company and Executive now wish to further amend

March 6, 2018 EX-10.1

Fourth Amendment to Employment Agreement, dated as of March 6, 2018, between Florida Community Bank, National Association and Kent Ellert.

EX-10.1 2 exhibit1013618.htm EXHIBIT 10.1 Exhibit 10.1 Amendment to Employment Agreement This Fourth Amendment (this “Amendment”), dated as of March 6, 2018, to the Employment Agreement, made as of May 1, 2014 and as amended as of September 1, 2015, April 1, 2016 and December 6, 2016 (the “Employment Agreement”), between Florida Community Bank, National Association (the “Company”) and Kent Ellert

March 1, 2018 EX-99.1

FCB Announces Completion of the Acquisition of Floridian Community Bank

Exhibit Exhibit 99.1 FCB Announces Completion of the Acquisition of Floridian Community Bank WESTON, Fla.- (BUSINESS WIRE) - Today, March 1, 2018, FCB Financial Holdings, Inc. (?FCB?) (NYSE: FCB), the parent company of Florida Community Bank, N.A., announced that it completed its acquisition of Floridian Community Holdings, Inc. (?Floridian Community?) after receiving all required regulatory appro

March 1, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a8-k3118.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 1, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as sp

February 23, 2018 EX-21

Subsidiaries of the Registrant (Filed herewith)

Exhibit 21 List of FCB Financial Holdings, Inc. subsidiaries: NAME OF ENTITY STATE OF INCORPORATION Florida Community Bank, N.A. National Association Flamingo Sub, Inc. FL BFG Real Estate Holdings, Inc. FL BFG Land Holdings, Inc. FL FCB Central Holdings LLC DE FCB Commercial Land Holdings LLC DE FCB Keys Country LLC DE FCB REO I, LLC DE FCB REO II, LLC DE FCB REO III, LLC DE FCB REO IV, LLC DE FCB

February 23, 2018 10-K

FCB / FCB Financial Holdings, Inc. 10-K (Annual Report)

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2018 EX-1

JOINT FILING AGREEMENT

EX-1 Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2018, is by and among Silvercrest Asset Management Group LLC, Silvercrest L.

February 14, 2018 SC 13G

FCB / FCB Financial Holdings, Inc. / SILVERCREST ASSET MANAGEMENT GROUP LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FCB Financial Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate b

February 9, 2018 SC 13G/A

FCB / FCB Financial Holdings, Inc. / VANGUARD GROUP INC Passive Investment

fcbfinancialholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: FCB Financial Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 30255G103 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the a

February 6, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its chart

February 6, 2018 EX-99.1

FCB Announces Receipt of Regulatory Approvals for Floridian Community Bank Acquisition

EX-99.1 2 exhibit9912618.htm EXHIBIT 99.1 Exhibit 99.1 FCB Announces Receipt of Regulatory Approvals for Floridian Community Bank Acquisition WESTON, Fla.- (BUSINESS WIRE) - Today, February 5, 2018, FCB Financial Holdings, Inc. (“FCB”) (FCB), the parent company for Florida Community Bank, N.A., announced it has received approval from both the Federal Reserve Bank of Atlanta and the Office of the C

February 6, 2018 EX-99.1

FCB Announces Receipt of Regulatory Approvals for Floridian Community Bank Acquisition

Exhibit Exhibit 99.1 FCB Announces Receipt of Regulatory Approvals for Floridian Community Bank Acquisition WESTON, Fla.- (BUSINESS WIRE) - Today, February 5, 2018, FCB Financial Holdings, Inc. (“FCB”) (FCB), the parent company for Florida Community Bank, N.A., announced it has received approval from both the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency of its

February 6, 2018 425

FCB / FCB Financial Holdings, Inc. 8-K (Prospectus)

425 1 a8-k2618.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 5, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as

February 5, 2018 SC 13G/A

FCB / FCB Financial Holdings, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 fcbf17a3.htm CUSIP NO. 30255G103 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* FCB Financial Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filin

January 23, 2018 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended December 31, 2017 September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 (Dollars in thousands, except share and per share data) Interest in

EX-99.1 2 ex991q417.htm EXHIBIT 99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Fourth Quarter 2017 Financial Results Weston, Fla. - FCB Financial Holdings, Inc. (NYSE:FCB) (the "Company") today reported fourth quarter 2017 net income of $19.0 million, or $0.41 per share on a fully diluted basis, and adjusted net income of $35.3 million, or $0.76 per share on a fully diluted basis. Net inco

January 23, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????????????? FORM 8-K ???????????????????????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 23, 2018 Date of Report (Date of earliest event reported) ???????????????????????????? FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in

January 16, 2018 424B3

PROSPECTUS OF FCB FINANCIAL HOLDINGS, INC. FOR UP TO 1,933,415 SHARES OF CLASS A COMMON STOCK AND PROXY STATEMENT OF FLORIDIAN COMMUNITY HOLDINGS, INC. MERGER PROPOSED?YOUR VOTE IS VERY IMPORTANT

424B3 1 d512125d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-222280 PROSPECTUS OF FCB FINANCIAL HOLDINGS, INC. FOR UP TO 1,933,415 SHARES OF CLASS A COMMON STOCK AND PROXY STATEMENT OF FLORIDIAN COMMUNITY HOLDINGS, INC. MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT The Board of Directors of FCB Financial Holdings, Inc. (“FCB”) and the Board of Directors of

January 12, 2018 S-4/A

FCB / FCB Financial Holdings, Inc. S-4/A

S-4/A Table of Contents As filed with the Securities and Exchange Commission on January 11, 2018 Registration Statement No.

January 12, 2018 CORRESP

FCB / FCB Financial Holdings, Inc. ESP

CORRESP FCB Financial Holdings, Inc. 2500 Weston Road, Suite 300 Weston, Florida 33331 January 12, 2018 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: FCB Financial Holdings, Inc. Registration Statement on Form S-4 File No. 333-222280 Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under th

January 11, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 10, 2018 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its chart

January 10, 2018 S-4/A

FCB / FCB Financial Holdings, Inc. S-4/A

S-4/A 1 d512125ds4a.htm S-4/A Table of Contents As filed with the Securities and Exchange Commission on January 10, 2018 Registration Statement No. 333-222280 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Del

December 22, 2017 S-4

FCB / FCB Financial Holdings, Inc. S-4

S-4 Table of Contents As filed with the Securities and Exchange Commission on December 22, 2017 Registration Statement No.

December 20, 2017 425

FCB / FCB Financial Holdings, Inc. 425 (Prospectus)

Document Filed by FCB Financial Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Floridian Community Holdings, Inc. Commission File No.: 001-36586 The following presentation was made available to certain employees of Floridian Community Holdings, Inc. on

November 29, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a8-k112917.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 27, 2017 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant

November 29, 2017 EX-99.1

AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., FLORIDIAN COMMUNITY HOLDINGS, INC. FLAMINGO SUB, INC. Dated as of November 27, 2017

Exhibit Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., FLORIDIAN COMMUNITY HOLDINGS, INC. and FLAMINGO SUB, INC. Dated as of November 27, 2017 ARTICLE 1 DEFINITIONS; INTERPRETATION 1.1 Definitions 2 1.2 Additional Definitions 10 1.3 Interpretation 11 ARTICLE 2 THE MERGER 2.1 The Merger 13 2.2 Closing 13 2.3 Effects of the Merger; Liabilities of the Company 14

