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Florida
(State or other jurisdiction of incorporation or organization) |
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6022
(Primary Standard Industrial Classification Code Number) |
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59-2260678
(I.R.S. Employer Identification No.) |
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Randolph A. Moore III
Alston & Bird LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309 Telephone: (404) 881-7000 |
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Joseph B. Shearouse, III
First Bank of the Palm Beaches 615 North Dixie Highway West Palm Beach, Florida 33401 Telephone: (561) 847-2720 |
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Michael V. Mitrione
Gustav L. Schmidt Gunster, Yoakley & Stewart, P.A. 777 South Flagler Drive, Suite 500 East West Palm Beach, Florida 33401 Telephone: (561) 655-1980 |
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Large accelerated filer
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Emerging growth company
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APPENDICES: | | | | | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | |
Date
|
| |
Seacoast
closing sale price |
| |
Equivalent
First Bank per share value |
| ||||||
November 18, 2019
|
| | | $ | 29.53 | | | | | $ | 5.91 | | |
, 2020
|
| | | $ | | | | | | $ | | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2018 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 28.44 | | | | | $ | 23.96 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 33.51 | | | | | $ | 25.61 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 34.95 | | | | | $ | 28.30 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 29.86 | | | | | $ | 21.74 | | | | | $ | — | | |
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 29.75 | | | | | $ | 24.45 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 28.78 | | | | | $ | 22.99 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 27.64 | | | | | $ | 22.35 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 31.02 | | | | | $ | 24.70 | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter (through January [•], 2020) | | | | | | | | | | | | | | | | | | | |
| | |
First Bank Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2018 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Second Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Third Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
First Bank Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Second Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Third Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter (through January [•], 2020)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
(Amounts in thousands, except per share data)
|
| |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||||||||
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2019
|
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2018
|
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2018
|
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2017
|
| |
2016
|
| |
2015
|
| |
2014
|
| |||||||||||||||||||||||
| | |
(Unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
Net interest income
|
| | | $ | 181,858 | | | | | $ | 151,531 | | | | | $ | 211,515 | | | | | $ | 176,296 | | | | | $ | 139,588 | | | | | $ | 109,487 | | | | | $ | 74,907 | | |
Provision for (recapture of) loan losses
|
| | | | 6,199 | | | | | | 9,388 | | | | | | 11,730 | | | | | | 5,648 | | | | | | 2,411 | | | | | | 2,644 | | | | | | (3,486) | | |
Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other
|
| | | | 41,678 | | | | | | 37,506 | | | | | | 50,645 | | | | | | 43,230 | | | | | | 37,427 | | | | | | 32,434 | | | | | | 24,744 | | |
Gain on sale of VISA stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | 15,153 | | | | | | — | | | | | | — | | | | | | — | | |
Securities gains/(losses), net
|
| | | | (1,322) | | | | | | (198) | | | | | | (623) | | | | | | 86 | | | | | | 368 | | | | | | 161 | | | | | | 469 | | |
Noninterest expenses
|
| | | | 122,682 | | | | | | 112,809 | | | | | | 162,273 | | | | | | 149,916 | | | | | | 130,881 | | | | | | 103,770 | | | | | | 93,366 | | |
Income before income taxes
|
| | | | 93,333 | | | | | | 66,642 | | | | | | 87,534 | | | | | | 79,201 | | | | | | 44,091 | | | | | | 35,668 | | | | | | 10,240 | | |
Provision for income taxes
|
| | | | 21,770 | | | | | | 15,329 | | | | | | 20,259 | | | | | | 36,336 | | | | | | 14,889 | | | | | | 13,527 | | | | | | 4,544 | | |
Net income
|
| | | $ | 71,563 | | | | | $ | 51,313 | | | | | $ | 67,275 | | | | | $ | 42,865 | | | | | $ | 29,202 | | | | | $ | 22,141 | | | | | $ | 5,696 | | |
Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common shareholders:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | $ | 1.38 | | | | | $ | 1.07 | | | | | $ | 1.38 | | | | | $ | 0.99 | | | | | $ | 0.78 | | | | | $ | 0.66 | | | | | $ | 0.21 | | |
Basic
|
| | | | 1.39 | | | | | | 1.09 | | | | | | 1.40 | | | | | | 1.01 | | | | | | 0.79 | | | | | | 0.66 | | | | | | 0.21 | | |
Cash dividends declared
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Book value per common share
|
| | | | 18.70 | | | | | | 15.50 | | | | | | 16.83 | | | | | | 14.70 | | | | | | 11.45 | | | | | | 10.29 | | | | | | 9.44 | | |
Assets
|
| | | $ | 6,890,645 | | | | | $ | 5,930,934 | | | | | $ | 6,747,659 | | | | | $ | 5,810,129 | | | | | $ | 4,680,932 | | | | | $ | 3,534,780 | | | | | $ | 3,093,335 | | |
Net loans
|
| | | | 4,952,684 | | | | | | 4,025,458 | | | | | | 4,792,791 | | | | | | 3,790,255 | | | | | | 2,856,136 | | | | | | 2,137,202 | | | | | | 1,804,814 | | |
Deposits
|
| | | | 5,673,141 | | | | | | 4,643,510 | | | | | | 5,177,240 | | | | | | 4,592,720 | | | | | | 3,523,245 | | | | | | 2,844,387 | | | | | | 2,416,534 | | |
Shareholders’ equity
|
| | | | 962,678 | | | | | | 732,831 | | | | | | 864,267 | | | | | | 689,664 | | | | | | 435,397 | | | | | | 353,453 | | | | | | 312,651 | | |
Performance Ratios(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 1.41% | | | | | | 1.17% | | | | | | 1.11% | | | | | | 0.82% | | | | | | 0.69% | | | | | | 0.67% | | | | | | 0.23% | | |
Return on average equity
|
| | | | 10.48 | | | | | | 9.65 | | | | | | 9.08 | | | | | | 7.51 | | | | | | 7.06 | | | | | | 6.56 | | | | | | 2.22 | | |
Net interest margin(2)
|
| | | | 3.95 | | | | | | 3.79 | | | | | | 3.85 | | | | | | 3.73 | | | | | | 3.63 | | | | | | 3.64 | | | | | | 3.25 | | |
Average equity to average assets
|
| | | | 13.47 | | | | | | 12.10 | | | | | | 12.23 | | | | | | 10.96 | | | | | | 9.85 | | | | | | 10.21 | | | | | | 10.34 | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2018 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 28.44 | | | | | $ | 23.96 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 33.51 | | | | | $ | 25.61 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 34.95 | | | | | $ | 28.30 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 29.86 | | | | | $ | 21.74 | | | | | $ | — | | |
