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Florida
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6022
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59-2260678
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(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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Dennis G. Bedley
Legacy Bank of Florida 2300 Glades Road, Suite 120/140 West Boca Raton, Florida 33431 Telephone: (561) 544-8400 |
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Jonathan Hightower
Fenimore, Kay, Harrison & Ford, LLP 191 Peachtree Street NE Suite 849 Atlanta, Georgia 30303 Telephone: (770) 282-5111 |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☐ | |
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Dennis G. Bedley
Chairman & Chief Executive Officer Legacy Bank of Florida |
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APPENDICES: | | | | | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | |
Date
|
| |
Seacoast
closing sale price |
| |
Equivalent
Legacy per share value |
| ||||||
March 22, 2021
|
| | | $ | 36.93 | | | | | $ | 6.29 | | |
, 2021
|
| | | $ | | | | | $ | | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 29.75 | | | | | $ | 24.45 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 28.78 | | | | | $ | 22.99 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 27.64 | | | | | $ | 22.35 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 31.42 | | | | | $ | 24.11 | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 30.87 | | | | | $ | 13.30 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 25.89 | | | | | $ | 16.02 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 22.23 | | | | | $ | 17.00 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 30.26 | | | | | $ | 17.62 | | | | | $ | — | | |
2021 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 40.93 | | | | | $ | 28.52 | | | | | $ | — | | |
Second Quarter (through [•], 2021)
|
| | | | | | | | | | | | | | | $ | 0.13 | | |
Date
|
| |
Price per
Share |
| |
Number of
Shares |
| ||||||
March 8, 2019
|
| | | $ | 3.25 | | | | | | 5,000 | | |
May 29, 2019
|
| | | | 3.25 | | | | | | 1,000 | | |
December 19, 2019
|
| | | | 3.75 | | | | | | 50,000 | | |
December 19, 2019
|
| | | | 3.75 | | | | | | 1,000 | | |
December 19, 2019
|
| | | | 3.75 | | | | | | 27 | | |
June 19, 2020
|
| | | | 3.22 | | | | | | 10,000 | | |
September 6, 2020
|
| | | | 2.75 | | | | | | 252,795 | | |
November 9, 2020
|
| | | | 3.00 | | | | | | 5,000 | | |
(Amounts in thousands, except per
share data) |
| |
(unaudited)
Three Months ended March 31, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2017
|
| |
2016
|
| |||||||||||||||||||||||
Net interest income
|
| | | $ | 66,610 | | | | | $ | 63,177 | | | | | $ | 262,743 | | | | | $ | 243,618 | | | | | $ | 211,515 | | | | | $ | 176,296 | | | | | $ | 139,588 | | |
Provision for credit losses
|
| | | | (5,715) | | | | | | 29,513 | | | | | | 38,179 | | | | | | 10,999 | | | | | | 11,730 | | | | | | 5,648 | | | | | | 2,411 | | |
Noninterest income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other
|
| | | | 17,785 | | | | | | 14,669 | | | | | | 60,335 | | | | | | 55,515 | | | | | | 50,645 | | | | | | 43,230 | | | | | | 37,427 | | |
Gain on sale of VISA stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,153 | | | | | | — | | |
Securities gains/(losses), net
|
| | | | (114) | | | | | | 19 | | | | | | 1,235 | | | | | | 1,217 | | | | | | (623) | | | | | | 86 | | | | | | 368 | | |
Noninterest expenses
|
| | | | 46,120 | | | | | | 47,798 | | | | | | 185,552 | | | | | | 160,739 | | | | | | 162,273 | | | | | | 149,916 | | | | | | 130,881 | | |
Income before income taxes
|
| | | | 43,876 | | | | | | 554 | | | | | | 100,582 | | | | | | 128,612 | | | | | | 87,534 | | | | | | 79,201 | | | | | | 44,091 | | |
Provision for income taxes
|
| | | | 10,157 | | | | | | (155) | | | | | | 22,818 | | | | | | 29,873 | | | | | | 20,259 | | | | | | 36,336 | | | | | | 14,889 | | |
Net income
|
| | | $ | 33,719 | | | | | $ | 709 | | | | | $ | 77,764 | | | | | $ | 98,739 | | | | | $ | 67,275 | | | | | $ | 42,865 | | | | | $ | 29,202 | | |
Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income available to common