November 29, 2017 EX-99.2

VOTING AGREEMENT

EX-99.2 3 exhibit992112917.htm EXHIBIT 99.2 Exhibit 99.2 VOTING AGREEMENT November 27, 2017 FCB Financial Holdings, Inc., 2500 Weston Road, Suite 300, Weston, FL 33331 Ladies and Gentlemen: This letter agreement (the “Agreement”) is being entered into in connection with the Agreement and Plan of Merger, dated as of November 27, 2017, (the “Merger Agreement”), by and among FCB Financial Holdings, I

November 29, 2017 EX-99.1

AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., FLORIDIAN COMMUNITY HOLDINGS, INC. FLAMINGO SUB, INC. Dated as of November 27, 2017

Exhibit Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among FCB FINANCIAL HOLDINGS, INC., FLORIDIAN COMMUNITY HOLDINGS, INC. and FLAMINGO SUB, INC. Dated as of November 27, 2017 ARTICLE 1 DEFINITIONS; INTERPRETATION 1.1 Definitions 2 1.2 Additional Definitions 10 1.3 Interpretation 11 ARTICLE 2 THE MERGER 2.1 The Merger 13 2.2 Closing 13 2.3 Effects of the Merger; Liabilities of the Company 14

November 29, 2017 EX-99.2

VOTING AGREEMENT

EX-99.2 3 exhibit992112917.htm EXHIBIT 99.2 Exhibit 99.2 VOTING AGREEMENT November 27, 2017 FCB Financial Holdings, Inc., 2500 Weston Road, Suite 300, Weston, FL 33331 Ladies and Gentlemen: This letter agreement (the “Agreement”) is being entered into in connection with the Agreement and Plan of Merger, dated as of November 27, 2017, (the “Merger Agreement”), by and among FCB Financial Holdings, I

November 29, 2017 425

FCB / FCB Financial Holdings, Inc. 8-K (Prospectus)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????????????? FORM 8-K ???????????????????????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 27, 2017 Date of Report (Date of earliest event reported) ???????????????????????????? FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in

November 29, 2017 425

FCB / FCB Financial Holdings, Inc. 425 (Prospectus)

Document Filed by FCB Financial Holdings, Inc. pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Floridian Community Holdings, Inc. Commission File No.: 001-36586 On November 27, 2017, FCB Financial Holdings, Inc. (?FCB?) announced its entry into an Agreement and Plan of

November 27, 2017 EX-99.2

Investor Presentation dated November 27, 2017

EX-99.2 3 exhibit992112717.htm EXHIBIT 99.2 Exhibit 99.2

November 27, 2017 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

8-K 1 a8-k112717.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 November 27, 2017 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant

November 27, 2017 EX-99.1

FCB Announces Agreement to Acquire Floridian Community Bank

Exhibit EXHIBIT 99.1 FCB Announces Agreement to Acquire Floridian Community Bank ? Transaction valued at $88 million or 1.72x tangible book value ? Transaction adds $545 million in total assets and 5 retail locations ? Immediately accretive to EPS, greater than 25% anticipated IRR, and less than 1% expected dilution to tangible book value per share WESTON, Fla.- (BUSINESS WIRE) - Today, November 2

November 3, 2017 10-Q

FCB / FCB Financial Holdings, Inc. 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36586 FCB FINA

October 24, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????????????? FORM 8-K ???????????????????????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 24, 2017 Date of Report (Date of earliest event reported) ???????????????????????????? FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in

October 24, 2017 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended September 30, 2017 June 30, 2017 March 31, 2017 December 31, 2016 September 30, 2016 (Dollars in thousands, except share and per share data) Interest i

EX-99.1 2 ex991q317.htm EXHIBIT 99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Surpasses $10 Billion in Assets and Reports Third Quarter 2017 Financial Results Weston, Fla. - FCB Financial Holdings, Inc. (NYSE:FCB) (the "Company") today reported third quarter 2017 net income of $32.2 million, or $0.70 per share on a fully diluted basis, and adjusted net income of $34.2 million, or $0.74 per share

October 4, 2017 EX-24

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Bates, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned?s name and on the undersigned?s behalf, and submit to the Securities and Exchange Commission (?SEC?) a Form ID, including amendments thereto,

September 19, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a8-k91917.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 19, 2017 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant

September 19, 2017 EX-99.1

FCB Financial Holdings, Inc. Post Hurricane Irma Operations Update

EX-99.1 2 exhibit99191917.htm EXHIBIT 99.1 EXHIBIT 99.1 FCB Financial Holdings, Inc. Post Hurricane Irma Operations Update Weston, Fla., September 19, 2017 -FCB Financial Holdings, Inc. (NYSE: FCB) today reports it is 100% operational and currently expects only nominal customer business interruption or credit impact as a result of the storm. The Bank has contacted over 2,600 clients since the stor

August 11, 2017 8-K

FCB Financial Holdings FORM 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2017 FCB FINANCIAL HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Commi

August 11, 2017 EX-99.1

Jack Partagas to Become FCB Financial Holdings, Inc New CFO

99.1 EXHIBIT 99.1 Jack Partagas to Become FCB Financial Holdings, Inc New CFO Weston, Fla., August 11, 2017 ?FCB Financial Holdings, Inc. (NYSE: FCB) today announced the appointment of Jack Partagas to the position of Chief Financial Officer effective August 31, 2017. He will succeed Jennifer Simons who will remain with the company and transition into the role of Operations Director. Ms. Simons wi

August 4, 2017 10-Q

FCB Financial Holdings 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36586 FCB FINANCIAL

July 25, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a8-kcover.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ———————————————————————————— FORM 8-K ———————————————————————————— CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 25, 2017 Date of Report (Date of earliest event reported) ———————————————————————————— FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as s

July 25, 2017 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended June 30, 2017 March 31, 2017 December 31, 2016 September 30, 2016 June 30, 2016 (Dollars in thousands, except share and per share data) Interest income

EX-99.1 2 ex991q217.htm EXHIBIT 99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Surpasses $9.9 Billion in Assets and Reports Second Quarter 2017 Financial Results Weston, Fla. - FCB Financial Holdings, Inc. (NYSE:FCB) (the "Company") today reported second quarter 2017 net income of $35.1 million, or $0.76 per share on a fully diluted basis, and adjusted net income of $32.5 million, or $0.71 per sha

May 16, 2017 8-K

Submission of Matters to a Vote of Security Holders

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????????????? FORM 8-K ???????????????????????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 15, 2017 Date of Report (Date of earliest event reported) ???????????????????????????? FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its

May 5, 2017 10-Q

FCB Financial Holdings 10-Q (Quarterly Report)

10-Q 1 fcb331201710q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis

May 2, 2017 8-K

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????????????? FORM 8-K ???????????????????????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 2, 2017 Date of Report (Date of earliest event reported) ???????????????????????????? FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its c

April 20, 2017 8-K

FCB Financial Holdings 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ???????????????????????????? FORM 8-K ???????????????????????????? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 18, 2017 Date of Report (Date of earliest event reported) ???????????????????????????? FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in it

April 20, 2017 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended March 31, 2017 December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 (Dollars in thousands, except share and per share data) Interest incom

EX-99.1 3 ex991q117.htm EXHIBIT 99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Surpasses $9.5 Billion in Assets and Reports Record First Quarter 2017 Financial Results Weston, Fla. - FCB Financial Holdings, Inc. (NYSE:FCB) (the "Company") today reported first quarter 2017 net income of $39.0 million, or $0.86 per share on a fully diluted basis, and record core net income of $29.1 million, or $0.64

April 20, 2017 EX-10.35

First Amendment to Employment Agreement, dated April 18, 2017, between the Bank and James E. Baiter (incorporated by reference to Exhibit 10.35 of the Form 8-K filed with the SEC on April 20, 2017).