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 29.75 | | | | | $ | 24.45 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 28.78 | | | | | $ | 22.99 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 27.64 | | | | | $ | 22.35 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 31.02 | | | | | $ | 24.70 | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter (through January [•], 2020)
|
| | | $ | | | | | | $ | | | | | | $ | | | |
| | |
First Bank Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2018 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Second Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Third Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Second Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Third Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter (through January [•], 2020)
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Amerant Bancorp Inc. | | | HomeTrust Bancshares, Inc. | |
| Carolina Financial Corporation | | | Live Oak Bancshares, Inc. | |
| Carter Bank & Trust | | | Renasant Corporation | |
| City Holding Company | | | ServisFirst Bancshares, Inc. | |
| FB Financial Corporation | | | TowneBank | |
| First Bancorp | | | Trustmark Corporation | |
| First Bancshares, Inc. | | | United Community Banks, Inc. | |
| Franklin Financial Network, Inc. | | | WesBanco, Inc. | |
| Home BancShares, Inc. | | | | |
| | |
Seacoast
Banking Corporation of Florida |
| |
Selected Companies
|
| ||||||||||||||||||||||||
| | |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||
LTM Core Return on Average Assets(1)
|
| | | | 1.50% | | | | | | 0.85% | | | | | | 1.42% | | | | | | 1.32% | | | | | | 1.60% | | |
LTM Core Return on Average Tangible Common Equity(1)
|
| | | | 15.07% | | | | | | 8.53% | | | | | | 16.02% | | | | | | 13.94% | | | | | | 16.51% | | |
LTM Net Interest Margin
|
| | | | 3.96% | | | | | | 3.49% | | | | | | 3.66% | | | | | | 3.70% | | | | | | 4.07% | | |
LTM Fee Income / Revenue Ratio(2)
|
| | | | 18.1% | | | | | | 17.2% | | | | | | 21.6% | | | | | | 21.9% | | | | | | 29.2% | | |
LTM Efficiency Ratio
|
| | | | 52.7% | | | | | | 65.2% | | | | | | 58.5% | | | | | | 58.0% | | | | | | 53.7% | | |
| | |
Seacoast
Banking Corporation of Florida |
| |
Selected Companies
|
| ||||||||||||||||||||||||
| | |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 11.05% | | | | | | 9.74% | | | | | | 10.16% | | | | | | 10.22% | | | | | | 10.59% | | |
Total Capital Ratio
|
| | | | 15.55% | | | | | | 14.07% | | | | | | 14.71% | | | | | | 14.79% | | | | | | 16.15% | | |
Loans / Deposits
|
| | | | 87.9% | | | | | | 85.1% | | | | | | 89.5% | | | | | | 88.5% | | | | | | 91.3% | | |
Loan Loss Reserves / Loans
|
| | | | 0.67% | | | | | | 0.58% | | | | | | 0.70% | | | | | | 0.79% | | | | | | 0.93% | | |
Nonperforming Assets / Loans + OREO
|
| | | | 1.04% | | | | | | 1.00% | | | | | | 0.80% | | | | | | 1.18% | | | | | | 0.63% | | |
LTM Net Charge-offs / Average Loans
|
| | | | 0.18% | | | | | | 0.16% | | | | | | 0.08% | | | | | | 0.12% | | | | | | 0.03% | | |
| | |
Seacoast
Banking Corporation of Florida |
| |
Selected Companies
|
| ||||||||||||||||||||||||
| | |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||
One-Year Stock Price Change
|
| | | | 10.3% | | | | | | (3.7)% | | | | | | (2.8)% | | | | | | 2.8% | | | | | | 9.5% | | |
One-Year Total Return
|
| | | | 10.3% | | | | | | (2.9)% | | | | | | (1.6)% | | | | | | 4.9% | | | | | | 12.6% | | |
Year-To-Date Stock Price Change
|
| | | | 13.5% | | | | | | 12.5% | | | | | | 17.1% | | | | | | 21.6% | | | | | | 26.5% | | |
Price / Tangible Book Value per Share
|
| | | | 2.07x | | | | | | 1.48x | | | | | | 1.77x | | | | | | 1.77x | | | | | | 1.97x | | |
Price / 2019E EPS
|
| | | | 15.1x | | | | | | 12.3x | | | | | | 14.4x | | | | | | 16.4x | | | | | | 17.2x | | |
Price / 2020E EPS
|
| | | | 14.9x | | | | | | 12.7x | | | | | | 13.6x | | | | | | 14.9x | | | | | | 15.6x | | |
Dividend Yield
|
| | | | 0.0% | | | | | | 0.8% | | | | | | 1.3% | | | | | | 1.6% | | | | | | 2.6% | | |
2019 Dividend Payout Ratio
|
| | | | 0.0% | | | | | | 12.3% | | | | | | 26.4% | | | | | | 23.0% | | | | | | 32.9% | | |
| American River Bankshares | | | Mid-Southern Bancorp, Inc. | |
| Bank of the James Financial Group, Inc. | | | MSB Financial Corp. | |
| CBM Bancorp, Inc. | | | Ottawa Bancorp, Inc. | |
| Eagle Financial Bancorp, Inc. | | | Sound Financial Bancorp, Inc. | |
| Elmira Savings Bank | | | Southwest Georgia Financial Corporation | |
| Fauquier Bankshares, Inc. | | | Summit State Bank | |
| Glen Burnie Bancorp | | | Village Bank and Trust Financial Corp. | |
| IF Bancorp, Inc. | | | WVS Financial Corp. | |
| | |
The First
Bank of the Palm Beaches |
| |
Selected Companies
|
| ||||||||||||||||||||||||
| | |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||
LTM Core Return on Average Assets(1)
|
| | | | 0.60% | | | | | | 0.57% | | | | | | 0.75% | | | | | | 0.70% | | | | | | 0.87% | | |
LTM Core Return on Average Tangible Common Equity(1)
|
| | | | 6.87% | | | | | | 3.90% | | | | | | 7.74% | | | | | | 6.89% | | | | | | 9.37% | | |
LTM Net Interest Margin
|
| | | | 4.20% | | | | | | 3.30% | | | | | | 3.60% | | | | | | 3.46% | | | | | | 3.73% | | |
LTM Fee Income / Revenue Ratio(2)
|
| | | | 10.2% | | | | | | 8.4% | | | | | | 15.6% | | | | | | 15.3% | | | | | | 20.0% | | |
LTM Efficiency Ratio
|
| | | | 78.4% | | | | | | 77.2% | | | | | | 74.7% | | | | | | 74.0% | | | | | | 71.3% | | |
| | |
The First
Bank of the Palm Beaches |
| |
Selected Companies
|
| ||||||||||||||||||||||||
| | |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||||||||
Tangible Common Equity / Tangible Assets
|
| | | | 8.69% | | | | | | 9.02% | | | | | | 9.83% | | | | | | 12.52% | | | | | | 12.63% | | |
Total Capital Ratio
|
| | | | 12.51% | | | | | | 12.61% | | | | | | 13.46% | | | | | | 16.93% | | | | | | 18.05% | | |
Loans / Deposits
|
| | | | 87.5% | | | | | | 86.7% | | | | | | 90.5% | | | | | | 89.6% | | | | | | 99.0% | | |
Loan Loss Reserves / Loans
|
| | | | 0.73% | | | | | | 0.87% | | | | | | 0.94% | | | | | | 0.98% | | | | | | 1.13% | | |
Nonperforming Assets / Loans + OREO
|
| | | | 0.18% | | | | | | 1.88% | | | | | | 1.05% | | | | | | 1.27% | | | | | | 0.78% | | |
LTM Net Charge-offs / Average Loans
|
| | | | (0.04)% | | | | | | 0.12% | | | | | | 0.03% | | | | | | 0.07% | | | | | | 0.00% | | |
| | |
Selected Companies
|
| |||||||||||||||||||||
| | |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| ||||||||||||
One-Year Stock Price Change
|
| | | | (4.5)% | | | | | | 1.5% | | | | | | (1.4)% | | | | | | 3.6% | | |
One-Year Total Return
|
| | | | (2.7)% | | | | | | 3.4% | | | | | | 1.1% | | | | | | 6.8% | | |
Year-To-Date Stock Price Change
|
| | | | 3.8% | | | | | | 6.9% | | | | | | 5.9% | | | | | | 11.9% | | |
Price / Tangible Book Value per Share
|