shareholders: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Diluted
|
| | | $ | 0.60 | | | | | $ | 0.01 | | | | | $ | 1.44 | | | | | $ | 1.90 | | | | | $ | 1.38 | | | | | $ | 0.99 | | | | | $ | 0.78 | | |
Basic
|
| | | | 0.61 | | | | | | 0.01 | | | | | | 1.45 | | | | | | 1.92 | | | | | | 1.40 | | | | | | 1.01 | | | | | | 0.79 | | |
Cash dividends declared
|
| | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | | | | | 0.00 | | |
Book value per common share
|
| | | | 20.89 | | | | | | 18.82 | | | | | | 20.46 | | | | | | 19.13 | | | | | | 16.83 | | | | | | 14.70 | | | | | | 11.45 | | |
Assets
|
| | | $ | 8,811,820 | | | | | $ | 7,352,894 | | | | | $ | 8,342,392 | | | | | $ | 7,108,511 | | | | | $ | 6,747,659 | | | | | $ | 5,810,129 | | | | | $ | 4,680,932 | | |
Net loans
|
| | | | 5,574,849 | | | | | | 5,231,797 | | | | | | 5,642,616 | | | | | | 5,163,250 | | | | | | 4,792,791 | | | | | | 3,790,255 | | | | | | 2,856,136 | | |
Deposits
|
| | | | 7,385,749 | | | | | | 5,887,499 | | | | | | 6,932,561 | | | | | | 5,584,753 | | | | | | 5,177,240 | | | | | | 4,592,720 | | | | | | 3,523,245 | | |
Shareholders’ equity
|
| | | | 1,155,349 | | | | | | 991,787 | | | | | | 1,130,402 | | | | | | 985,639 | | | | | | 864,267 | | | | | | 689,664 | | | | | | 435,397 | | |
Performance Ratios | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Return on average assets
|
| | | | 1.61% | | | | | | 0.04% | | | | | | 0.99% | | | | | | 1.45% | | | | | | 1.11% | | | | | | 0.82% | | | | | | 0.69% | | |
Return on average equity
|
| | | | 12.03 | | | | | | 0.29 | | | | | | 7.44 | | | | | | 10.63 | | | | | | 9.08 | | | | | | 7.51 | | | | | | 7.06 | | |
Average equity to average assets
|
| | | | 13.39 | | | | | | 14.09 | | | | | | 13.30 | | | | | | 13.60 | | | | | | 12.23 | | | | | | 10.96 | | | | | | 9.85 | | |
| | |
Seacoast Common Stock
|
| |||||||||||||||
| | |
High
|
| |
Low
|
| |
Dividend
|
| |||||||||
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 29.75 | | | | | $ | 24.45 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 28.78 | | | | | $ | 22.99 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 27.64 | | | | | $ | 22.35 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 31.42 | | | | | $ | 24.11 | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 30.87 | | | | | $ | 13.30 | | | | | $ | — | | |
Second Quarter
|
| | | $ | 25.89 | | | | | $ | 16.02 | | | | | $ | — | | |
Third Quarter
|
| | | $ | 22.23 | | | | | $ | 17.00 | | | | | $ | — | | |
Fourth Quarter
|
| | | $ | 30.26 | | | | | $ | 17.62 | | | | | $ | — | | |
2021 | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 40.93 | | | | | $ | 28.52 | | | | | $ | — | | |
Second Quarter (through [•], 2021)
|
| | | | | | | | | | | | | | | $ | 0.13 | | |
Date
|
| |
Price per
Share |
| |
Number of
Shares |
| ||||||
March 8, 2019
|
| | | $ | 3.25 | | | | | | 5,000 | | |
May 29, 2019
|
| | | | 3.25 | | | | | | 1,000 | | |
December 19, 2019
|
| | | | 3.75 | | | | | | 50,000 | | |
December 19, 2019
|
| | | | 3.75 | | | | | | 1,000 | | |
December 19, 2019
|
| | | | 3.75 | | | | | | 27 | | |
June 19, 2020
|
| | | | 3.22 | | | | | | 10,000 | | |
September 6, 2020
|
| | | | 2.75 | | | | | | 252,795 | | |
November 9, 2020
|
| | | | 3.00 | | | | | | 5,000 | | |
Buyer (State)
|
| |
Target (State)
|
|
BancorpSouth Bank (MS)
Seacoast Banking Corporation of Florida (FL) First Bancshares, Inc. (MS) Reliant Bancorp, Inc. (TN) Banco de Credito e Inversiones SA Community First Bancshares, Inc. (GA) Professional Holding Corp. (FL) First Financial Banc Corporation (AR) First Bancshares, Inc. (MS) BancorpSouth Bank (MS) First Citizens BancShares, Inc. (NC) CapStar Financial Holdings, Inc. (TN) Seacoast Banking Corporation of Florida (FL) National Commerce Corporation (AL) |
| |
FNS Bancshares, Inc. (AL)
Fourth Street Banking Company (FL) Southwest Georgia Financial Corporation (GA) First Advantage Bancorp (TN) Executive Banking Corporation (FL) ABB Financial Group, Inc. (GA) Marquis Bancorp, Inc. (FL) First National Corporation of Wynne (AR) First Florida Bancorp, Inc. (FL) Summit Financial Enterprises, Inc. (FL) Biscayne Bancshares, Inc. (FL) Athens Bancshares Corporation (TN) First Green Bancorp, Inc. (FL) Landmark Bancshares, Inc. (GA) |
|
Buyer (State)
|
| |
Target (State)
|
|