Exhibit Exhibit 10.35 Amendment to Employment Agreement This Amendment (this “ Amendment ”), dated as of April 18, 2017, to the Employment Agreement, made as of May 1, 2014 (the “ Employment Agreement ”), is between the Florida Community Bank, National Association (the “ Company ”) and James E. Baiter (“ Executive ”). WHEREAS, the Company and Executive now wish to amend the Employment Agreement in

April 3, 2017 DEF 14A

FCB Financial Holdings DEF 14A

2017 Proxy DEF14A Combined Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(a)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

February 24, 2017 10-K

FCB Financial Holdings 10-K (Annual Report)

Document Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 10, 2017 SC 13G/A

FCB / FCB Financial Holdings, Inc. / VANGUARD GROUP INC Passive Investment

fcbfinancialholdingsinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: FCB Financial Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 30255G103 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the a

February 9, 2017 SC 13G/A

FCB / FCB Financial Holdings, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FCB Financial Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30255G103 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 6, 2017 SC 13G/A

FCB / FCB Financial Holdings, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 fcbf16a2.htm CUSIP NO. 30255G103 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* FCB Financial Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filin

January 25, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 25, 2017 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporatio

January 25, 2017 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 December 31, 2015 (Dollars in thousands, except share and per share data) Interest in

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Surpasses $9 Billion in Assets and Reports Record Fourth Quarter 2016 Financial Results Weston, Fla. ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today reported fourth quarter 2016 net income of $27.9 million, or $0.64 per share on a fully diluted basis, and record core net income of $27.2 million, or $0.62 per share on a fully diluted

December 15, 2016 8-K

Other Events

8-K 1 d307087d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2016 FCB Financial Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdicti

December 12, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 6, 2016 FCB Financial Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporati

December 12, 2016 EX-10.2

First Amendment to Employment Agreement, dated December 6, 2016, between the Bank and Vincent Tese (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the SEC on December 12, 2016).

EX-10.2 3 d312485dex102.htm EX-10.2 Exhibit 10.2 Amendment to Employment Agreement This First Amendment (this “Amendment”), dated as of December 6, 2016, to the Employment Agreement, made as of July 18, 2014 (the “Employment Agreement”), between the Florida Community Bank, National Association (the “Company”) and Vincent Tese (“Executive”). WHEREAS, the Company and Executive now wish to amend the

December 12, 2016 EX-10.1

Third Amendment to Employment Agreement, dated December 6, 2016, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on December 12, 2016).

EX-10.1 Exhibit 10.1 Amendment to Employment Agreement This Third Amendment (this ?Amendment?), dated as of December 6, 2016, to the Employment Agreement, made as of May 1, 2014 and as amended as of September 1, 2015 and April 1, 2016 (the ?Employment Agreement?), between the Florida Community Bank, National Association (the ?Company?) and Kent Ellert (?Executive?). WHEREAS, the Company and Execut

December 12, 2016 EX-10.3

First Amendment to Employment Agreement, dated December 6, 2016, between the Bank and Les Lieberman (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the SEC on December 12, 2016).

EX-10.3 Exhibit 10.3 Amendment to Employment Agreement This First Amendment (this ?Amendment?), dated as of December 6, 2016, to the Employment Agreement, made as of July 18, 2014 (the ?Employment Agreement?), between the Florida Community Bank, National Association (the ?Company?) and Les Lieberman (?Executive?). WHEREAS, the Company and Executive now wish to amend the Employment Agreement in acc

November 9, 2016 10-Q

FCB Financial Holdings 10-Q (Quarterly Report)

10-Q 1 fcb930201610q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

October 20, 2016 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended September 30, 2016 June 30, 2016 March 31, 2016 December 31, 2015 September 30, 2015 (Dollars in thousands, except share and per share data) Interest i

EX-99.1 2 d163618dex991.htm EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Surpasses $8.5 Billion in Assets and Reports Record Third Quarter 2016 Financial Results Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company”) today reported third quarter 2016 net income of $26.1 million, or $0.60 per share on a fully diluted basis, and record core net income of $25.4 million, or $0.59

October 20, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d163618d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 20, 2016 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdi

August 8, 2016 10-Q

FCB Financial Holdings 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 21, 2016 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended June 30, 2016 March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 (Dollars in thousands, except share and per share data) Interest income

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Surpasses $8 Billion in Assets and Reports Record Second Quarter 2016 Financial Results Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company”) today reported second quarter 2016 net income of $23.5 million, or $0.55 per share on a fully diluted basis, and record core net income of $24.2 million, or $0.56 per share on a fully diluted

July 21, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 21, 2016 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation (

June 29, 2016 S-8

FCB Financial Holdings S-8

S-8 1 d218409ds8.htm S-8 As filed with the Securities and Exchange Commission on June 29, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 27-0775699 (State or other jurisdiction of incorporatio

June 29, 2016 EX-4.8

FCB FINANCIAL HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN AMENDED AND RESTATED AS OF MAY 4, 2016 ARTICLE I

EX-4.8 Exhibit 4.8 FCB FINANCIAL HOLDINGS, INC. 2016 STOCK INCENTIVE PLAN AMENDED AND RESTATED AS OF MAY 4, 2016 ARTICLE I General 1.1 Purpose The FCB Financial Holdings, Inc. 2016 Stock Incentive Plan (the ?Plan?) is designed to further the growth and development of FCB Financial Holdings, Inc. (the ?Company?) and its subsidiary, Florida Community Bank, N.A. (the ?Bank?), by enabling eligible per

May 17, 2016 8-K

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 17, 2016 (May 16, 2016) Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorp

May 6, 2016 10-Q

FCB Financial Holdings 10-Q (Quarterly Report)

10-Q 1 d161827d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

May 6, 2016 EX-10.27

Employment Agreement, dated May 1, 2014, between the Bank and James E. Baiter (incorporated by reference to Exhibit 10.27 of the Form 10-Q filed with the SEC on May 6, 2016).

EX-10.27 Exhibit 10.27 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of May 1, 2014, (the “Effective Date”), between Florida Community Bank, National Association (the “Company”), and James E. Baiter (“Executive”). This Agreement supersedes the Amended and Restated Employment Agreement between the Company and Executive dated as of January 31, 2011, as amended on Januar

May 6, 2016 EX-10.28

Second Amendment to Employment Agreement, dated April 1, 2016, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.28 of the Form 10-Q filed with the SEC on May 6, 2016).

EX-10.28 Exhibit 10.28 Amendment to Employment Agreement This Second Amendment (this “Amendment “), dated as of April 1, 2016, to the Employment Agreement, made as of May 1, 2014 and as amended as of September 1, 2015 (the “Employment Agreement “), between the Florida Community Bank, National Association (the “Company”) and Kent Ellert (“Executive”). WHEREAS, the Company and Executive now wish to

May 5, 2016 DEFA14A

FCB Financial Holdings DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

May 5, 2016 8-K

Other Events

8-K 1 d175929d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 5, 2016 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of i

April 21, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 21, 2016 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Com

April 21, 2016 EX-99.1

4 FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 (Dollars in thousands, except share and per share data) Interest inc

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record First Quarter 2016 Financial Results Weston, Fla. ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today reported first quarter 2016 net income of $22.5 million, or $0.52 per share on a fully diluted basis, and record core net income of $22.7 million, or $0.53 per share on a fully diluted basis. Core net income rose 26% year

April 5, 2016 DEF 14A

FCB 2016 Stock Incentive Plan, incorporated by reference to Exhibit A of the FCB Proxy Statement for the 2016 Annual Meeting of Stockholders on Schedule 14A, as filed with the SEC on April 5, 2016.*