| | | | 0.93x | | | | | | 1.08x | | | | | | 1.07x | | | | | | 1.22x | | |
Price / LTM EPS
|
| | | | 12.1x | | | | | | 14.5x | | | | | | 18.5x | | | | | | 21.3x | | |
Dividend Yield
|
| | | | 0.5% | | | | | | 1.7% | | | | | | 1.8% | | | | | | 2.4% | | |
LTM Dividend Payout Ratio
|
| | | | 14.2% | | | | | | 23.5% | | | | | | 28.6% | | | | | | 33.4% | | |
Acquiror
|
| |
Acquired Company
|
|
West Florida Banking Corp. | | | Flagship Community Bank | |
Sunstate Bank | | | Intercontinental Bankshares, LLC | |
First Bancshares, Inc. | | | Sunshine Financial, Inc. | |
Seacoast Banking Corporation of Florida | | | NorthStar Banking Corporation | |
Seacoast Banking Corporation of Florida | | | Palm Beach Community Bank | |
National Commerce Corporation | | | Patriot Bank | |
HCBF Holding Company, Inc. | | | Jefferson Bankshares, Inc. | |
Seacoast Banking Corporation of Florida | | | GulfShore Bancshares, Inc. | |
Stonegate Bank | | | Insignia Bank | |
Sunshine Bancorp, Inc. | | | FBC Bancorp, Inc. | |
Stonegate Bank | | | Regent Bancorp, Inc. | |
| | | | | | | | |
Selected Transactions
|
| |||||||||||||||||||||
| | |
Seacoast /
First Bank |
| |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| |||||||||||||||
Deal Value / Tangible Common Equity
|
| | | | 2.00x | | | | | | 1.38x | | | | | | 1.48x | | | | | | 1.47x | | | | | | 1.57x | | |
Core Deposit Premium
|
| | | | 11.4% | | | | | | 6.4% | | | | | | 6.9% | | | | | | 8.8% | | | | | | 10.5% | | |
Deal Value / LTM Net Income(1)
|
| | | | 30.3x | | | | | | 17.9x | | | | | | 23.6x | | | | | | 24.5x | | | | | | 30.2x | | |
Acquiror
|
| |
Acquired Company
|
|
SmartFinancial, Inc. | | | Progressive Financial Group, Inc. | |
First Citizens BancShares, Inc. | | | Community Financial Holding Company, Inc. | |
Summit Financial Group, Inc. | | | Cornerstone Financial Services, Inc. | |
Reliant Bancorp, Inc. | | | Tennessee Community Bank Holdings, Inc. | |
Community First Bancshares, Inc. (MHC) | | | ABB Financial Group, Inc. | |
First Financial Banc Corporation | | | First National Corporation of Wynne | |
Guaranty Capital Corporation | | | First Alliance Bancshares, Inc. | |
River Financial Corporation | | | Trinity Bancorp, Inc. | |
West Florida Banking Corp. | | | Flagship Community Bank | |
Blue Ridge Bankshares, Inc. | | | Virginia Community Bankshares, Inc. | |
Allegheny Bancshares, Inc. | | | Mount Hope Bankshares, Inc. | |
United Community Banks, Inc. | | | First Madison Bank & Trust | |
First Citizens BancShares, Inc. | | | First South Bancorp, Inc. | |
| | | | | | | | |
Selected Transactions
|
| |||||||||||||||||||||
| | |
Seacoast /
First Bank |
| |
25th
Percentile |
| |
Median
|
| |
Average
|
| |
75th
Percentile |
| |||||||||||||||
Deal Value / Tangible Common Equity
|
| | | | 2.00x | | | | | | 1.35x | | | | | | 1.53x | | | | | | 1.44x | | | | | | 1.70x | | |
Core Deposit Premium
|
| | | | 11.4% | | | | | | 7.3% | | | | | | 9.0% | | | | | | 8.6% | | | | | | 9.7% | | |
Deal Value / LTM Net Income(1)
|
| | | | 30.3x | | | | | | 11.4x | | | | | | 14.5x | | | | | | 13.6x | | | | | | 16.5x | | |
| | |
Seacoast
Banking Corporation of Florida % of Total |
| |
First Bank of
the Palm Beaches % of Total |
| ||||||
Pro Forma Ownership: | | | | | | | | | | | | | |
At 0.200x Merger Exchange Ratio
|
| | | | 98.0% | | | | | | 2.0% | | |
Balance Sheet: | | | | | | | | | | | | | |
Assets
|
| | | | 97.3% | | | | | | 2.7% | | |
Gross Loans Held for Investment
|
| | | | 97.1% | | | | | | 2.9% | | |
Deposits
|
| | | | 97.1% | | | | | | 2.9% | | |
Tangible Common Equity
|
| | | | 97.8% | | | | | | 2.2% | | |
Income Statement: | | | | | | | | | | | | | |
2019E Net Income
|
| | | | 97.9% | | | | | | 2.1% | | |
2019E Adj. Net Income
|
| | | | 98.9% | | | | | | 1.1%(1) | | |
2020E GAAP Net Income
|
| | | | 98.0% | | | | | | 2.0% | | |
Name
|
| |
Number of
Stock Options (#) |
| |
Resulting
Stock Option Consideration ($) |
| ||||||
Senior Officers: | | | | | | | | | | | | | |
Joseph B. Shearouse, III
|
| | | | 58,780 | | | | | $ | 172,799 | | |
John Ahrenholz
|
| | | | 58,780 | | | | | $ | 172,799 | | |
Steve Eassa
|
| | | | 58,780 | | | | | $ | 172,799 | | |
Brian Mahoney
|
| | | | 58,780 | | | | | $ | 172,799 | | |
Cindy Sheppard
|
| | | | 53,780 | | | | | $ | 152,249 | | |
Non-Employee Directors: | | | | | | | | | | | | | |
Darrell Bowen
|
| | | | 42,857 | | | | | $ | 140,571 | | |
Thomas Burns
|
| | | | 42,857 | | | | | $ | 143,571 | | |
Patrick Koenig
|
| | | | 42,857 | | | | | $ | 143,571 | | |
Michael Lehman
|
| | | | 42,857 | | | | | $ | 143,571 | | |
John Maus
|
| | | | 42,857 | | | | | $ | 143,571 | | |
Alan Schick
|
| | | | 42,857 | | | | | $ | 143,571 | | |
John Surovek
|
| | | | 42,857 | | | | | $ | 143,571 | | |
Name
|
| |
Change in Control or
Severance Payments |
| |||
Joseph B. Shearouse, III
|
| | | $ | 1,086,931 | | |
John Ahrenholz
|
| | | $ | 818,241 | | |
Steven Eassa
|
| | | $ | 236,784 | | |
Brian Mahoney
|
| | | $ | 236,784 | | |
Cindy Sheppard
|
| | | $ | 214,080 | | |
| | |
First Bank
|
| |
Seacoast
|
|
Capital Stock
|
| | Holders of First Bank capital stock are entitled to all the rights and obligations provided to capital shareholders under the FFIC, FBCA and First Bank’s articles of incorporation and bylaws. | | | Holders of Seacoast capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Seacoast’s articles of incorporation and bylaws. | |
Authorized
|
| | First Bank’s authorized capital stock consists of 10,000,000 shares of Class A Common Stock, par value $5.00 per share, and 20,000,000 shares of Class B Common Stock, par value $1.00 per share. | | | Seacoast’s authorized capital stock consists of 120,000,000 shares of common stock, par value $0.10 per share, and 4,000,000 shares of preferred stock, stated value $0.10 per share. | |
Outstanding
|
| | As of December 31, 2019, there were 1,402,001 shares of First Bank Class A Common Stock outstanding and 3,811,490 shares of First Bank Class B Common Stock outstanding. | | | As of December 31, 2019, there were 51,513,733 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding. | |
Voting Rights
|
| | The holders of the First Bank Class A Common Stock and the First Bank Class B Common Stock are entitled to one vote per share on all matters, voting together as a single class. | | | Holders of Seacoast common stock generally are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders. | |
| | |
First Bank
|
| |
Seacoast
|
|
Cumulative Voting
|
| | No shareholder has the right of cumulative voting in the election of directors. | | | No shareholder has the right of cumulative voting in the election of directors. | |
Dividends
|
| |
First Bank’s Articles of Incorporation provide that no dividend, whether in cash or other property, will be declared or paid or set apart for payment in any fiscal year on any share of First Bank Class A Common Stock or First Bank Class B Common Stock, unless the same per share dividend is declared and paid on both classes.