LINKBANCORP, Inc. (PA)
BancorpSouth Bank (MS) Norwood Financial Corp. (PA) Fidelity D & D Bancorp, Inc. (PA) Reliant Bancorp, Inc. (TN) Community Bank System, Inc. (NY) Glacier Bancorp, Inc. (MT) Central Bancompany, Inc. (MO) South Plains Financial, Inc. (TX) Wintrust Financial Corporation (IL) First Bancshares, Inc. (MS) ChoiceOne Financial Services, Inc. (MI) German American Bancorp, Inc. (IN) OceanFirst Financial Corp. (NJ) Seacoast Banking Corporation of Florida (FL) CapStar Financial Holdings, Inc. (TN) |
| |
GNB Financial Services, Inc. (PA)
National United Bancshares, Inc. (TX) UpState New York Bancorp, Inc. (NY) MNB Corporation (PA) First Advantage Bancorp (TN) Steuben Trust Corporation (NY) State Bank Corp. (AZ) Platte County Bancshares, Inc. (MO) West Texas State Bank (TX) SBC, Incorporated (IL) First Florida Bancorp, Inc. (FL) County Bank Corp (MI) Citizens First Corporation (KY) Capital Bank of New Jersey (NJ) First Green Bancorp, Inc. (FL) Athens Bancshares Corporation (TN) |
|
| | |
Price-to-LTM
Earnings Multiple |
| |
Price-to-Common
Tangible Book Value Multiple |
| |
Price-to-Adjusted
Common Tangible Book Value Multiple(1) |
| |
Premium-to-Core
Deposits Multiple(1)(2) |
| ||||||||||||
Assumed Total Merger Value
|
| | | | 18.8x | | | | | | 194.9% | | | | | | 226.9% | | | | | | 17.7% | | |
Precedent Transactions Regional Group:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Median
|
| | | | 15.3x | | | | | | 173.2% | | | | | | 190.2% | | | | | | 10.4% | | |
Minimum
|
| | | | 11.2x | | | | | | 152.6% | | | | | | 152.8% | | | | | | 6.52% | | |
Maximum
|
| | | | 22.8x | | | | | | 212.5% | | | | | | 243.8% | | | | | | 16.3% | | |
Precedent Transactions Nationwide Group:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Median
|
| | | | 15.6x | | | | | | 167.7% | | | | | | 183.4% | | | | | | 10.6% | | |
Minimum
|
| | | | 11.4x | | | | | | 131.4% | | | | | | 143.0% | | | | | | 4.29% | | |
Maximum
|
| | | | 22.8x | | | | | | 212.7% | | | | | | 243.8% | | | | | | 19.0% | | |
| | |
Tangible
Equity/ Tangible Assets |
| |
Core
Deposits(1) |
| |
LTM
ROAA(2) |
| |
LTM
ROAE(2) |
| |
Efficiency
Ratio |
| |
NPAs/
Assets(3) |
| |
LLR/
NPLs(4) |
| |||||||||||||||||||||
Legacy
|
| | | | 10.7% | | | | | | 70.9% | | | | | | 1.15% | | | | | | 10.9% | | | | | | 55.7% | | | | | | 0.32% | | | | | | 188.7% | | |
Precedent Transactions – Regional Group Median: | | | | | 10.3% | | | | | | 75.6% | | | | | | 1.13% | | | | | | 11.0% | | | | | | 62.2% | | | | | | 0.49% | | | | | | 182.5% | | |
Precedent Transactions – Nationwide Group Median: | | | | | 10.1% | | | | | | 86.6% | | | | | | 1.12% | | | | | | 10.8% | | | | | | 63.5% | | | | | | 0.43% | | | | | | 126.8% | | |
Implied Multiple Value for Legacy Common Stock
Based On: |
| |
Total
Merger Value ($000) |
| |
Price-to-LTM
Earnings Multiple(1) |
| |
Price-to-
Common Tangible Book Value Multiple(1) |
| |
Price-to-
Adjusted Common Tangible Book Value Multiple(1)(2) |
| |
Premium-to-
Core Deposits Multiple(1)(3) |
| |||||||||||||||
Assumed Total Merger Value
|
| | | $ | 111,212 | | | | | | 18.8x | | | | | | 194.9% | | | | | | 226.9% | | | | | | 17.7% | | |
DCF Analysis – Terminal P/E Multiple | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Midpoint Value
|
| | | $ | 92,335 | | | | | | 15.6x | | | | | | 161.8% | | | | | | 182.7% | | | | | | 11.5% | | |
DCF Analysis – Terminal P/Adj. TBV Multiple
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Midpoint Value
|
| | | $ | 86,034 | | | | | | 14.6x | | | | | | 150.8% | | | | | | 167.9% | | | | | | 9.46% | | |
Implied Value for Legacy Common Stock Based Upon:(3)
|
| |
Minimum
Implied Value |
| |
Average or
Midpoint Implied Value |
| |
Maximum
Implied Value |
| |||||||||
Comparable M&A Transactions – Regional Group
|
| | | $ | 88,935 | | | | | $ | 93,379 | | | | | $ | 98,839 | | |
Comparable M&A Transactions – Nationwide Group
|
| | | $ | 89,409 | | | | | $ | 92,427 | | | | | $ | 95,715 | | |
DCF – Terminal P/E Multiple
|
| | | $ | 77,008 | | | | | $ | 92,335 | | | | | $ | 108,854 | | |
DCF – Terminal P/Adj. TBV Multiple
|
| | | $ | 79,162 | | | | | $ | 86,034 | | | | | $ | 93,377 | | |
|
Renasant Corporation
Towne Bank ServisFirst Bancshares, Inc. FB Financial Corporation |
| |
Amerant Bancorp, Inc.