DEF 14A 1 d152785ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ P

March 1, 2016 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Bates, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned?s name and on the undersigned?s behalf, and submit to the Securities and Exchange Commission (?SEC?) a Form ID, including amendments thereto,

February 26, 2016 10-K

FCB Financial Holdings FORM 10-K (Annual Report)

Form 10-K Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 26, 2016 EX-21.1

List of Florida Community Bank, National Association subsidiaries:

EX-21.1 Exhibit 21.1 List of Florida Community Bank, National Association subsidiaries: NAME OF ENTITY STATE OF INCORPORATION 137th Avenue Property Holdings LLC DE BFG Real Estate Holdings, Inc. FL BFG Land Holdings, Inc. FL Serenity Bay, Inc. FL GFB Courthouse Holdings, Inc. FL Treasure Coast Holdings, Inc. FL FCB Central Holdings LLC DE FCB Commercial Land Holdings LLC DE FCB Hotel LLC DE FCB Ke

February 26, 2016 EX-10.26

FCB Financial Holdings, Inc. Management Long-Term Incentive Plan (incorporated by reference to Exhibit 10.26 of the Form 10-K filed with the SEC on February 26, 2016).

EX-10.26 2 d161172dex1026.htm EX-10.26 Exhibit 10.26 FCB Financial Holdings, Inc. Management Long-Term Incentive Plan 1. Purposes. The purposes of the FCB Financial Holdings, Inc. Management Long-Term Incentive Plan are (a) to advance the interests of the Company and its stockholders by providing a means to further motivate the management of the Company and its Affiliates, upon whose judgment, ini

February 24, 2016 EX-99.1

FCB Financial Holdings, Inc. Announces Board Authorization of Stock Repurchase of Up to $20 Million of Common Stock

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Announces Board Authorization of Stock Repurchase of Up to $20 Million of Common Stock WESTON, Fla., ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today announced that its board of directors had approved an amendment to its stock repurchase program to increase the amount of the Company?s common stock purchasable under the program by $20

February 24, 2016 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 February 24, 2016 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporati

February 16, 2016 SC 13G/A

FCB / FCB Financial Holdings, Inc. / Elliott Associates, L.P. - FEBRUARY 16, 2016 Passive Investment

SC 13G/A 1 fcbfinancial13ga-021616.htm FEBRUARY 16, 2016 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* FCB Financial Holdings, Inc. (Name of Issuer) Class A voting common stock, par value $0.001 per share (Ti

February 11, 2016 SC 13G

FCB / FCB Financial Holdings, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FCB Financial Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

February 10, 2016 SC 13G

FCB / FCB Financial Holdings, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G 1 fcbfinancialholdings.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 0 )* Name of issuer: FCB Financial Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 30255G103 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule p

February 2, 2016 SC 13G/A

FCB / FCB Financial Holdings, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

SC 13G/A 1 fcbf15a1.htm CUSIP NO. 30255G103 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* FCB FINANCIAL HOLDINGS, INC. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filin

January 25, 2016 EX-99.1

4 FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 December 31, 2014 (Dollars in thousands, except share and per share data) Interest

EX-99.1 2 d144954dex991.htm EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Fourth Quarter 2015 Financial Results Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company”) today reported fourth quarter 2015 net income of $29.7 million, or $0.68 per share on a fully diluted basis, and record core net income of $22.5 million, or $0.52 per share on a fully diluted basis.

January 25, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 25, 2016 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation (Co

January 20, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 20, 2016 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporatio

January 20, 2016 EX-99.1

FCB Financial Holdings, Inc. Announces New Chief Financial Officer

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Announces New Chief Financial Officer WESTON, Fla. ? January 20, 2016 (BUSINESS WIRE) ? FCB Financial Holdings, Inc. (FCB) President and Chief Executive Officer, Kent S. Ellert announced today the appointment of Jennifer L. Simons to the post of Chief Financial Officer effective March 1, 2016. Ms. Simons assumes the post from Paul D. Burner who ser

October 29, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 d26395d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 29, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other (Commiss

October 29, 2015 EX-99.1

FCB Financial Holdings, Inc. Announces Board Authorization of Stock Repurchase of Up to $20 Million of Common Stock

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Announces Board Authorization of Stock Repurchase of Up to $20 Million of Common Stock WESTON, Fla., October 29, 2015 ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today announced that its board of directors had approved an amendment to its stock repurchase program to increase the amount of the Company?s common stock purchasable under t

October 22, 2015 EX-99.1

Page 1 of 15

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Third Quarter 2015 Financial Results Weston, Fla. ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today reported third quarter 2015 net income of $21.1 million, or $0.48 per share on a fully diluted basis, and record core net income of $21.0 million, or $0.48 per share on a fully diluted basis. Core net income rose 114% yea

October 22, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 22, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation (Commis

September 22, 2015 EX-10.1

First Amendment to Employment Agreement, dated September 1, 2015, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the SEC on September 22, 2015).

EX-10.1 2 d89814dex101.htm EX-10.1 Exhibit 10.1 EXECUTION COPY Amendment to Employment Agreement This First Amendment (this “Amendment”), dated as of September 1, 2015, to the Employment Agreement, made as of May 1, 2014 (the “Employment Agreement”), between the Florida Community Bank, National Association (the “Company”) and Kent Ellert (“Executive”). WHEREAS, the Company and Executive now wish t

September 22, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2015 FCB Financial Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation)

August 11, 2015 424B3

28,316,729 Shares FCB Financial Holdings, Inc. Class A Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-199502 Prospectus 28,316,729 Shares FCB Financial Holdings, Inc. Class A Common Stock This prospectus relates to the offering by the selling stockholders of FCB Financial Holdings, Inc. of (i) up to 24,762,802 shares of Class A Common Stock, par value $0.001 per share, or Class A Common Stock, that were privately issued

August 3, 2015 POS AM

FCB Financial Holdings POS AM

Table of Contents As filed with the Securities and Exchange Commission on August 3, 2015 Registration No.

July 21, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 July 21, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation)

July 21, 2015 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended June 30, 2015 March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014 (Dollars in thousands, except share and per share data) Interest income

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Second Quarter 2015 Financial Results Weston, Fla. ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today reported second quarter 2015 net income of $19.4 million, or $0.45 per diluted share, and record core net income of $19.0 million, or $0.44 per diluted share. Net income rose 111% year-over-year and net income per dilute

May 29, 2015 8-K

FCB Financial Holdings 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 29, 2015 (May 27, 2015) Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorp

May 22, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d930546d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 May 18, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdictio

May 21, 2015 424B3

Prospectus Supplement No. 3 (To the Prospectus dated November 12, 2014) 29,457,888 Shares of Class A Common Stock

424B3 1 d931915d424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration Number 333-199502 Prospectus Supplement No. 3 (To the Prospectus dated November 12, 2014) 29,457,888 Shares of Class A Common Stock This Prospectus Supplement No. 3 (this “Prospectus Supplement”) supplements the prospectus dated November 12, 2014, as previously supplemented (the “Prospectus”) relating t

April 27, 2015 EX-99.1

FCB Financial Holdings, Inc. Announces Stock Repurchase Program for Up to $30 Million of Class A Common Stock

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Announces Stock Repurchase Program for Up to $30 Million of Class A Common Stock WESTON, Fla., April 27, 2015 ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today announced a stock repurchase program under which the Company is authorized to acquire up to $30 million of its Class A Common Stock. Repurchases under the program may be made t

April 27, 2015 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 27, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation (Commissi

April 23, 2015 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended March 31, 2015 December 31, 2014 September 30, 2014 June 30, 2014 March 31, 2014 (Dollars in thousands, except share and per share data) Interest incom

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports First Quarter 2015 Financial Results Weston, Fla. ? FCB Financial Holdings, Inc. (NYSE:FCB) (the ?Company?) today reported financial results for the first quarter of 2015. For the quarter ended March 31, 2015, after deducting the previously disclosed one-time pre-tax charge of $65.5 million in conjunction with the early termination of all l

April 23, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 April 23, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation (Commissi

April 9, 2015 DEF 14A

FCB Financial Holdings, Inc. Executive Incentive Plan (incorporated by reference to Exhibit A of the Proxy Statement for the 2015 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 9, 2015).

