STUART, Fla., May 18, 2017 /PRNewswire/ -- Seacoast
Banking Corporation of Florida
("Seacoast") (NASDAQ: SBCF), the holding company for Seacoast
National Bank ("Seacoast Bank"), announced today that it has signed
a definitive agreement to acquire NorthStar Banking Corporation
("NSBC"), the holding company for NorthStar
Bank, in a transaction that will expand Seacoast's presence
in the attractive Tampa market and
strengthen its position in Florida.
Pursuant to the terms of the merger agreement, NSBC,
headquartered in Tampa, will be
merged with and into Seacoast, and NorthStar Bank will be merged with and into
Seacoast Bank. Organized in 2005, NSBC has deposits of $168 million and loans of $137 million, and will increase Seacoast's assets
in Tampa by 38% to approximately
$554 million. NSBC operates three
branches in the Tampa MSA, enhancing Seacoast's presence in the
region, and expands on Seacoast's acquisition of GulfShore
Bancshares, Inc., also headquartered in Tampa, which closed in April 2017.
"This in-market transaction expands our footprint in
Tampa, Florida's second largest
MSA," said Dennis S. Hudson III,
Seacoast chairman and CEO. "The acquisition of NorthStar Banking
Corporation deepens our presence in the strategically important
Tampa market and builds on our
acquisition of GulfShore Bank, completed last month. We are
executing our 'land and expand' strategy of enlarging our initial
beachhead, as we did successfully in the adjacent Orlando market last year."
"We look forward to partnering with Seacoast and providing
our customers with access to their broad range of products," said
Scott Jacobsen, CEO of NorthStar
Banking Corporation. "Seacoast is recognized as one of Florida's preeminent community banks, with
strong local roots, a well-established brand, and a commitment to
its communities."
Under the terms of the merger agreement, NSBC shareholders will
receive 0.5605 shares of Seacoast common stock and $2.40 in cash for each share of NSBC common
stock. Based on Seacoast's 20-day volume weighted average price of
$24.26 as of May 16, 2017, the transaction is valued at
approximately $32.1 million or
$16.00 per share. Closing of the
acquisition is expected early in the fourth quarter of 2017 after
receipt of approvals from regulatory authorities, the approval of
NSBC shareholders and the satisfaction of other customary closing
conditions.
Seacoast expects the NSBC acquisition to be accretive to
earnings per share in 2017, excluding one-time transaction costs,
and have a tangible book value earnback period of approximately 1.4
years using the crossover method. The transaction also is expected
to provide an internal rate of return of over 20 percent.
The Tampa-St. Petersburg-Clearwater metropolitan region
ranks among the fastest-growing markets in the state and country
with an anticipated population growth rate of 6.5 percent by
2022. The area also has one of the Southeast's lowest
unemployment rates among metropolitan regions, at 4.1 percent in
March
2017.
Raymond James & Associates,
Inc. served as financial advisor and Alston & Bird LLP served
as legal counsel to Seacoast. Sandler O'Neill & Partners, L.P.
served as financial advisor and Bush Ross, P.A. served as legal
counsel to NSBC.
Investor Conference Call
Seacoast will host a conference call on Thursday, May 18, 2017 at 11:30 a.m. (Eastern Time) to discuss the
acquisition. Investors may call in (toll-free) by dialing
(888) 517-2513 passcode: 9951 529#. Slides will be used during the
conference call and may be accessed at Seacoast's website at
SeacoastBanking.com by selecting "Presentations" under the heading
"Investor Services." A replay of the call will be available
for one month, beginning late afternoon of May 18, 2017, by dialing (888) 843-7419 and using
passcode 9951 529#.
Alternatively, individuals may listen to the live webcast of the
presentation by visiting Seacoast's website at SeacoastBanking.com.
The link is located in the subsection "Presentations" under the
heading "Investor Services." Beginning the afternoon of
May 18, an archived version of the
webcast can be accessed from this same subsection of the
website. The archived webcast will be available for one
year.
About Seacoast Banking Corporation of Florida
Seacoast Banking Corporation of Florida is one of the largest community banks
headquartered in Florida with
approximately $4.8 billion in assets
and $3.7 billion in deposits as of
March 31, 2017. The Company provides
integrated financial services including commercial and retail
banking, wealth management, and mortgage services to customers
through advanced banking solutions, 46 traditional branches of its
locally-branded wholly-owned subsidiary bank, Seacoast Bank, and
five commercial banking centers. Offices stretch from Ft. Lauderdale, Boca
Raton and West Palm Beach
north through the Daytona Beach
area, into Orlando and
Central Florida and the adjacent
Tampa market, and west to
Okeechobee and surrounding
counties.