Under the FFIC, First Bank’s board of directors may, after charging off bad debts, depreciation, and other worthless assets, if any, and making provision for reasonably anticipated future losses on loans and other assets, may quarterly, semiannually, or annually declare a dividend of so much of the aggregate of the net profits of that period combined with its retained net profits of the preceding two years and, with the approval of the office, may declare a dividend from retained net profits which accrued prior to the preceding two years, but must, before the declaration of a dividend on its common stock, carry 20 percent of its net profits for such preceding period as is covered by the dividend to its surplus fund, until the same shall at least equal the amount of its common and preferred stock then issued and outstanding. Under the FFIC, First Bank may not declare any dividend at any time at which its net income from the current year combined with the retained net income from the preceding two years is a loss or which would cause its capital to fall below the minimum amount required by law, regulation, order, or any written agreement with a state or federal bank regulatory agency. Additionally, under the FFIC, First Bank may not declare and pay a dividend if it has determined that it is imminently insolvent.
|
| |
Under the FBCA, a corporation may make a distribution, unless after giving effect to the distribution:
•
The corporation would not be able to pay its debts as they come due in the usual course of business; or
•
The corporation’s assets would be less than the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
In addition, under Federal Reserve policy adopted in 2009, a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce its dividends if:
•
its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends;
•
its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or
•
it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.
|
|
| | |
First Bank
|
| |
Seacoast
|
|
Number of
Directors |
| | First Bank’s articles of incorporation provide that the number of directors serving on First Bank’s board should not be fewer than five. A majority of the full board of directors may, at any time during the years following the annual meeting of shareholders on which such action has been authorized, increase the number of directors by not more than two per year and appoint persons to fill resulting vacancies. First Bank’s bylaws provide that the number of directors may be increased or decreased from time to time by action of the board of directors, but no decrease shall have the effect of shortening the terms of any incumbent director. The board of directors of First Bank currently has eight directors. | | |
Seacoast’s bylaws provide that the number of directors serving on the Seacoast board of directors shall be such number as determined from time to time by a vote of 662∕3% of the whole board of directors and a majority of the Continuing Directors (director who either (i) was first elected as a director of the company prior to March 1, 2002 or (ii) was designated as a Continuing Directors by a majority vote of the Continuing Directors), but in no event shall be fewer than three directors nor greater than fourteen directors (exclusive of the directors to be elected by the holders of one or more series of preferred stock voting separately as a class).
There are currently eleven directors serving on the Seacoast board of directors.
The Seacoast board of directors is divided into three classes, with the members of each class of directors serving staggered three-year terms and with approximately one-third of the directors being elected annually. As a result, it would take a dissident shareholder or shareholder group at least two annual meeting of shareholders to replace a majority of the directors of Seacoast. Each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, subject to such directors’ death, resignation or removal.
|
|
Election of
Directors |
| | Under the FFIC and FBCA, unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote in an election of directors the annual meeting at which a quorum is present. First Bank’s articles of incorporation do not otherwise provide for the vote required to elect directors. | | | Under the FBCA, unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote in an election of directors the annual meeting at which a quorum is present. Seacoast’s articles of incorporation do not otherwise provide for the vote required to elect directors. | |
| | |
First Bank
|
| |
Seacoast
|
|
| | | | | | However, notwithstanding the plurality standard, in an uncontested election for directors, our Corporate Governance Guidelines provide that if any director nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election, then the director will promptly tender his or her resignation to the board of directors following certification of the shareholder vote, with such resignation to be effective upon acceptance by the board of directors. The Compensation and Governance Committee would then review and make a recommendation to the board of directors as to whether the board should accept the resignation, and the board of directors would ultimately decide whether to accept the resignation. | |
Removal of
Directors |
| | First Bank’s bylaws provide that directors may be removed with or without cause. A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director(s). | | | Seacoast’s bylaws provide that directors may be removed only for cause upon the affirmative vote of (1) 662∕3% of all shares of common stock entitled to vote and (2) holders of a majority of the outstanding common stock that are not beneficially owned or controlled, directly or indirectly, by any person (1) who is the beneficial owner of 5% or more of the common stock or (2) who is an affiliate of Seacoast and at any time within the past five years was the beneficial owner of 5% or more of Seacoast’s then outstanding common stock (“Independent Majority of Shareholders”) at a shareholders’ meeting duly called and held for that purpose upon not less than 30 days’ prior written notice. | |
Vacancies on the
Board of Directors |
| | First Bank’s bylaws provide that in the event of any vacancy on the board of directors, including any vacancy created by any increase in the number of directors authorized, the board of directors may fill such vacancy by the affirmative vote of a majority of the remaining directors, though less than the quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders. | | | Seacoast’s bylaws provide that vacancies in the Seacoast’s board of directors may be filled by the affirmative vote of (1) 662∕3% of all directors and (2) majority of the Continuing Directors, even if less than a quorum exists, or if no directors remain, by the affirmative vote of not less than 662∕3% of all shares of common stock entitled to vote and an Independent Majority of Shareholders. | |
| | |
First Bank
|
| |
Seacoast
|
|
Action by Written
Consent |
| |
First Bank’s bylaws provide that any action required or permitted by law to be taken at a board of directors’ meeting or committee meeting may be taken without a meeting if action is taken by all members of the board or the committee. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member. Action taken shall be effective when the last director signs the consent, unless the consent specifies a different effective date. The consent signed shall have the effect of a meeting vote and may be described as such in any document.
First Bank’s bylaws also provide that any action that is required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than a minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. In order to be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote thereon, and delivered to First Bank by delivery to its principal office in Florida, its principal place of business, the corporate secretary, or another officer or agent of First Bank having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take the corporate action referred to therein unless,within sixty days of the date of the earliest dated consent delivered in the manner required by the bylaws, written consent signed by the number of shareholders required to take action is delivered to First Bank by delivery as set forth in the bylaws.
|
| | Seacoast’s articles of incorporation provide that no action may be taken by written consent except as may be provided in the designation of the preferences, limitations and relative rights of any series of Seacoast’s preferred stock. Any action required or permitted to be taken by the holders of Seacoast’s common stock must be effected at a duly called annual or special meeting of such holders, and may not be effected by any consent in writing by such holders. | |
| | |
First Bank
|
| |
Seacoast
|
|
| | |
Any written consent may be revoked prior to the date that First Bank receives the required number of consents to authorize the proposed action. Within ten days after obtaining such authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action.