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(a)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

March 16, 2015 424B3

Prospectus Supplement No. 2 (To the Prospectus dated November 12, 2014) 29,457,888 Shares of Class A Common Stock

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration Number 333-199502 Prospectus Supplement No.

March 4, 2015 EX-10.24

Termination Agreement among Federal Deposit Insurance Corporation, as Receiver of Premier American Bank, Miami, Florida; Receiver of Florida Community Bank, Immokalee, Florida; Receiver of Peninsula Bank, Englewood, Florida; Receiver of Cortez Community Bank, Brooksville, Florida; Receiver of First National Bank of Central Florida, Winter Park, Florida; and Receiver of Coastal Bank, Cocoa Beach, Florida, Federal Deposit Insurance Corporation and Florida Community Bank, N.A. (incorporated by reference to Exhibit 10.24 of the Form 8-K filed with the SEC on March 4, 2015).

EX-10.24 EXHIBIT 10.24 TERMINATION AGREEMENT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, as RECEIVER OF PREMIER AMERICAN BANK, MIAMI, FLORIDA; RECEIVER OF FLORIDA COMMUNITY BANK, IMMOKALEE, FLORIDA; RECEIVER OF PENINSULA BANK, ENGLEWOOD, FLORIDA; RECEIVER OF CORTEZ COMMUNITY BANK, BROOKSVILLE, FLORIDA; RECEIVER OF FIRST NATIONAL BANK OF CENTRAL FLORIDA, WINTER PARK, FLORIDA; and RECEIVER OF COAST

March 4, 2015 EX-99.1

FCB Financial Holdings, Inc. Announces Early Termination of All FDIC Loss Share Agreements

EX-99.1 3 d886470dex991.htm EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Announces Early Termination of All FDIC Loss Share Agreements WESTON, Fla., March 4, 2015 - FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company” or “FCB”) today announced that its wholly owned subsidiary, Florida Community Bank, NA (the “Bank”), has entered into agreements with the Federal Deposit Insurance Corporation

March 4, 2015 8-K

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 March 4, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (Comm

March 4, 2015 EX-99.2

FCB Financial Holdings, Inc.

EX-99.2 4 d886470dex992.htm EX-99.2 FCB Financial Holdings, Inc. Early Termination of FDIC Loss Sharing Agreements Investor Presentation Exhibit 99.2 Forward Looking Statements Safe Harbor Statement This release may contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements about our expectations, beliefs, plans, strategies,

February 17, 2015 SC 13G/A

FCB / FCB Financial Holdings, Inc. / Elliott Associates, L.P. - FEBRUARY 17, 2015 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* FCB Financial Holdings, Inc. (Name of Issuer) Class A voting common stock, par value $0.001 per share (Title of Class of Securities) 302555G103 (CUSIP Number) Dec

February 3, 2015 SC 13G

FCB / FCB Financial Holdings, Inc. / FRANKLIN MUTUAL ADVISERS LLC Passive Investment

fcbf14in.htm - Generated by SEC Publisher for SEC Filing CUSIP NO. 30255G103 13G Page 1 of 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FCB FINANCIAL HOLDINGS, INC. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 30255G103 (CUSIP Number) December 31, 2014 (Date of Event Which

January 29, 2015 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements of Income Three Months Ended December 31, 2014 September 30, 2014 June 30, 2014 March 31, 2014 December 31, 2013 (Dollars in thousands, except share and per share data) Interest in

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Record Fourth Quarter Net Income of $13.1 Million, or $0.31 Per Diluted Share, Up 121% Year-Over-Year Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company”) today reported fourth quarter 2014 net income of $13.1 million, or $0.31 per diluted share, and core net income of $12.6 million, or $0.30 per diluted share. Net income

January 29, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 January 29, 2015 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (C

November 13, 2014 424B3

29,457,888 Shares FCB Financial Holdings, Inc. Class A Common Stock

424B3 Table of Contents Index to Financial Statements Filed pursuant to Rule 424(b)(3) Registration Number 333-199502 Prospectus 29,457,888 Shares FCB Financial Holdings, Inc.

November 13, 2014 424B3

Prospectus Supplement No. 1 (To the Prospectus dated November 12, 2014) 29,457,888 Shares of Class A Common Stock

424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration Number 333-199502 Prospectus Supplement No.

November 7, 2014 S-1/A

FCB / FCB Financial Holdings, Inc. S-1/A - - S-1/A

S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on November 7, 2014 Registration No.

October 23, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 October 23, 2014 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation) (C

October 23, 2014 EX-99.1

FCB FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES Consolidated Statements Of Income Three Months Ended September 30, 2014 June 30, 2014 March 31, 2014 December 31, 2013 September 30, 2013 (Dollars in thousands, except share and per share data) Interest i

EX-99.1 Exhibit 99.1 FCB Financial Holdings, Inc. Reports Third Quarter 2014 Financial Results Weston, Fla. – FCB Financial Holdings, Inc. (NYSE:FCB) (the “Company”) today announced financial results for the third quarter of 2014. For the quarter ended September 30, 2014, after deducting previously disclosed one-time charges of $20.1 million in conjunction with the Company’s initial public offerin

October 21, 2014 S-1

FCB / FCB Financial Holdings, Inc. S-1 - Registration Statement - FORM S-1

FORM S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on October 21, 2014 Registration No.

September 12, 2014 S-8

FCB / FCB Financial Holdings, Inc. S-8 - - S-8

S-8 1 d788328ds8.htm S-8 As filed with the Securities and Exchange Commission on September 12, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 27-0775699 (State or other jurisdiction of incorpo

September 4, 2014 8-K

Financial Statements and Exhibits, Other Events

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 September 4, 2014 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporati

September 4, 2014 EX-99.1

FCB FINANCIAL HOLDINGS, INC. ANNOUNCES UNDERWRITERS’ EXERCISE OF OPTION

EX-99.1 2 d782816dex991.htm EX-99.1 Exhibit 99.1 FCB FINANCIAL HOLDINGS, INC. ANNOUNCES UNDERWRITERS’ EXERCISE OF OPTION Weston, FL—FCB Financial Holdings, Inc. (NYSE: FCB) announced today that the underwriters of its initial public offering of 7,520,000 shares of its common stock that closed on August 6, 2014 have partially exercised their option to purchase an additional 720,000 shares of common

August 14, 2014 SC 13G

FCB / FCB Financial Holdings, Inc. / Elliott Associates, L.P. - AUGUST 14, 2014 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) FCB Financial Holdings, Inc. (Name of Issuer) Class A voting common stock, par value $0.001 per share (Title of Class of Securities) 302555G103 (CUSIP Number) August 4, 2014 (Date o

August 12, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 August 12, 2014 Date of Report (Date of earliest event reported) FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-36586 27-0775699 (State or other jurisdiction of incorporation

August 11, 2014 EX-1

JOINT FILING AGREEMENT

EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the Schedule 13D with respect to the Class A Common Stock, par value $0.