First Bancorp City Holding Company First Bancshares, Inc. |
|
| | |
LEGACY
|
| |
SEACOAST
|
|
Capital Stock
|
| |
Holders of Legacy capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Legacy’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
|
| |
Legacy’s authorized capital stock consists of 35,000,000 shares of 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 (2,000 of which are designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 50,000 of which are designated as Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, Series B).
|
|
Outstanding
|
| |
As of March 31, 2021, there were 15,772,897 shares of Legacy common stock outstanding and 2,128,754 options outstanding, of which 1,476,674 options were fully vested and 652,080 options remained unvested.
|
| |
As of March 31, 2021, there were 55,294,320 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding.
|
|
Voting Rights
|
| |
Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.
|
| |
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.
|
|
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
|
| |
Legacy’s articles of incorporation provide that the corporation may declare and pay dividends, except when the corporation is insolvent or paying such dividends would render the corporation insolvent or as prohibited by applicable law.
|
| |
Holders of Seacoast common stock are subject to the same provisions of the FBCA and the Federal Reserve Policy adopted in 2009.
|
|
| | |
LEGACY
|
| |
SEACOAST
|
|
| | |
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.
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| | | |
Number of Directors
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Legacy’s articles of incorporation provide that the number of directors serving on Legacy’s board of directors should not be fewer than five and not more than twenty-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. Legacy’s bylaws provide that the number of directors may be increased from time to time by action of the board of directors. The board of directors of Legacy currently has eight directors.
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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
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LEGACY
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SEACOAST
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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.
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Election of Directors
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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. Legacy’s articles of incorporation do not otherwise provide for the vote required to elect directors.
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Seacoast directors are similarly elected in accordance with FBCA and its articles of incorporation do not otherwise provide for the vote required to elect directors.
However, notwithstanding the plurality standard, in an uncontested election for directors, Seacoast’s 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.
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Removal of Directors
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Florida law allows shareholders to remove one or more directors from the board of directors with or without cause if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director. A director may be removed by the shareholders only at a meeting of shareholders called for the purpose of removing the director, and the meeting notice must state that the removal of the director is the purpose, or one of the purposes, of the meeting.
Directors may also be removed by judicial proceedings.
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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.
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Vacancies on the Board of Directors
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Legacy’s articles of incorporation provide that any vacancy on the board of directors, including a vacancy resulting from an increase in the number of directors, may be filled by appointment by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Florida law also allows a vacancy to be filled by the shareholders.
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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.
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Action by Written Consent
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Legacy’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 a written consent describing the action taken and signed by each director or committee member. Action taken shall be effective when received
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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
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LEGACY
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SEACOAST
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by the corporation (including by facsimile). The consent signed shall have the same effect as a unanimous vote.
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| | effected by any consent in writing by such holders. | |
Advance Notice Requirements for Shareholder Nominations and Other Proposals
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Shareholders of Legacy are not required to provide advance notice for shareholder nominations and other proposals any annual meeting.
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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.
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.
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Notice of Shareholder Meeting
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Notice of the place, day, and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called shall be delivered not less than 10 nor more than 60 days before the meeting, either personally or by first class mail to each shareholder of record entitled to vote at such meeting.
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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.
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Amendments to Charter
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Legacy’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 pursuant to Section 658.23(6) of the Florida Statutes.
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
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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.
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LEGACY
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SEACOAST
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recommendation and communicates the basis for its determination to the shareholders with the amendment. 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.
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Amendments to Bylaws
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Under the FBCA, Legacy’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.
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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.
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Special Meeting of Shareholders
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Legacy’s bylaws provide that a special meeting of the shareholders shall be held when directed by the president or the board of directors or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall, subject to applicable law, be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the secretary, unless the president or the board of directors shall designate another person to do so.
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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 of the Board or the Executive Chairman of the Board, the Chief Executive Officer, the President or by the board of directors. The notice of such meeting must state the purpose of such meeting and no business may be transacted at the meeting except as stated in such notice. A special meeting of shareholders may be called by the Chief Executive Officer at the written request of the holders of shares representing not less than 50% of the voting .