The notice shall fairly summarize the material features of the authorized action and, if the action is such for which dissenters’ rights are provided under Florida law, the notice shall contain a clear statement of the right of shareholders dissenting therefrom to be paid the fair value of their shares upon compliance with further provisions of Florida law regarding the rights of dissenting shareholders.
The consent signed shall have the effect of a meeting vote and may be described as such in any document. Whenever shareholder action is taken by written consent, the written consent of the shareholders consenting thereto or the written report of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.
|
| | ||
Advance Notice requirements for Shareholder
Nominations and Other Proposals |
| | None. | | | Any Seacoast shareholder entitled to vote generally on the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and qualifications of the candidate the shareholder wishes to recommend to Seacoast’s Compensation and Governance Committee, c/o Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. | |
| | |
First Bank
|
| |
Seacoast
|
|
| | | | | | To be considered, recommendations with respect to an election of directors to be held at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of Seacoast’s last annual meeting of shareholders (or, if the date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that Seacoast mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders. | |
Notice of
Shareholder Meeting |
| | Notice of the date, time and place of each shareholder meeting must be sent (via mail, courier service, teletype, telegraph, in person, or other form of electronic communication) to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting. | | | Notice of each shareholder meeting must be given to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting. | |
Amendments to
Charter |
| |
First Bank’s articles of incorporation may be amended in accordance with the FFIC and FBCA, but any such amendment must be approved by the Florida Office of Financial Regulation.
Subject to certain requirements set forth in Section 607.1003 of the FBCA, amendments to a corporation’s articles of incorporation must be approved by a corporation’s board of directors and holders of a majority of the outstanding stock of a corporation entitled to vote thereon and, in cases in which class voting is required, by holders of a majority of the outstanding shares of such class. The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that, because of a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment.
|
| | Seacoast’s articles of incorporation have similar amendment provisions, except that the affirmative vote of (1) 662∕3% of all of shares outstanding and entitled to vote, voting as classes, if applicable, and (2) an Independent Majority of Shareholders will be required to approve any change of Articles VI (“Board of Directors”), VII (“Provisions Relating to Business Combinations”), IX (“Shareholder Proposals”) and X (“Amendment of articles of incorporation”) of the articles of incorporation. | |
| | |
First Bank
|
| |
Seacoast
|
|
| | | The FBCA also allows the board of directors to amend the articles of incorporation without shareholder approval in certain discrete circumstances (for example, to change the par value for a class or series of shares), subject to approval by the Florida Office of Financial Regulation. | | | ||
Amendments to
Bylaws |
| | Under the FFIC, unless the articles of incorporation provide otherwise, First Bank’s board of directors have authority to adopt or amend bylaws that do not conflict with bylaws that may have been adopted by the First Bank shareholders. Furthermore, under the FBCA, First Bank’s bylaws may be altered, amended or repealed in a manner consistent with the FBCA at any time by a majority of the full board of directors. | | |
Seacoast’s bylaws may be amended by a vote of (1) 662∕3% of all directors and (2) majority of the Continuing Directors. In addition, the shareholders may also amend the Bylaws by the affirmative vote of (1) 662∕3% of all shares of common stock entitled to vote and (2) an Independent Majority of Shareholders.
Under the FBCA, Seacoast’s shareholders, by majority vote of all of the shares having voting power, may amend or repeal the bylaws even though they may also be amended or repealed by the Seacoast board of directors.
|
|
Special Meeting of Shareholders
|
| | First Bank’s bylaws provide that a special meeting of the shareholders shall be held when directed by the chairman of the board, the president, or the board of directors, or when requested in writing by the holders of not less than one-fourth of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. Shareholders should sign, date, and deliver to First Bank’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. A meeting requested by shareholders shall be called for a date not less than ten nor more than 60 days after the request is made. The call for the meeting shall be issued by the secretary, unless the chairman of the board, the president, the board of directors, or shareholders requesting the calling of the meeting shall designate another person to do so. | | | Seacoast’s bylaws provide that special meetings of the shareholders, for any purpose or purposes unless prescribed by statute, may be called by the Chairman, Chief Executive Officer, the President or by the board of directors, and shall be called by the Chief Executive Officer at the request of the holders of shares representing not less than 50% of all votes entitled to be cast by all shares of Seacoast common stock outstanding. | |
| | |
First Bank
|
| |
Seacoast
|
|
Quorum
|
| | First Bank’s bylaws provide that a majority of the votes entitled to be cast on the matter by the voting group, constitutes a quorum of that voting group at a meeting of shareholders. If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or applicable law requires a greater number of affirmative votes. After a quorum has been established at a shareholders’ meeting, a subsequent withdrawal of shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. | | | A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at any shareholder meeting. | |
Proxy
|
| | A shareholder, other person entitled to vote on behalf of a shareholder pursuant to law, or attorney in fact, may vote the shareholder’s shares in person or by proxy. An appointment of a proxy is effective when received by the secretary or other officer of First Bank authorized to tabulate votes and is valid for up to eleven months unless a longer period is expressly provided in the appointment form. | | | Under the FBCA, a proxy is valid for 11 months unless a longer period in expressly provided in the appointment form. | |
Preemptive Rights
|
| | First Bank’s shareholders do not have preemptive rights. | | | Seacoast’s shareholders do not have preemptive rights. | |
Shareholder Rights Plan/Shareholders’ Agreement
|
| | First Bank does not have a shareholder rights plan. Neither First Bank nor First Bank’s shareholders are parties to a shareholders’ agreement with respect to First Bank’s capital stock. | | | Seacoast does not have a rights plan. Neither Seacoast nor Seacoast shareholders are parties to a shareholders’ agreement with respect to Seacoast’s capital stock. | |
Indemnification of
Directors and Officers |
| | First Bank’s bylaws provide that First Bank may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA, subject to certain regulatory exclusions for prohibited indemnification payments as a result of an administrative proceeding brought by a bank regulatory agency that results in a civil money penalty, a removal or prohibition from banking, or a required action (or ceasing of an action) with respect to a bank. | | | Seacoast’s bylaws provide that Seacoast may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA. | |
| | |
First Bank
|
| |
Seacoast
|
|
Certain Business
Combination Restrictions |
| | First Bank’s articles of incorporation do not contain any provision regarding business combinations between First Bank and significant shareholders. | | | Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders. | |
Fundamental
Business Transactions |
| | First Bank’s articles of incorporation do not contain any provision regarding fundamental business transactions. | | | Seacoast’s articles of incorporation provide that Seacoast needs the affirmative vote of 662∕3% of all shares of common stock entitled to vote for the approval of any merger, consolidation, share exchange or sale, exchange, lease, transfer, purchase and assumption of assets and liabilities, or assumption of liabilities of Seacoast or any subsidiary of all or substantially all of the corporation’s consolidated assets or liabilities or both, unless the transaction is approved and recommended to the shareholders by the affirmative vote of 662∕3% of all directors and a majority of the Continuing Directors. | |
Non-Shareholder
Constituency Provision |
| | First Bank’s articles of incorporation do not contain a provision that expressly permits the board of directors to consider constituencies other than the shareholders when evaluating certain offers. | | | Seacoast’s articles of incorporation provide that in connection with the exercise of its judgment in determining what is in the best interest of the corporation and its shareholders when evaluating certain offers, in addition to considering the adequacy and form of the consideration, the board shall also consider the social and economic effects of the transaction on Seacoast and its subsidiaries, its and their employees, depositors, loan and other customers, creditors, and the communities in which Seacoast and its subsidiaries operate or are located; the business and financial condition, and the earnings and business prospects of the acquiring person or persons, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition, and other likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the corporation and its subsidiaries and the other elements of the communities in which the corporation and its subsidiaries operate or are located; the competence, experience, and integrity of the person and their management proposing or making such actions; the prospects for a successful conclusion of the business combination prospects; and Seacoast’s prospects as an independent entity. | |
| | |
First Bank
|
| |
Seacoast
|
|
Dissenters’ Rights
|
| | Under the FFIC, a shareholder generally has the right to dissent from any merger to which First Bank is a party and to receive fair value for his or her shares if the shareholder does not vote in favor of, or otherwise consent to, that merger proposal and provides the required notice to First Bank at or prior to the date of such shareholder vote or consent that such shareholder dissents form the merger. | | | Under the FBCA, dissenters’ rights are not available to holders of shares of any class or series of shares which is designated as a national market system security or listed on an interdealer quotation system by the National Association of Securities Dealers, Inc. Accordingly, holders of Seacoast common stock are not entitled to exercise dissenters’ rights under the FBCA. | |
| | |
Class A Common Stock
Beneficially Owned |
| |
Class B Common Stock
Beneficially Owned |
| | | | | | | ||||||||||||||||||
Name and Address of Beneficial Owner
|
| |
Number
|
| |
Percent of
Class A |
| |
Number
|
| |
Percent of
Class B |
| |
% of Total
Voting Power |
| |||||||||||||||
5% or Greater Shareholders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second First De Novo, L.P.