August 11, 2014 SC 13D

FCB / FCB Financial Holdings, Inc. / BOND STREET INVESTORS LLC Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

August 4, 2014 424B4

FCB Financial Holdings, Inc. 7,520,000 Shares Class A Common Stock

424B4 Filed Pursuant to Rule 424(b)(4) Registration No. 333-196935 Prospectus FCB Financial Holdings, Inc. 7,520,000 Shares Class A Common Stock This is the initial public offering of FCB Financial Holdings, Inc., a bank holding company headquartered in Weston, Florida. We are offering 4,554,045 shares of our Class A Common Stock. The selling stockholders identified in this prospectus are offering

July 31, 2014 S-1/A

FCB / FCB Financial Holdings, Inc. S-1/A - -

Form S-1 Amendment No. 4 As filed with the Securities and Exchange Commission on July 31, 2014 Registration No. 333-196935 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6021 27-0775699 (State or ot

July 30, 2014 8-A12B

FCB / FCB Financial Holdings, Inc. 8-A12B - -

FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FCB FINANCIAL HOLDINGS, INC.

July 29, 2014 S-1/A

FCB / FCB Financial Holdings, Inc. S-1/A - -

S-1/A 1 i12558.htm As filed with the Securities and Exchange Commission on July 29, 2014 Registration No. 333-196935 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6021 27-0775699 (State or other ju

July 29, 2014 CORRESP

FCB / FCB Financial Holdings, Inc. CORRESP - -

CORRESP BY EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 29, 2014 EX-1.1

[●] Shares FCB Financial Holdings, Inc. Class A Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT

Exhibit 1.1 Exhibit 1.1 [●] Shares FCB Financial Holdings, Inc. Class A Common Stock ($0.001 Par Value) UNDERWRITING AGREEMENT July [●], 2014 Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Securities LLC As Representatives of the Several Underwriters c/o Deutsche Bank Securities Inc. 60 Wall Street, 4th Floor New York, New York 10005

July 29, 2014 CORRESP

FCB / FCB Financial Holdings, Inc. CORRESP - -

CORRESP 1 filename1.htm FCB Financial Holdings, Inc. 2500 Weston Road, Suite 300 Weston, Florida 33331 July 29, 2014 VIA EDGAR Mr. Todd K. Schiffman Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: FCB Financial Holdings, Inc. Registration Statement on Form S-1 (File No. 333-196935) Dear Mr. Schiffman:

July 22, 2014 EX-10.10

Employment Agreement, dated July 18, 2014, between the Bank and Vincent Tese (incorporated by reference to Exhibit 10.10 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

EX-10.10 7 exh1010.htm Exhibit 10.10 EMPLOYMENT AGREEMENT THIS Employment Agreement (this “Agreement”), dated July 18, 2014, between Florida Community Bank, National Association (the “Company”), and Vincent Tese (“Executive”). WHEREAS, the Company desires to employ Executive as its Executive Chairman, and Executive desires to accept such employment on the terms and conditions hereinafter set forth

July 22, 2014 EX-10.19

Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

EX-10.19 9 exh1019.htm Exhibit 10.19 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement, dated as of [•] (this “Agreement”), is entered into by and between FCB Financial Holdings, Inc., a Delaware corporation (the “Company”), and [•] (the “Indemnitee”). WHEREAS, it is essential to the Company to attract and retain the services of highly qualified individuals as directors and officers

July 22, 2014 S-1/A

FCB / FCB Financial Holdings, Inc. S-1/A - -

S-1 Amendment No. 2 As filed with the Securities and Exchange Commission on July 22, 2014 Registration No. 333-196935 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FCB FINANCIAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 6021 27-0775699 (State or other j

July 22, 2014 EX-10.9

Employment Agreement, dated July 18, 2014, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.9 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

Exhibit 10.9 Exhibit 10.9 EMPLOYMENT AGREEMENT THIS Employment Agreement (this “Agreement”), dated July 18, 2014, between Florida Community Bank, National Association (the “Company”), and Kent Ellert (“Executive”). This Agreement supersedes the Amended and Restated Employment Agreement between the Company and Executive dated as of January 21, 2011, as amended on January 25, 2013 and October 11, 20

July 22, 2014 EX-10.4

Form of FCB RSU Agreement, incorporated by reference to Exhibit 10.4 of FCB's Registration Statement on Form S-1/A (No. 333-196935), as filed with the SEC on July 22, 2014.*

EX-10.4 4 exh104.htm Exhibit 10.4 WARRANT CERTIFICATE NO. THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND UNTIL THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT TO (A) A “QUALIFIED INSTITUTIONAL BUYER” PURSUANT TO RULE 144A UN

July 22, 2014 EX-4.4

Amendment to Registration Rights Agreement, dated July 16, 2014, by and among FCB Financial Holdings, Inc., Bond Street Investors LLC and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.4 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

EX-4.4 2 exh44.htm Exhibit 4.4 Amendment to Registration Rights Agreement This amendment (the “Amendment”), is effective as of July 16, 2014 and is entered into by and between FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings LLC), a Delaware corporation (the “Company”), Bond Street Investors LLC (“BSI”), for the benefit of holders of Eligible Co-Investment Interests and Deutsch

July 22, 2014 EX-4.5

Form of Amendment to Registration Rights Agreement, dated as of July 16, 2014 by and among FCB Financial Holdings, Inc. and the other signatories thereto (incorporated by reference to Exhibit 4.5 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

EX-4.5 3 exh45.htm Exhibit 4.5 Form of Amendment of Registration Rights Agreement This amendment (the “Amendment”), is effective as of July 16, 2014 and is entered into by and between FCB Financial Holdings, Inc. (formerly known as Bond Street Holdings LLC), a Delaware corporation (the “Company”) and each Holder. WHEREAS, the Company and the Holders entered into that certain Registration Rights Ag

July 22, 2014 EX-10.5

Form of RSU Agreement (incorporated by reference to Exhibit 10.5 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

Exhibit 10.5 Exhibit 10.5 THIS AGREEMENT (the “Agreement”), made as of the [ ] th day of [ ], between Bond Street Holdings, Inc. (the “Company”) and [ ] (the “Participant”). WHEREAS, the Company has adopted and maintains the Bond Street Holdings, Inc. 2013 Incentive Stock Plan (the “Plan”) to further the growth and development of the Company by enabling eligible persons to obtain a proprietary int

July 22, 2014 EX-10.11

Employment Agreement, dated July 18, 2014, between the Bank and Les Lieberman (incorporated by reference to Exhibit 10.11 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 22, 2014 (Registration No. 333-196935)).

EX-10.11 8 exh1011.htm Exhibit 10.11 EMPLOYMENT AGREEMENT THIS Employment Agreement (this “Agreement”), dated July 18, 2014, between Florida Community Bank, National Association (the “Company”), and Les Lieberman (“Executive”). WHEREAS, the Company desires to employ Executive as its Executive Vice Chairman, and Executive desires to accept such employment on the terms and conditions hereinafter set

July 14, 2014 EX-3.1

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 14, 2014 (Registration No. 333-196935)).

Exhibit 3.1 Exhibit 3.1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “FCB FINANCIAL HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF JUNE, A.D. 2014, AT 11:45 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. State of D

July 14, 2014 EX-4.1

Form of Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Form S-1/A Registration Statement of the Company filed with the SEC on July 14, 2014 (Registration No. 333-196935)).