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Quorum
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Legacy’s bylaws provide that a majority of shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. When a specified item of business is required to be voted on by a class or series of shares, a majority of the shares of such class or series shall constitute a quorum for the transaction of such item of business by that class or series.
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A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at any shareholder meeting.
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Proxy
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Every shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting, or a shareholders’ duly authorized attorney in fact, may authorize another person or persons to act for him or her by proxy. Every proxy must be signed by the shareholder or his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. The authority of the holder of a proxy to act shall not be revoked by the
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Seacoast’s bylaws provide that a shareholder, a person entitled to vote on behalf of a shareholder pursuant to law, or an attorney in fact, may vote the shareholder’s shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him/her by signing an appointment form, either personally or by his/her attorney in fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photo static, telecopy, electronic transmission (including a .PDF file) or equivalents reproduction of an appointment form is a sufficient appointment
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LEGACY
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SEACOAST
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incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders.
If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or, if only one is present, then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the shares in question shall be voted proportionately. If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his or her place.
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form. An appointment of a proxy is effective when received by the Secretary or other officer authorized to tabulate votes and is valid for up eleven months, unless a longer period is expressly provided in the appointment form. The death or incapacity of a shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer authorized to tabulate votes before the proxy exercises his authority under the appointment. A proxy shall be irrevocable if it conspicuously states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.
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Preemptive Rights
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Legacy’s shareholders do not have preemptive rights.
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Seacoast’s shareholders do not have preemptive rights.
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Shareholder Rights Plan/Shareholders’ Agreement
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| |
Legacy does not have a shareholder rights plan. Two or more shareholders of Legacy may enter into an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation as provided by law.
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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.
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Indemnification of Directors and Officers
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Legacy’s bylaws provide that indemnification shall be made with respect to any administrative proceeding or civil action initiated by the Florida Office of Financial Regulation or by the FDIC only to the extent such indemnification (i) is reasonable under the circumstances, (ii) is not inconsistent with law or the regulations of the Office or the FDIC, as the case may be. Indemnification against expenses, including those expenses incurred in successfully adjudicating an executive’s right to indemnification or advancement of expenses, in whole or in part. The Article is intended to provide the maximum indemnification possible under the laws of Florida and the U.S.
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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.
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Certain Business Combination Restrictions
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Legacy’s articles of incorporation do not contain any provision regarding business combinations between Legacy and significant shareholders
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Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders.
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Fundamental Business Transactions
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Legacy’s articles of incorporation do not contain any provision regarding fundamental business transactions.
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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
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LEGACY
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SEACOAST
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shareholders by the affirmative vote of 662∕3% of all directors and a majority of the Continuing Directors.
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Non-Shareholder Constituency Provision
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Legacy’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.
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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.
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Dissenters’ Rights
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A shareholder of Legacy may dissent from the merger and receive in cash the appraised value, as of the effective time of the merger, of the shares of Legacy common stock held by such shareholder, in accordance with the Dissent Provisions. Section 215a of the United States Code is the applicable provision relating to the dissent rights of Legacy shareholders in light of Section 658.41(2) of the Florida Financial Institutions Codes, which provides that federal law, rather than Florida law, will be controlling with respect to shareholders’ rights in the merger of a Florida bank with and into a national bank. Under the Dissent Provisions, a shareholder of Legacy may dissent from the merger by (i) either voting against the merger or giving notice in writing to Legacy at or prior to the annual meeting that he or she dissents from the merger and (ii) making a written request to SNB to receive the value of such shareholder’s shares of Legacy common stock, which request must be made within thirty (30) days after the effective time of the merger and must be accompanied by the surrender of the shareholder’s stock certificates.
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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.
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Market Area
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Market
Rank |
| |
No. of
Institutions in Market |
| |
Deposits In
Market (in 000’s) |
| |
Market
Share |
| ||||||||||||
Fort Lauderdale, Florida
|
| | | | 21 | | | | | | 38 | | | | | $ | 38,723,895 | | | | | | 0.38% | | |
Boca Raton, Florida
|
| | | | 19 | | | | | | 32 | | | | | $ | 15,396,210 | | | | | | 0.89% | | |
Delray Beach, Florida
|
| | | | 15 | | | | | | 19 | | | | | $ | 5,464,161 | | | | | | 1.30% | | |
West Palm Beach, Florida
|
| | | | 18 | | | | | | 21 | | | | | $ | 13,389,149 | | | | | | 0.40% | | |
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage
Beneficially Owned |
| ||||||
Directors and officers: | | | | | | | | | | | | | |
Dennis G. Bedley
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| | | | 783,122(1) | | | | | | 4.85% | | |
Leo B. Berman
|
| | | | 524,100(2) | | | | | | 3.30% | | |
Thomas M. McDonald
|
| | | | 970,574(3) | | | | | | 6.11% | | |
Michael W. Moskowitz
|
| | | | 373,284(4) | | | | | | 2.35% | | |
Kate A. Murphy
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| | | | 146,866(5) | | | | | | * | | |
Stephen Schifrin
|
| | | | 96,000(6) | | | | | | * | | |
Michael Udine
|
| | | | 398,839(7) | | | | | | 2.51% | | |
Robert S. Walters
|
| | | | 291,084(8) | | | | | | 1.84% | | |
Bradley R. Meredith
|
| | | | 263,675(9) | | | | | | 1.65% | | |
Marcia Snyder
|
| | | | 273,000(10) | | | | | | 1.71% | | |
Directors and Officers (as a group, 10 persons)
|
| | | | 4,120,544 | | | | | | 23.86% | | |
Other greater than 5% shareholders: | | | | | | | | | | | | | |
NRNS, Ltd.