|
| | | | — | | | | | | 0.0% | | | | | | 325,000 | | | | | | 8.5% | | | | | | 6.2% | | |
399 Park Avenue, New York, NY 10022
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marie Martin
|
| | | | 73,663 | | | | | | 5.3% | | | | | | 350,190 | | | | | | 9.2% | | | | | | 8.1% | | |
801 S. Delaware Avenue, Tampa, FL 33606
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
John Ahrenholz(1)
|
| | | | — | | | | | | 0.0% | | | | | | 151,268 | | | | | | 3.9% | | | | | | 2.9% | | |
Darell Bowen(2)
|
| | | | — | | | | | | 0.0% | | | | | | 48,214 | | | | | | 1.3% | | | | | | 0.9% | | |
Thomas Burns(3)
|
| | | | — | | | | | | 0.0% | | | | | | 70,714 | | | | | | 1.8% | | | | | | 1.3% | | |
Steve Eassa(4)
|
| | | | — | | | | | | 0.0% | | | | | | 151,268 | | | | | | 3.9% | | | | | | 2.9% | | |
Patrick Koenig(5)
|
| | | | — | | | | | | 0.0% | | | | | | 70,714 | | | | | | 1.8% | | | | | | 1.3% | | |
Michael Lehman(6)
|
| | | | 45,000 | | | | | | 3.2% | | | | | | 83,214 | | | | | | 2.2% | | | | | | 2.4% | | |
Brian Mahoney(7)
|
| | | | — | | | | | | 0.0% | | | | | | 201,268 | | | | | | 5.2% | | | | | | 3.8% | | |
John Maus(8)
|
| | | | 10,000 | | | | | | 0.7% | | | | | | 133,214 | | | | | | 3.5% | | | | | | 2.7% | | |
Alan Schick(9)
|
| | | | — | | | | | | 0.0% | | | | | | 95,714 | | | | | | 2.5% | | | | | | 1.8% | | |
Joseph B. Shearouse, III(10)
|
| | | | — | | | | | | 0.0% | | | | | | 301,268 | | | | | | 7.8% | | | | | | 5.8% | | |
Cindy Sheppard(11)
|
| | | | — | | | | | | 0.0% | | | | | | 46,518 | | | | | | 1.2% | | | | | | 0.9% | | |
John Surovek(12)
|
| | | | 79,166 | | | | | | 5.6% | | | | | | 233,214 | | | | | | 6.1% | | | | | | 6.0% | | |
All Directors and Executive Officers as a Group (12 Persons)
|
| | | | 134,166 | | | | | | 9.6% | | | | | | 1,586,588 | | | | | | 37.0% | | | | | | 30.2% | | |
| | |
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| | | | A-49 | | | |
| | | | A-49 | | |
|
Exhibit
|
| |
Description
|
|
| | | Form of Shareholder Support Agreement | | |
| | | Form of Claims Letter | | |
| | | Form of Restrictive Covenant Agreement | |
|
Affordable Care Act
|
| |
Section 3.3(iii)
|
|
|
Aggregate Merger Consideration
|
| |
Section 1.4(a)
|
|
|
Articles of Merger
|
| |
Section 3.3
|
|
|
Agreement
|
| |
Parties
|
|
|
Change in Recommendation
|
| |
Section 4.12(b)
|
|
|
Closing
|
| |
Section 1.2
|
|
|
Closing Date
|
| |
Section 1.2
|
|
|
Company
|
| |
Parties
|
|
|
Company Certificates
|
| |
Section 1.4(b)
|
|
|
Company Directors’ Recommendation
|
| |
Section 3.3(b)(ii)
|
|
|
Company Disclosure Letter
|
| |
Section 3.1
|
|
|
Company Latest Balance Sheet
|
| |
Section 3.3(d)(ii)
|
|
|
Company Regulatory Agreement
|
| |
Section 3.3(v)
|
|
|
Covered Employees
|
| |
Section 4.14(a)
|
|
|
Covered Parties
|
| |
Section 4.15(b)
|
|
|
CRA
|
| |
Section 3.3(q)
|
|
|
Dissenting Shareholder
|
| |
Section 2.3
|
|
|
Effective Time
|
| |
Section 1.3
|
|
|
Exchange Agent
|
| |
Section 2.1(a)
|
|
|
Exchange Fund
|
| |
Section 2.1(d)
|
|
|
Excluded Shares
|
| |
Section 1.4(e)
|
|
|
IIPI
|
| |
Section 3.3(r)(i)
|
|
|
Indemnification Notice
|
| |
Section 7.2(b)
|
|
|
Indemnified Party
|
| |
Section 4.15(a)
|
|
|
Indemnified Parties
|
| |
Section 7.2(b)
|
|
|
Material Adverse Effect
|
| |
Section 3.2(b)
|
|
|
Measuring Date
|
| |
Section 7.1(a)
|
|
|
Merger
|
| |
Preamble
|
|
|
Merger Consideration
|
| |
Section 1.4(a)
|
|
|
OCC
|
| |
Section 1.3
|
|
|
Regulatory Consents
|
| |
Section 4.8(b)
|
|
|
Required Consents
|
| |
Section 5.1(b)
|
|
|
Sarbanes-Oxley Act
|
| |
Section 3.3(d)(iv)
|
|
|
Shareholder Support Agreement
|
| |
Preamble
|
|
|
Surviving Bank
|
| |
Section 1.1
|
|
|
Takeover Laws
|
| |
Section 3.3(v)
|
|
|
SBC
|
| |
Parties
|
|
|
SBC Preferred Stock
|
| |
Section 3.4(c)
|
|
|
SBC Regulatory Agreement
|
| |
Section 3.4(f)(ii)
|
|
|
Seacoast
|
| |
Parties
|
|
|
SNB
|
| |
Parties
|
|
| Seacoast: | | |
Seacoast Banking Corporation of Florida
815 Colorado Avenue Stuart, Florida 34994 Telecopy Number: (772) 288-6086
Attention: Dennis Hudson
|
|
| Copy to Counsel (which shall not constitute notice): | | |
Alston & Bird LLP
1201 West Peachtree Street Atlanta, Georgia 30309 Telecopy Number: (404) 881-7777
Attention: Randolph A. Moore III
|
|
| Company: | | |
First Bank of the Palm Beaches
615 North Dixie Highway West Palm Beach, Florida 33401 Telecopy Number: (561) 847-2722
Attention: Joseph B. Shearouse III
|
|
| Copy to Counsel (which shall not constitute notice): | | |
Gunster, Yoakley & Stewart, P.A.