Exhibit 4.1 Exhibit 4.1 CLASS A COMMON STOCK CLASS A COMMON STOCK PAR VALUE $0.001 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX Certificate Shares Number FCB FINANCIAL HOLDINGS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT CUSIP 30255G 10 3 SEE REVERSE FOR CERTAIN DEFINITIONS is the owner of FULLY-PAID AND NON-ASSESSABLE S

July 14, 2014 S-1/A

FCB / FCB Financial Holdings, Inc. S-1/A - -

S-1/A As filed with the Securities and Exchange Commission on July 11, 2014 Registration No.

July 11, 2014 CORRESP

FCB / FCB Financial Holdings, Inc. CORRESP - -

CORRESP KRAMER LEVIN NAFTALIS & FRANKEL LLP PETER G. SMITH PHONE 212-715-9401 FAX 212-715-8000 [email protected] July 11, 2014 VIA EDGAR Mr. Todd K. Schiffman Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: FCB Financial Holdings, Inc. Registration Statement on Form S-1 Filed June 20, 2014 File N

June 20, 2014 EX-10.10

Purchase and Assumption Agreement, dated as of February 11, 2011, among FDIC, Receiver of Sunshine State Community Bank, Port Orange, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.10 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w10 Exhibit 10.10 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SUNSHINE STATE COMMUNITY BANK, PORT ORANGE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF FEBRUARY 11, 2011 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Sunshine State Community Bank Version

June 20, 2014 S-1

Registration Statement - FORM S-1

S-1 As filed with the Securities and Exchange Commission on June 20, 2014 Registration No.

June 20, 2014 EX-4.4

Form of Registration Rights Agreement, dated as of August 13, 2010, by and among Bond Street Holdings LLC and the other signatories thereto (incorporated by reference to Exhibit 4.4 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv4w4 Exhibit 4.4 FORM OF REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of August 13, 2010, by and among Bond Street Holdings LLC, a Delaware limited liability company (the “Company”) and the signatories to this Agreement (the “Initial Holders”). A. This Agreement is entered into in connection with the offering and sale (the 11 Offering “) of up t

June 20, 2014 EX-3.2

State of Delaware Secretary of State Division of Corporations Delivered 04:19 PM 06/13/2014 FILED 04:19 PM 06/13/2014 SRV 140836497 - 4672148 FILE

Exhibit 3.2 Exhibit 3.2 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES: “FCB FINANCIAL HOLDINGS, INC.”, A DELAWARE CORPORATION, WITH AND INTO “BOND STREET HOLDINGS, INC.” UNDER THE NAME OF “FCB FINANCIAL HOLDINGS, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF

June 20, 2014 EX-10.2

Bond Street Holdings, LLC 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.2 of FCB's Registration Statement on Form S-1 (No. 333-196935), as filed with the SEC on June 20, 2014.*

Exhibit 10.2 Exhibit 10.2 BOND STREET HOLDINGS, INC. 2013 STOCK INCENTIVE PLAN ARTICLE I General 1.1 Purpose The Bond Street Holdings, Inc. 2013 Stock Incentive Plan (the “Plan”) is designed to further the growth and development of Bond Street Holdings, Inc. (the “Company”) and its subsidiary, Florida Community Bank, N.A. (the “Bank”), by enabling eligible persons to obtain a proprietary interest

June 20, 2014 EX-10.16

Equity Appreciation Agreement, dated as of January 29, 2010, between the Company and FDIC, Receiver of Florida Community Bank, Immokalee, Florida (incorporated by reference to Exhibit 10.16 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w16 Exhibit 10.16 EQUITY APPRECIATION AGREEMENT by and between BOND STREET HOLDINGS LLC and FEDERAL DEPOSIT INSURANCE CORPORATION Dated as of January 29, 2010 EQUITY APPRECIATION AGREEMENT This EQUITY APPRECIATION AGREEMENT (this “Agreement”), dated as of January 29, 2010, is by and between Bond Street Holdings LLC, a Delaware limited liability company (the “Company”), and the Federal Deposit

June 20, 2014 EX-10.12

Purchase and Assumption Agreement, dated as of April 29, 2011, among FDIC, Receiver of Cortez Community Bank, Brooksville, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.12 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w12 Exhibit 10.12 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF CORTEZ COMMUNITY BANK, BROOKSVILLE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION MIAMI, FLORIDA DATED AS OF APRIL 29, 2011 Module 1 — Whole Bank w/ Optional Shared Loss Agreements CORTEZ COMMUNITY BANK Version 3.0

June 20, 2014 EX-10.4

Amended and Restated Employment Agreement, dated as of January 10, 2011, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.4 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

Exhibit 10.4 Exhibit 10.4 Execution Copy AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS Amended and Restated Employment Agreement (this “Agreement”), dated as of January 10, 2011, amends and restates in its entirety the Employment Agreement, made as of February 11, 2010, between Premier American Bank, National Association (the “Company”), and Kent Ellert (“Executive”) (such February 11, 2010 Emplo

June 20, 2014 EX-10.1

Bond Street Holdings, LLC 2009 Stock Option Plan, incorporated by reference to Exhibit 10.1 of FCB's Registration Statement on Form S-1 (No. 333-196935), as filed with the SEC on June 20, 2014.*

exv10w1 Exhibit 10.1 Bond Street Holdings, LLC 2009 Option Plan ARTICLE I General 1.1 Purpose The Bond Street Holdings, LLC 2009 Option Plan (the “Plan”) is designed to further the growth and development of Bond Street Holdings, LLC, a Delaware limited liability company (the “Company”), by enabling eligible persons to obtain a proprietary interest in the Company, thereby providing such persons wit

June 20, 2014 EX-10.13

Purchase and Assumption Agreement, dated as of May 6, 2011, among FDIC, Receiver of Coastal Bank, Cocoa Beach, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.13 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w13 Exhibit 10.13 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF COASTAL BANK, COCOA BEACH, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF MAY 6, 2011 Module 1 — Whole Bank w/ Optional Shared Loss Agreements Coastal Bank Version 3.01 — Purchase and Assumption Agreemen

June 20, 2014 EX-10.9

Purchase and Assumption Agreement, dated as of June 25, 2010, among FDIC, Receiver of Peninsula Bank, Englewood, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.9 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w9 Exhibit 10.9 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PENINSULA BANK, ENGLEWOOD, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A. DATED AS OF JUNE 25, 2010 Module 1 — Whole Bank w/ Loss Share — P&A Peninsula Bank Version 2.06 Englewood, Florida May 24, 2010 TABLE OF CONTENTS ARTICLE I DEF

June 20, 2014 EX-10.15

Equity Appreciation Agreement, dated as of January 22, 2010, between the Company and FDIC, Receiver of Premier American Bank, Miami, Florida (incorporated by reference to Exhibit 10.15 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w15 Exhibit 10.15 EQUITY APPRECIATION AGREEMENT by and between BOND STREET HOLDINGS LLC and FEDERAL DEPOSIT INSURANCE CORPORATION Dated as of January 22, 2010 EQUITY APPRECIATION AGREEMENT This EQUITY APPRECIATION AGREEMENT (this “Agreement”), dated as of January 22, 2010, is by and between Bond Street Holdings LLC, a Delaware limited liability company (the “Company”), and the Federal Deposit

June 20, 2014 EX-10.6

Second Amendment to Amended and Restated Employment Agreement, dated October 11, 2013, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.6 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

Exhibit 10.6 Exhibit 10.6 FLORIDA COMMUNITY BANK, NATIONAL ASSOCIATION. Second Amendment to Amended and Restated Employment Agreement This Second Amendment (this “Amendment”), dated as of October 11, 2013, to the Amended and Restated Employment Agreement, made as of January 10, 2011 and as amended as of January 25, 2013 (the “Employment Agreement”), between the Florida Community Bank, National Ass