|
| | | | 1,531,630 | | | | | | 9.71% | | |
Siena Capital Partners
|
| | | | 1,472,471 | | | | | | 9.34% | | |
Apple Orange, LLC
|
| | | | 888,841 | | | | | | 5.64% | | |
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Page
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| |||
Parties
|
| | | | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-2 | | | |
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-4 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | A-6 | | | |
| | | | A-6 | | | |
| | | | A-22 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | A-27 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-29 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-30 | | | |
| | | | A-31 | | | |
| | | | A-31 | | | |
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | |
| | |
Page
|
| |||
| | | | A-34 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-35 | | | |
| | | | A-36 | | | |
| | | | A-37 | | | |
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-39 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-46 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-47 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-48 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | | |
| | | | A-49 | | |
Exhibit
|
| |
Description
|
|
A
|
| | Form of Shareholder Support Agreement | |
B
|
| | Form of Claims Letter | |
C
|
| | 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 | |
|
CARES Act
|
| | Section 3.3(h)(xi) | |
|
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’s 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) | |
|
COVID-19 Measures
|
| | Section 3.3(h)(xi) | |
|
CRA
|
| | Section 3.3(q) | |
|
Dissenter Provisions…………………………….
|
| | Section 2.3 | |
|
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) | |
|
Loans
|
| | Section 3.3(n)(i) | |
|
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 | |
|
PPP
|
| | Section 3.3(h)(xii) | |
|
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: Charles M. Shaffer
|
|
|
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: | | |
Legacy Bank of Florida
2300 Glades Road, Suite 120/140 West Boca Raton, FL 33431 Telecopy Number: (561) 347-1975
Attention: Dennis G. Bedley
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Copy to Counsel (which
shall not constitute notice): |
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Fenimore, Kay, Harrison & Ford, LLP 60 Salbide Avenue Newnan, Georgia 30263 E-mail: jhightower@fkhpartners.com Attention: Jonathan Hightower |
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| | | | SEACOAST BANKING CORPORATION OF FLORIDA | |
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By:
/s/ Charles M. Shaffer
Charles M. Shaffer
Chief Executive Officer |
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| | | | SEACOAST NATIONAL BANK | |
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By:
/s/ Charles M. Shaffer
Charles M. Shaffer
Chief Executive Officer |
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| | | | LEGACY BANK OF FLORIDA | |
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By:
/s/ Dennis G. Bedley
Dennis G. Bedley
Chairman and Chief Executive Officer |
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Name: |
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Address: |
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| To Buyer: | | |
Seacoast Banking Corporation of Florida
815 Colorado Avenue Stuart, Florida 34994 Attention: Charles M. Shaffer |
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| To Director: | | |
To the address set forth under such Director’s name
on the signature page of this Agreement |
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| To Buyer: | | |
Seacoast Banking Corporation of Florida
815 Colorado Avenue Stuart, Florida 34994 Attention: Charles M. Shaffer |
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| To Employee: | | |
To the address set forth under such Employee’s name
on the signature page of this Agreement |
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| Exhibit 2.1 | | | | | | ||
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| Exhibit 5.1 | | |
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| Exhibit 8.1 | | |
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| | Tax Opinion of Alston & Bird LLP. | |
| Exhibit 8.2 | | |
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| | Tax Opinion of Fenimore, Kay, Harrison & Ford, LLP. | |
| Exhibit 21.1 | | |
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| Exhibit 23.1 | | |
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| Exhibit 23.2 | | |
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| | Consent of Crowe LLP.* | |
| Exhibit 23.3 | | |
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| Exhibit 24 | | |
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| Exhibit 99.1 | | |
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| Exhibit 99.2 | | |
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| | | | SEACOAST BANKING CORPORATION OF FLORIDA | |
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By:
/s/ Charles M. Shaffer
Name: Charles M. Shaffer
Title: President and Chief Executive Officer |
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Signature
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Title
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Date
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/s/ Charles M. Shaffer
Charles M. Shaffer
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President, Chief Executive Officer and Director
(principal executive officer) |
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June 14, 2021
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/s/ Tracey L. Dexter
Tracey L. Dexter
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Executive Vice President and Chief Financial
Officer (principal financial and accounting officer) |
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June 14, 2021
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Dennis S. Hudson, III
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Executive Chairman of the Board and
Attorney-in-Fact* |
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June 14, 2021
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Dennis J. Arczynski
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| | Director | | |
June 14, 2021
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Jacqueline L. Bradley
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| | Director | | |
June 14, 2021
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H. Gilbert Culbreth, Jr.