Important Information for Investors and
Shareholders
This communication does not constitute an offer to sell or
the solicitation of an offer to buy any securities or a
solicitation of any vote or approval, nor shall there be any sale
of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. Seacoast will file
with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 containing a proxy statement of
NSBC and a prospectus of Seacoast, and Seacoast will file other
documents with the SEC with respect to the proposed merger. A
definitive proxy statement/prospectus will be mailed to
shareholders of NSBC. Investors and security holders of Seacoast
and NSBC are urged to read the entire proxy statement/prospectus
and other documents that will be filed with the SEC carefully and
in their entirety when they become available because they will
contain important information. Investors and security holders
will be able to obtain free copies of the registration statement
and the proxy statement/prospectus (when available) and other
documents filed with the SEC by Seacoast through the website
maintained by the SEC at http://www.sec.gov. Copies
of the documents filed with the SEC by Seacoast will be available
free of charge on Seacoast's internet website or by contacting
Seacoast.
Seacoast, NSBC, their respective directors and executive
officers and other members of management and employees may be
considered participants in the solicitation of proxies in
connection with the proposed transaction. Information about the
directors and executive officers of Seacoast is set forth in its
proxy statement for its 2017 annual meeting of shareholders, which
was filed with the SEC on April 6,
2017 and its Current Reports on Form 8-K. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC when they become available.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including,
without limitation, statements about future financial and operating
results, cost savings, enhanced revenues, economic and seasonal
conditions in our markets, and improvements to reported earnings
that may be realized from cost controls and for integration of
banks that we have acquired, or expect to acquire, as well as
statements with respect to Seacoast's objectives, expectations and
intentions and other statements that are not historical facts.
Actual results may differ materially from those set forth in the
forward-looking statements.
Forward-looking statements include statements with respect to
our beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, and involve known and unknown risks,
uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance or achievements
of Seacoast to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. You should not expect us to update any
forward-looking statements.
You can identify these forward-looking statements through our
use of words such as "may," "will," "anticipate," "assume,"
"should," "support", "indicate," "would," "believe," "contemplate,"
"expect," "estimate," "continue," "further", "point to," "project,"
"could," "intend" or other similar words and expressions of the
future. These forward-looking statements may not be realized due to
a variety of factors, including, without limitation: the effects of
future economic and market conditions, including seasonality;
governmental monetary and fiscal policies, as well as legislative,
tax and regulatory changes; changes in accounting policies, rules
and practices; the risks of changes in interest rates on the level
and composition of deposits, loan demand, liquidity and the values
of loan collateral, securities, and interest sensitive assets and
liabilities; interest rate risks, sensitivities and the shape of
the yield curve; the effects of competition from other commercial
banks, thrifts, mortgage banking firms, consumer finance companies,
credit unions, securities brokerage firms, insurance companies,
money market and other mutual funds and other financial
institutions operating in our market areas and elsewhere, including
institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and
services by mail, telephone, computer and the Internet; and the
failure of assumptions underlying the establishment of reserves for
possible loan losses. The risks relating to the proposed NSBC
merger include, without limitation: the timing to consummate the
proposed merger; the risk that a condition to closing of the
proposed merger may not be satisfied; the risk that a regulatory
approval that may be required for the proposed merger is not
obtained or is obtained subject to conditions that are not
anticipated; the diversion of management time on issues related to
the proposed merger; unexpected transaction costs, including the
costs of integrating operations; the risks that the businesses will
not be integrated successfully or that such integration may be more
difficult, time- consuming or costly than expected; the potential
failure to fully or timely realize expected revenues and revenue
synergies, including as the result of revenues following the merger
being lower than expected; the risk of deposit and customer
attrition; any changes in deposit mix; unexpected operating and
other costs, which may differ or change from expectations; the
risks of customer and employee loss and business disruption,
including, without limitation, as the result of difficulties in
maintaining relationships with employees; increased competitive
pressures and solicitations of customers by competitors; as well as
the difficulties and risks inherent with entering new
markets.
All written or oral forward-looking statements attributable
to us are expressly qualified in their entirety by this cautionary
notice, including, without limitation, those risks and
uncertainties described in our annual report on Form 10-K for the
year ended December 31, 2016, under
"Special Cautionary Notice Regarding Forward-looking Statements"
and "Risk Factors", and otherwise in our SEC reports and filings.
Such reports are available upon request from the Company, or from
the Securities and Exchange Commission, including through the SEC's
Internet website at http://www.sec.gov.
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SOURCE Seacoast Banking Corporation of Florida