Current Report Filing (8-k)
November 07 2017 - 12:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 3, 2017
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
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Florida
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000-13660
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59-2260678
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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815 Colorado Avenue, Stuart, Florida
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34994
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code: (772)
287-4000
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communication pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective November 3, 2017,
Seacoast Banking Corporation of Florida, a Florida corporation (Seacoast or the Company), completed its previously announced merger (the Merger) with Palm Beach Community Bank, a Florida corporation
(PBCB), pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated May 4, 2017, by and among Seacoast, Seacoasts wholly-owned subsidiary, Seacoast National Bank, a national banking association
(Seacoast National) and PBCB. At the effective time of the Merger (the Effective Time), PBCB merged with and into Seacoast National, with Seacoast National continuing as the surviving bank.
Pursuant to the Merger Agreement, each share of PBCB common stock issued and outstanding immediately prior to the Effective Time was converted
into the right to receive (i) 0.9240 (the Exchange Ratio) of a share of Seacoast common stock (subject to the payment of cash in lieu of fractional shares) and (ii) $6.26 in cash, or a total value of $28.57 per share of PBCB common
stock. The resulting aggregate merger consideration paid by Seacoast was approximately $71.6 million. Each share of Seacoast common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger.
Immediately prior to the Merger, outstanding PBCB stock options were terminated and exchanged for an aggregate amount in cash, without
interest, equal to the product of (i) the aggregate number of shares of PBCB common stock subject to such options immediately prior to their termination multiplied by (ii) the excess, if any, of the value of the merger consideration, over the
exercise price per share of the options.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
On November 3, 2017, the Company issued a press release announcing
the completion of the Merger. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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SEACOAST BANKING CORPORATION
OF FLORIDA
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By:
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Dennis S. Hudson, III
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Dennis S. Hudson, III
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Chairman and Chief Executive Officer
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Date: November 7, 2017
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