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| | Director | | |
June 14, 2021
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Julie H. Daum
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| | Director | | |
June 14, 2021
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Christopher E. Fogal
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| | Director | | |
June 14, 2021
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Maryann B. Goebel
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| | Director | | |
June 14, 2021
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Robert J. Lipstein
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| | Director | | |
June 14, 2021
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Alvaro J. Monserrat
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| | Director | | |
June 14, 2021
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Thomas E. Rossin
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| | Director | | |
June 14, 2021
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Exhibit 8.1
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000 | Fax: 404-881-7777
June 14, 2021
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
Attention: Charles M. Shaffer
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 Legacy Bank of Florida, a Florida state-chartered bank (“Legacy 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 March 23, 2021, as amended and restated on June 14, 2021 (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 Merger 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 Legacy 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 Legacy Bank, including factual statements and representations set forth in the letters dated the date hereof from officers of Seacoast and Legacy 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.
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.
Alston & Bird LLP | www.alston.com |
Atlanta | Beijing | Brussels | Charlotte | Dallas | Los Angeles | New York | Research Triangle | San Francisco | Silicon Valley | Washington, D.C. |
June 14, 2021
Page 2
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.
We are furnishing this opinion to Seacoast in connection with the filing of the Registration Statement. 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 8.2
191
Peachtree street ne
TEL 770 • 282 • 5111
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June 14, 2021
Legacy Bank of Florida
2300 Glades Road, Suite 120/140 West
Boca Raton, FL 33431
Attention: Dennis G. Bedley
Ladies and Gentlemen:
We have acted as special counsel to Legacy Bank of Florida (“Legacy”), a Florida state-chartered bank, in connection with the proposed merger (the “Merger”) of Legacy with and into Seacoast National Bank, a national banking association (“Seacoast Bank”), with Seacoast Bank surviving, pursuant to the Agreement and Plan of Merger dated as of March 23, 2021, as amended and restated on June 14, 2021, by and among Seacoast Banking Corporation of Florida, a Florida corporation (the “Company”), Legacy Bank and Seacoast Bank (the “Merger Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
At your request, we are rendering our opinion concerning certain United States federal income tax matters relating to the Merger in connection with the filing of the Registration Statement on Form S-4 (as may be amended from time to time, and including the proxy statement/prospectus contained therein, the “Registration Statement”) with the U.S. Securities and Exchange Commission (“Commission”).
In providing our opinion, we have examined and relied upon the Merger Agreement, the proxy statement/prospectus and other information included as part of the Registration Statement, the representation letters of Legacy, Seacoast Bank and the Company delivered to us for purposes of rendering our opinion stated herein (the “Representation Letters”) and such other documents as we have deemed necessary or appropriate for purposes of our opinion.
In addition, we have assumed that (i) all signatures on all documents submitted to us are genuine, that all documents submitted to us as originals are authentic, that all documents submitted to us as copies are accurate, that all information submitted to us is accurate and complete, and that all persons executing and delivering originals or copies of documents examined by us are competent to execute and deliver such documents, (ii) the transaction 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), (iii) the statements concerning the transaction and the parties thereto set forth in the Merger Agreement are true, complete and correct, and the Registration Statement is true, complete and correct, (iv) the factual statements and representations made by Legacy, Seacoast Bank and the Company in their respective Representation Letters are true, complete and correct as of the date hereof and will remain true, complete and correct at all times up to and including the Effective Time, (v) any such statements and representations made in the Representation Letters “to the knowledge of” any person or similarly qualified are and will be true, complete and correct without such qualification, and (vi) the Company, Seacoast Bank and Legacy and their respective subsidiaries will treat the Merger for United States federal income tax purposes in a manner consistent with the opinion set forth below. If any of the above-described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Merger Agreement or the Registration Statement, our opinion as expressed below may be adversely affected.
www.fkhpartners.com
Legacy Bank of Florida
June 14, 2021
Page 2
Based upon the foregoing and subject to the assumptions, qualifications and limitations stated herein and set forth in the Registration Statement, we are of the opinion that, under currently applicable United States federal income tax law, (i) the Merger when consummated in accordance with the terms of the Merger Agreement and the Registration Statement, will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) each of Seacoast Bank and Legacy will be a party to that reorganization within the meaning of Section 368(a) of the Code, and (iii) the descriptions of law and the legal conclusions contained in the proxy statement/prospectus included in the Registration Statement under the heading “Material U.S. Federal Income Tax Consequences of the Merger” are correct in all material respects, and the discussion thereunder represents an accurate summary of the United States income tax consequences of the Merger that are material to Legacy and the U.S. shareholders of Legacy.