June 20, 2014 EX-10.8

PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FLORIDA COMMUNITY BANK, IMMOKALEE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF JANU

exv10w8 Exhibit 10.8 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FLORIDA COMMUNITY BANK, IMMOKALEE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF JANUARY 29th, 2010 Module 1 — Whole Bank w/ Loss Share — P&A Florida Community Bank Version 1.12 Immokalee, FL November 17,

June 20, 2014 EX-10.5

First Amendment to Amended and Restated Employment Agreement, dated January 25, 2013, between the Bank and Kent Ellert (incorporated by reference to Exhibit 10.5 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

Exhibit 10.5 Exhibit 10.5 Execution Copy FLORIDA COMMUNITY BANK, NATIONAL ASSOCIATION. First Amendment to Amended and Restated Employment Agreement This First Amendment (this “Amendment”), dated as of January 25, 2013, to the Amended and Restated Employment Agreement, made as of January 10, 2011 (the “Employment Agreement”), between the Florida Community Bank, National Association (formerly known

June 20, 2014 EX-2.1

Agreement and Plan of Merger by and between Florida Community Bank, N.A. and Great Florida Bank, dated as of July 16, 2013 (incorporated by reference to Exhibit 2.1 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

Exhibit 2.1 Exhibit 2.1 CONFIDENTIAL AGREEMENT AND PLAN OF MERGER by and between FLORIDA COMMUNITY BANK, N.A. and GREAT FLORIDA BANK July 16, 2013 TABLE OF CONTENTS ARTICLE 1 Definitions and Terms 1 1.1 Certain Definitions 1 ARTICLE 2 The Merger 6 2.1 The Merger 6 2.2 Effective Time of the Merger 6 2.3 Closing 6 ARTICLE 3 Effect on Capital Stock; Consideration 6 3.1 Effect on Capital Stock; Consid

June 20, 2014 EX-3.3

Bylaws, as amended (incorporated by reference to Exhibit 3.3 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv3w3 Exhibit 3.3 BY-LAWS OF FCB FINANCIAL HOLDINGS, INC. (AS AMENDED) ARTICLE I Offices Section 1.01 Offices. FCB Financial Holdings, Inc. (hereinafter called the “Corporation”) may have offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “Board of Directors”) from time to time shall determine or the business of the Corporation

June 20, 2014 EX-10.7

Purchase and Assumption Agreement, dated as of January 29, 2010, among FDIC, Receiver of Florida Community Bank, Immokalee, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.8 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w7 Exhibit 10.7 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF PREMIER AMERICAN BANK, MIAMI, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, NATIONAL ASSOCIATION DATED AS OF JANUARY 22, 2010 Module 1 — Whole Bank w/ Loss Share — P&A PREMIER AMERICAN BANK Version 1.12 MIAMI, FLORIDA November 17, 2009 T

June 20, 2014 EX-10.3

Form of Incentive Stock Option Grant Agreement, incorporated by reference to Exhibit 10.3 of FCB's Registration Statement on Form S-1 (No. 333-196935), as filed with the SEC on June 20, 2014.*

exv10.3 Exhibit 10.3 FCB Financial Holdings, Inc. Form of Incentive Stock Option Grant Agreement THIS AGREEMENT, made as of the , between FCB Financial Holdings, Inc. (the “Company”) and (the “Participant”). WHEREAS, the Company has adopted and maintains the Bond Street Holdings LLC (now FCB Financial Holdings, Inc.) 2009 Option Plan (the “Plan”) to further the growth and development of the Compan

June 20, 2014 EX-10.18

Purchase and Assumption Agreement, dated as of July 15, 2011, among FDIC, Receiver of First Peoples Bank, Port St. Lucie, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.18 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w18 Exhibit 10.18 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST PEOPLES BANK, PORT ST. LUCIE, FLORIDA FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A., MIAMI, FLORIDA DATED AS OF JULY 15, 2011 Module 1 — Whole Bank w/ Optional Shared Loss Agreements First Peoples Bank Version 3.1.1 — Purchase and A

June 20, 2014 EX-10.17

FDIC Order, dated as of January 22, 2010 (incorporated by reference to Exhibit 10.17 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w17 Exhibit 10.17 FEDERAL DEPOSIT INSURANCE CORPORATION In Re: Premier American Bank, National Association (In Organization) Miami, Florida Application for Federal Deposit Insurance ORDER The undersigned, acting on behalf of the Board of Directors of the Federal Deposit Insurance Corporation (“FDIC”) pursuant to delegated authority, has fully considered all available facts and information rel

June 20, 2014 EX-4.3

Registration Rights Agreement, dated November 12, 2009, by and among Bond Street Holdings LLC, Bond Street Investors LLC and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.3 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv4w3 Exhibit 4.3 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is dated as of November 12, 2009, by and between Bond Street Holdings LLC, a Delaware limited liability company (the “Company”), Bond Street Investors LLC, for the benefit of holders of Eligible Co-Investment Interests (as defined below) and Deutsche Bank Securities Inc. (the “I

June 20, 2014 CORRESP

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CORRESP KRAMER LEVIN NAFTALIS & FRANKEL LLP PETER G. SMITH PHONE 212-715-7401 FAX 212-715-8000 [email protected] June 20, 2014 VIA EDGAR Mr. Todd K. Schiffman Assistant Director United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Bond Street Holdings, Inc. (now known as FCB Financial Holdings, Inc.) Confidential Draft

June 20, 2014 EX-10.11

Purchase and Assumption Agreement, dated as of April 29, 2011, among FDIC, Receiver of First National Bank of Central Florida, Winter Park, Florida, FDIC and the Bank (incorporated by reference to Exhibit 10.11 of the Form S-1 Registration Statement of the Company filed with the SEC on June 20, 2014 (Registration No. 333-196935)).

exv10w11 Exhibit 10.11 PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF FIRST NATIONAL BANK OF CENTRAL FLORIDA, WINTER PARK, FL FEDERAL DEPOSIT INSURANCE CORPORATION and PREMIER AMERICAN BANK, N.A. DATED AS OF April 29, 2011 First National Bank of Central Florida Winter Park, FL PURCHASE AND ASSUMPTION AGREEMENT TABLE OF CONTENTS AR

June 20, 2014 EX-21.1

List of Subsidiaries

EX-21.1 25 exh2101.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries Florida Community Bank, National Association BFG Real Estate Holdings, Inc. (FL) BFG Land Holdings, Inc. (FL) Serenity Bay, Inc. (FL) GFB Courthouse Commons, Inc. (FL) Bryan Road II, Inc. (FL) Treasure Coast Holdings, Inc. (FL) FCB Central Holdings LLC (DE) FCB Commercial Land Holdings LLC (DE) FCB Corkscrew Road LLC (DE) FCB DB

June 20, 2014 EX-3.1

PAGE 2

exv3w1 Exhibit 3.1 PAGE 2 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THAT THE ATTACHED IS A TRUE AND CORRECT COPY OF CERTIFICATE OF INCORPORATION OF “BOND STREET HOLDINGS, INC.” FILED IN THIS OFFICE ON THE FIRST DAY OF OCTOBER, A.D. 2010, AT 6:25 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. /s/ Jeff

June 5, 2014 RW

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RW Bond Street Holdings, Inc. 2500 Weston Road, Suite 300 Weston, Florida 33331 May 23, 2014 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark Webb Re: Bond Street Holdings, Inc. Registration Statement on Form S-1 File No. 333-174227 Dear Mr. Webb: Reference is made to the Registration Statement on Form S-1 initia

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