777 South Flagler Drive, Suite 500 East West Palm Beach, FL 33401 Telecopy Number: 561-671-2425
Attention: Michael V. Mitrione
MMitrione@gunster.com |
|
| SEACOAST BANKING CORPORATION OF FLORIDA | | |||
| By: | | | /s/ Dennis S. Hudson, III | |
| | | |
Dennis S. Hudson, III
Chief Executive Officer |
|
| SEACOAST NATIONAL BANK | | |||
| By: | | | /s/ Dennis S. Hudson, III | |
| | | |
Dennis S. Hudson, III
Chief Executive Officer |
|
| FIRST BANK OF THE PALM BEACHES | | |||
| By: | | | /s/ Joseph B. Shearouse, III | |
| | | |
Joseph B. Shearouse, III
Chief Executive Officer |
|
| “SELLER” | |
| FIRST BANK OF THE PALM BEACHES | |
|
By:
Name: Joseph B. Shearouse
Title: Chief Executive Officer |
|
| “BUYER” | |
| SEACOAST BANKING CORPORATION OF FLORIDA | |
|
By:
Name: Dennis S. Hudson, III
Title: Chief Executive Officer |
|
| “SHAREHOLDER” | |
|
|
|
|
Name:
|
|
|
Address:
|
|
|
Number of Shares of Common Stock Over Which Shareholder Has Voting Power and Capacity of Ownership:
|
|
| Sincerely, | |
|
Signature of Officer or Director
|
|
|
Printed Name of Officer or Director
|
|
| SEACOAST BANKING CORPORATION OF FLORIDA | |
|
By:
Name: Dennis S. Hudson, III
Title: Chief Executive Officer |
|
|
To Buyer:
Seacoast Banking Corporation of Florida
815 Colorado Avenue Stuart, Florida 34994 Facsimile Number: (772) 288-6086 Attention: Dennis S. Hudson, III
|
|
|
To Employee:
To the address set forth under such Employee’s name on the signature page of this Agreement
|
|
| BUYER: | |
|
SEACOAST BANKING CORPORATION OF FLORIDA
|
|
|
By:
|
|
|
Name: Dennis S. Hudson, III
Title: Chairman and Chief Executive Officer |
|
| EMPLOYEE: | |
|
Name:
|
|
|
Address:
|
|
|
To Buyer:
Seacoast Banking Corporation of Florida
815 Colorado Avenue Stuart, Florida 34994 Facsimile Number: (772) 288-6086 Attention: Dennis S. Hudson, III
|
|
|
To Director:
To the address set forth under such Director’s name on the signature page of this Agreement
|
|
| BUYER: | |
|
SEACOAST BANKING CORPORATION OF FLORIDA
|
|
|
By:
|
|
|
Name: Dennis S. Hudson, III
Title: Chairman and Chief Executive Officer |
|
| EMPLOYEE: | |
|
Name:
|
|
|
Address:
|
|
| Exhibit 4.1 | | | — | | | Specimen Common Stock Certificate (incorporated herein by reference from Exhibit 4.1 to Seacoast’s Form 10-K, filed March 17, 2014). | |
| Exhibit 5.1 | | | — | | | Legal Opinion of Alston & Bird LLP | |
| Exhibit 8.1 | | | — | | | Tax Opinion of Alston & Bird LLP | |
| Exhibit 21.1 | | | — | | | Subsidiaries of the Registrant (incorporated herein by reference from Exhibit 21 to Seacoast’s Form 10-K, filed on February 26, 2019). | |
| Exhibit 23.1 | | | — | | | Consent of Alston & Bird LLP (included in the opinions referred to in Exhibit 5.1and Exhibit 8.1) | |
| Exhibit 23.2 | | | — | | | Consent of Crowe LLP | |
| Exhibit 24 | | | — | | | Power of Attorney (included on the signature page hereto) | |
| Exhibit 99.1 | | | — | | | Form of Proxy to be used at First Bank of the Palm Beaches Special Shareholders Meeting (to be filed by amendment). | |
| Exhibit 99.2 | | | — | | | Consent of Keefe, Bruyette & Woods, Inc. | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Dennis S. Hudson, III
Dennis S. Hudson, III
|
| |
Chairman of the Board of Directors,
Chief Executive Officer and Director
(principal executive officer)
|
| |
January 10, 2020
|
|
|
/s/ Charles M. Shaffer
Charles M. Shaffer
|
| |
Executive Vice President and
Chief Financial Officer
(principal financial and accounting officer)
|
| |
January 10, 2020
|
|
|
/s/ Jacqueline L. Bradley
Jacqueline L. Bradley
|
| | Director | | |
January 10, 2020
|
|
|
/s/ H. Gilbert Culbreth, Jr.
H. Gilbert Culbreth, Jr.
|
| | Director | | |
January 10, 2020
|
|
|
/s/ Maryann B. Goebel
Maryann B. Goebel
|
| | Director | | |
January 10, 2020
|
|
|
/s/ Robert J. Lipstein
Robert J. Lipstein
|
| | Director | | |
January 10, 2020
|
|
|
/s/ Herbert Lurie
Herbert Lurie
|
| | Director | | |
January 10, 2020
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Alvaro J. Monserrat
Alvaro J. Monserrat
|
| | Director | | |
Janaury 10, 2020
|
|
|
/s/ Thomas E. Rossin
Thomas E. Rossin
|
| | Director | | |
January 10, 2020
|
|
Exhibit 5.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
Randolph A. Moore III | Direct Dial: 404-881-7794 | Email: randy.moore@alston.com |
January 10, 2020
Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 |
Re: | Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on January 10, 2020 (Registration No. 333- ) |
Ladies and Gentlemen:
We have acted as counsel to Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”), in connection with the Company’s filing of the above referenced registration statement, as amended (the “Registration Statement”) with the Commission to register under the Securities Act of 1933, as amended (the “Securities Act”) approximately 1,042,699 shares of the Company’s common stock, $0.10 par value (the “Shares”). The Shares are to be issued in connection with the merger of First Bank of the Palm Beaches, a Florida-chartered bank (“First Bank”) with and into Seacoast National Bank, a national banking association and wholly-owned subsidiary of the Company (“Seacoast”) (the “Merger”), as contemplated by the Agreement and Plan of Merger, dated November 19, 2019, by and among the Company, Seacoast, and First Bank (the “Merger Agreement”). This opinion is being furnished in accordance with the requirements of Item 21 of the Commission’s Form S-4 and Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering this opinion letter, we have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, including, without limitation, (i) resolutions adopted by the boards of directors or other governing bodies or controlling entities of the Company, (ii) the organizational documents of the Company, (iii) certificates of officers and representatives (who, in our judgment, are likely to know the facts upon which the opinion or confirmation will be based) of the Company, (iv) the Registration Statement, including the proxy statement/prospectus included therein, (v) the Merger Agreement, (vi) certificates of public officials and (vii) such other documents as we have deemed appropriate as a basis for the opinions hereinafter set forth. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein.