Other than the opinions set forth above, we express no opinion on any issue relating to (i) the tax consequences of the transactions contemplated by the Merger Agreement, (ii) the appropriate method to determine fair market value of any stock or other consideration received in any sale or exchange, and (iii) the laws of any jurisdiction other than the federal laws of the United States of America. Our opinion relates solely to material United States federal income tax consequences of the Merger, and no opinion is implied or should be inferred beyond those matters. Our opinion is based on current provisions of the Code, Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service and case law, any of which may be changed at any time with retroactive effect. Any change in applicable laws or the facts and circumstances surrounding the transaction, or any inaccuracy in the statements, facts, assumptions or representations upon which we have relied, may affect the continuing validity of our opinion as set forth herein. We assume no responsibility to inform Legacy of any such change or inaccuracy that may occur or come to our attention.
As you are aware, no ruling has been or will be requested from the Internal Revenue Service concerning the United States federal income tax consequences of the Merger. You should be aware that an opinion of counsel represents only counsel’s best legal judgment and has no binding effect or official status of any kind. You should also be aware that there can be no assurance, and none is given, that the Internal Revenue Service will not take a position contrary to the position reflected in our opinion, or that our opinion will be upheld by the courts if challenged by the Internal Revenue Service.
Although we may have acted as counsel to Legacy in connection with certain matters other than the Merger, our engagement is limited to certain matters about which we have been consulted. Consequently, there may exist matters of a factual or legal nature involving Legacy as to which we have not been consulted and have not represented Legacy. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. This opinion letter is delivered solely for the benefit of Legacy in connection with the filing of the Registration Statement, and no other party or entity is entitled to rely hereon without our express prior written consent.
Legacy Bank of Florida
June 14, 2021
Page 3
We hereby consent to the filing of this opinion with the Commission as Exhibit 8.2 to the Registration Statement and to the references to our firm and this opinion contained in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated by the Commission thereunder.
Very truly yours, | |
/s/ Fenimore, Kay, Harrison & Ford, LLP | |
Fenimore, Kay, Harrison & Ford, LLP |
Exhibit 99.1
LEGACY BANK OF FLORIDA
2300 Glades Road
Suite 120
Boca Raton, Florida 33431
Annual Meeting of Shareholders to be held August 4, 2021
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned shareholder of Legacy Bank of Florida, a Florida state-chartered bank (“Legacy”), having received the Notice of Annual Meeting of Shareholders and accompanying Proxy Statement/Prospectus hereby appoints Dennis G. Bedley and Bradley R. Meredith, or either of them, as the undersigned’s true and lawful attorneys and proxies, each with full powers of substitution and revocation, to represent and to vote on behalf of the undersigned all shares of capital stock of Legacy standing in the name of the undersigned or with respect to which the undersigned is entitled to vote and act at the Annual Meeting of Shareholders of Legacy (the “Legacy Annual Meeting”) to be held at 3:00 p.m. Eastern Time on August 4, 2021, and at any adjournment or postponement thereof, with all the powers the undersigned would possess if personally present, and especially without limiting the foregoing, to consider and vote upon the following matters in accordance with the instructions noted below:
1. | To approve the Agreement and Plan of Merger, dated as of March 23, 2021, as amended and restated on June 14, 2021, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, and Legacy (the “Merger Agreement”), pursuant to which Legacy will merge with and into Seacoast National Bank. |
¨ For the Proposal | ¨ Against the Proposal | ¨ Abstain |
2. | To elect three Class III members of Legacy’s board of directors. |
Director Nominees |
· Dennis G. Bedley Leo · B. Berman Thomas · M. McDonald |
¨ | FOR all nominees listed above(except as indicated below) | ¨ | WITHHOLD authority to vote for all nominees listed above |
INSTRUCTION: To withhold authority for any individual nominee, mark “FOR” above and write the nominee’s name in this space: __________________________________________________________________________.
3. | To adjourn the Legacy Annual Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Merger Agreement. |
¨ For the Proposal | ¨ Against the Proposal | ¨ Abstain |
This Proxy will be voted as directed, but if no direction to the contrary is indicated, it will be voted FOR each of the proposals. Discretionary authority is hereby conferred as to all other matters that may come before the Legacy Annual Meeting.
Dated: | |||
Printed Name of Shareholder(s) | |||
Signature of Shareholder | Additional signature (if held jointly) |
If stock is held in the name of more than one person, all holders should sign. Signatures should correspond exactly with the name or names appearing on the stock certificate(s). When signing as attorney, executor, administrator, trustee, guardian, or custodian please indicate the capacity in which you are acting. No postage is necessary.
I WILL __________ WILL NOT ___________ ATTEND THE ANNUAL SHAREHOLDERS MEETING.
PLEASE RETURN PROXY BY AUGUST 4, 2021. PLEASE MARK, SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE OR BY EMAIL TO NADINE JIMENEZ AT NJIMENEZ@LEGACYBANKFL.COM.