In our examination of the relevant documents, we have assumed (i) the genuineness of all signatures, (ii) the legal capacity and competence of all natural persons, (iii) the authenticity of all documents submitted to us as original documents and the conformity to authentic original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies and (iv) the accuracy, completeness and authenticity of all certificates of public officials.
January 10, 2020
Page 2
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon the representations, warranties and statements made in originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinions hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard thereto, and, accordingly, we do not express any opinion or belief as to matters that might have been disclosed by independent verification.
Our opinion set forth herein is limited to the Florida Business Corporation Act (“FBCA”) and the federal securities laws of the United States, in each case as currently in effect, and we do not express any opinion herein concerning any other laws, statutes, ordinances, rules, or regulations. Special rulings of authorities administering the FBCA or opinions of other counsel have not been sought or obtained.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth in this opinion letter, it is our opinion that:
(1) | When the Registration Statement has become effective under the Securities Act, and the Shares have been duly issued and delivered in accordance with the terms of the Merger Agreement upon consummation of the Merger and as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable. |
This opinion letter is provided for use solely in connection with the filing of the Registration Statement with the Commission and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our prior express written consent. The only opinion rendered by us consists of those matters set forth in the paragraph numbered (1) above, and no opinion may be implied or inferred beyond the opinion expressly stated in the paragraph numbered (1) above. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus constituting a part thereof. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, | ||
ALSTON & BIRD LLP | ||
By: | /s/ Randolph A. Moore, III | |
Randolph A. Moore, III | ||
A Partner |
Exhibit 8.1
Alston&Bird llp
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax: 404-253-8680
www.alston.com
January 10, 2020
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
Attention: Dennis Hudson
Ladies and Gentlemen:
We have acted as U.S. federal income tax counsel to Seacoast Banking Corporation of Florida (“SBC”) in connection with negotiating the merger (the “Merger”) of First Bank of the Palm Beaches, a Florida chartered bank (the “First Bank”) with and into Seacoast National Bank, a national banking association and wholly owned subsidiary of SBC (“SNB” and collectively with SBC, “Seacoast”), pursuant to the Agreement and Plan of Merger dated as of November 19, 2019 (the “Merger Agreement”). SNB will be the surviving corporation upon consummation of the Merger. Capitalized terms used but not defined in this opinion are defined in the Agreement.
This opinion is being delivered in connection with the registration statement on Form S-4 (the “Registration Statement”), which includes the Proxy Statement of First Bank and Prospectus of Seacoast, filed by Seacoast with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, on the date hereof and to which this opinion is an exhibit.
In rendering our opinion set forth below, we have examined and relied upon the accuracy and completeness of the facts, information, representations, covenants, and agreements contained in the Merger Agreement, the Registration Statement, and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicate, certified, or conformed copies, and the authenticity of the originals of such latter documents. In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants, and agreements made by Seacoast and First Bank, including factual statements and representations set forth in the letters dated the date hereof from officers of Seacoast and First Bank delivered to us (the “Representation Letters”). We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.
Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.
Seacoast Banking Corporation of Florida
January 10, 2020
Page 2
For purposes of rendering our opinion, we have assumed that: (i) the Merger will be consummated in accordance with the provisions of the Merger Agreement and as described in the Registration Statement (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Merger Agreement); (ii) the statements concerning the transactions contemplated by the Merger Agreement and the parties referred to in the Merger Agreement, the Registration Statement, and the Representation Letters are true, complete, and correct and will remain true, complete, and correct at all times up to and including the Effective Time and thereafter (where relevant); (iii) any statements made in the Merger Agreement, the Registration Statement, or the Representation Letters regarding the “belief” of any person are true, complete, and correct, and will remain true, complete, and correct at all times up to and including the Effective Time and thereafter (where relevant), in each case as if made without such qualification; and (iv) the parties to the Merger Agreement have complied with, and, if applicable, will continue to comply with, their respective covenants and agreements contained in the Merger Agreement. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants, and agreements set forth in the documents referred to in this paragraph.
In rendering our opinion, we have considered applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and the United States Treasury regulations promulgated thereunder (the “Regulations”), pertinent judicial authorities, rulings of the Internal Revenue Service, currently published administrative rulings and procedures, and such other authorities as we have considered relevant, in each case as in effect on the date hereof. It should be noted that the Code, Regulations, judicial decisions, rulings, administrative interpretations, and such other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A change in any of the authorities upon which our opinion is based, or any variation or difference in any fact from those set forth or assumed herein or in the Registration Statement, the Merger Agreement, the Representation Letters, or any other document on which we have relied, could affect our conclusion herein. Moreover, an opinion of counsel is not binding on the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or a court would not take a contrary position with respect to the conclusion set forth below.
Based solely upon and subject to the foregoing and the other limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
Except as set forth above, we express no opinion to any party as to the tax consequences, whether United States federal, state, local, or foreign, of the Merger or of any transaction related thereto or contemplated by the Merger Agreement, and we express no other opinion, including, without limitation, any opinion as to whether any events subsequent to the Effective Time will be viewed as part of the plan of reorganization for United States federal income tax purposes and the effect, if any, of such events on our conclusion herein.
Seacoast Banking Corporation of Florida
January 10, 2020
Page 3
We are furnishing this opinion to Seacoast in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose without our prior written consent. Any other person should consult with its own tax advisor to determine the applicable tax consequences of the Merger based on its particular circumstances. This opinion is expressed as of the date hereof and is limited to the U.S. federal tax matters specifically covered hereby and may not be relied upon for any other purpose without our prior written consent.
We hereby consent to the use of our name in the Registration Statement and to the filing of this opinion with the SEC as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC promulgated thereunder.
Very truly yours, | |
/s/ Alston & Bird LLP | |
ALSTON & BIRD LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement of Seacoast Banking Corporation of Florida on Form S-4 of our report dated February 26, 2019, relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Seacoast Banking Corporation of Florida for the year ended December 31, 2018, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ Crowe LLP
Fort Lauderdale, Florida
January 10, 2020
Exhibit 99.2
CONSENT OF KEEFE, BRUYETTE & WOODS, INC.
We hereby consent to the inclusion of our opinion letter to the Board of Directors of First Bank of the Palm Beaches (“First Bank”), as Appendix B to the Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed on the date hereof (the “Registration Statement”) relating to the proposed merger of First Bank with and into Seacoast National Bank and to the references to such opinion and the quotation or summarization of such opinion contained therein.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “experts” as used in the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ Keefe, Bruyette & Woods, Inc.
KEEFE, BRUYETTE & WOODS, INC.
Dated: January 10, 2020