As filed with the Securities and Exchange Commission on January 10, 2020
Registration No. 333-            ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of
incorporation or organization)
6022
(Primary Standard Industrial
Classification Code Number)
59-2260678
(I.R.S. Employer
Identification No.)
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dennis S. Hudson, III
Chief Executive Officer
Seacoast Banking Corporation of Florida
815 Colorado Avenue
Stuart, Florida 34994
(772) 287-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Randolph A. Moore III
Alston & Bird LLP
One Atlantic Center
1201 W. Peachtree Street
Atlanta, Georgia 30309
Telephone: (404) 881-7000
Joseph B. Shearouse, III
First Bank of the Palm Beaches
615 North Dixie Highway
West Palm Beach, Florida 33401
Telephone: (561) 847-2720
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
Approximate date of commencement of proposed sale of the securities to the public:   As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described herein have been satisfied or waived.
If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company” and “emergency growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
☐ (Do not check if a smaller reporting company)
Smaller reporting company
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 14e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-party Tender Offer) ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount
to Be
Registered(1)
Proposed Maximum
Offering Price
Per Unit
Proposed Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee(3)
Common Stock $0.10 par value
1,042,699
Not applicable
$ 17,360,925 $ 2,253.45
(1)
The maximum number of full shares issuable upon consummation of the transaction described herein. Pursuant to Rule 416, this registration statement also covers additional shares that may be issued as a result of stock splits, stock dividends or similar transactions.
(2)
Computed in accordance with Rule 457(f)(2) solely for the purpose of calculating the registration fee and based upon $3.33 (the book value per share of First Bank of the Palm Beaches common stock as of January 9, 2020) multiplied by 5,213,491 (the maximum number of such shares that may be exchanged for the securities being registered).
(3)
Determined in accordance with Section 6(b) of the Securities Act, at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED January 10, 2020
PRELIMINARY PROXY STATEMENT/PROSPECTUS
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MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT
To the Shareholders of First Bank of the Palm Beaches:
On November 19, 2019, Seacoast Banking Corporation of Florida, or Seacoast, Seacoast National Bank, or SNB, and First Bank of the Palm Beaches, or First Bank, entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of our two banks. Under the merger agreement, First Bank will merge with and into SNB, with SNB as the surviving bank (which we refer to as the “merger”). The acquisition will expand Seacoast’s presence in the attractive Palm Beach market and strengthen its position in the state.
In the merger, each share of First Bank Class A common stock and Class B common stock, which we collectively refer to as First Bank common stock (except for specified shares of First Bank common stock held by First Bank, Seacoast or SNB and any dissenting shares), will be converted into the right to receive 0.2000 (which we refer to as the “exchange ratio”) of a share of Seacoast common stock (which we refer to as the “merger consideration” and also in an aggregate consideration amount as the “aggregate merger consideration”). In the event that First Bank’s consolidated tangible shareholders’ equity, as defined in the merger agreement, is less than First Bank’s target consolidated tangible shareholders’ equity (defined in the merger agreement as $14,104,000, less the impact of after-tax permitted expenses including (i) those reasonable expenses incurred in connection with the merger and (ii) the fee payable to First Bank’s financial advisor) and First Bank’s general allowance for loan and lease losses is less than 0.73% of total loans and leases outstanding, then Seacoast shall have the option to adjust the merger consideration downward by an amount that is reflective of the overall shortfall between First Bank’s target consolidated tangible shareholders’ equity and First Bank’s consolidated tangible shareholders’ equity.
The market value of the merger consideration will fluctuate with the market price of Seacoast common stock and other factors and will not be known at the time First Bank shareholders vote on the merger agreement. Based on the closing price of Seacoast’s common stock on the NASDAQ Global Select Market on            , 2020, the last practicable date before the date of this document, the value of the per share stock consideration payable to holders of First Bank common stock was approximately $      . We urge you to obtain current market quotations for Seacoast common stock (trading symbol “SBCF”) because the value of the per share stock consideration will fluctuate.
Based on the current number of shares of First Bank common stock outstanding, Seacoast expects to issue up to approximately     million shares of common stock to the First Bank shareholders. Upon completion of the merger, current First Bank shareholders will own approximately 1.99% of the common stock of Seacoast immediately following the merger. However, any increase or decrease in the number of shares of First Bank common stock outstanding that occurs for any reason prior to the completion of the merger will cause the actual number of shares issued upon completion of the merger to change.
First Bank will hold a special meeting of its shareholders in connection with the merger. Holders of First Bank common stock will be asked to vote to approve the merger agreement and related matters as described in this proxy statement/prospectus. First Bank shareholders will also be asked to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement and related matters, as described in this proxy statement/prospectus.
The special meeting of First Bank shareholders will be held on            , 2020 at            ,     , West Palm Beach, Florida, at    local time.
First Bank’s board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of First Bank and its shareholders, has authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement and recommends that First Bank shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the First Bank special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.
This document, which serves as a proxy statement for the special meeting of First Bank shareholders and as a prospectus for the shares of Seacoast common stock to be issued in the merger to First Bank shareholders, describes the special meeting of First Bank, the merger, the documents related to the merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page 11, for a discussion of the risks relating to the proposed merger. You also can obtain information about Seacoast from documents that Seacoast has filed with the Securities and Exchange Commission.
If you have any questions concerning the merger, First Bank shareholders should contact Joseph B. Shearouse, III, 615 North Dixie Highway, West Palm Beach, Florida 33401, (561) 847-2720. We look forward to seeing you at the meeting.
Joseph B. Shearouse, III
Chairman & Chief Executive Officer
First Bank of the Palm Beaches
Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the merger, the issuance of the Seacoast common stock to be issued in the merger or the other transactions described in this document or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Seacoast or First Bank, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.
The date of this proxy statement/prospectus is            , 2020, and it is first being mailed or otherwise delivered to the shareholders of First Bank on or about            , 2020.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON            , 2020
To the Shareholders of First Bank of the Palm Beaches:
First Bank of the Palm Beaches (“First Bank”) will hold a special meeting of shareholders at   local time, on            , 2020, at           , West Palm Beach, Florida           , for the following purposes:

for holders of First Bank common stock to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of November 19, 2019, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank and First Bank, pursuant to which First Bank will merge with and into Seacoast National Bank, as more fully described in the attached proxy statement/prospectus; and

for holders of First Bank common stock to consider and vote upon a proposal to adjourn the First Bank special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.
We have fixed the close of business on            , 2020 as the record date for the First Bank special meeting. Only holders of record of First Bank common stock at that time are entitled to notice of, and to vote at, the First Bank special meeting, or any adjournment or postponement of the First Bank special meeting. In order for the merger agreement to be approved, the affirmative vote of at least a majority of the outstanding shares of First Bank common stock must be voted in favor of the proposal to approve the merger agreement. The special meeting may be adjourned from time to time upon approval of holders of First Bank common stock without notice other than by announcement at the meeting of the adjournment thereof, and any and all business for which notices hereby given may be transacted at such adjourned meeting.
First Bank shareholders are entitled to assert dissenters’ rights pursuant to Section 658.44 of the Florida Financial Institutions Code (a copy of which is attached as Appendix C to the accompanying proxy statement/prospectus) in connection with the approval of the merger agreement. The dissenters’ rights law provides that, if the merger is consummated, a dissenting shareholder will be entitled to payment in cash of the value of only those shares held by the shareholder (i) which at the First Bank special meeting are voted “AGAINST” approval of the merger agreement or (ii) with respect to which the shareholder has given written notice to First Bank, at or prior to the First Bank special meeting, that such shareholder dissents from the merger and which shares are not voted “FOR” approval of the merger agreement. For more information, please see “The Merger — Dissenters’ Rights for First Bank Shareholders” beginning on page 46.
Your vote is very important. We cannot complete the merger unless First Bank’s shareholders approve the merger agreement.
Regardless of whether you plan to attend the First Bank special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope as described on the proxy card. If you hold your stock in “street name” through a bank or broker, please follow the instructions on the voting instruction card furnished by the record holder.
The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, including the merger agreement, and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices carefully and in their entirety. If you have any

questions concerning the merger or the proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need help voting your shares of First Bank common stock, please contact Joseph B. Shearouse, III , 615 North Dixie Highway, West Palm Beach, Florida 33401 at (561) 847-2720.
First Bank’s board of directors has determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable, fair to and in the best interests of First Bank and its shareholders, has authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement and recommends that First Bank shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the First Bank special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.
By Order of the Board of Directors,
Joseph B. Shearouse, III
Chairman & Chief Executive Officer
West Palm Beach, Florida
           , 2020

WHERE YOU CAN FIND MORE INFORMATION
Seacoast Banking Corporation of Florida
Seacoast files annual, quarterly, current and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”). You can obtain any of the documents filed with or furnished to the SEC by Seacoast at no cost from the SEC’s website located at http://www.sec.gov. You will also be able to obtain these documents, free of charge, from Seacoast by accessing Seacoast’s website at www.seacoastbanking.com. Copies can also be obtained, free of charge, by directing a written request to:
Seacoast Banking Corporation of Florida
815 Colorado Avenue
P.O. Box 9012
Stuart, Florida 34994
Attn: Investor Relations
Telephone: (772) 288-6085
Seacoast has filed a Registration Statement on Form S-4 to register with the SEC up to 1,042,699 shares of Seacoast common stock to be issued pursuant to the merger. This proxy statement/prospectus is a part of that Registration Statement on Form S-4. As permitted by SEC rules, this proxy statement/​prospectus does not contain all of the information included in the Registration Statement on Form S-4 or in the exhibits or schedules to the Registration Statement on Form S-4. The Registration Statement on Form S-4, including any amendments, schedules and exhibits, is also available, free of charge, by accessing the websites of the SEC and Seacoast or upon written request to Seacoast at the address set forth above.
Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the Registration Statement on Form S-4. This proxy statement/prospectus incorporates important business and financial information about Seacoast that is not included in or delivered with this document, including incorporating by reference documents that Seacoast has previously filed with the SEC. These documents contain important information about Seacoast and its financial condition. See “Documents Incorporated by Reference” beginning on page 83. These documents are available free of charge upon written request to Seacoast at the address listed above.
To obtain timely delivery of these documents, you must request them no later than            , 2020 in order to receive them before the First Bank special meeting of shareholders.
Except where the context otherwise specifically indicates, Seacoast supplied all information contained in, or incorporated by reference into, this proxy statement/prospectus relating to Seacoast, and First Bank supplied all information contained in this proxy statement/prospectus relating to First Bank.
First Bank
First Bank does not have a class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”), is not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and accordingly does not file documents and reports with the SEC.
If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of First Bank common stock, please contact First Bank at:
First Bank of the Palm Beaches
615 North Dixie Highway
West Palm Beach, Florida 33401
Attention: Joseph B. Shearouse, III, Chairman & Chief Executive Officer
Telephone: (561) 847-2720
i

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/prospectus. No one has been authorized to give any information or make any representation about the merger or Seacoast or First Bank that differs from, or adds to, the information in this proxy statement/​prospectus or in documents that are incorporated by reference herein and publicly filed with the SEC. Therefore, if anyone does give you different or additional information, you should not rely on it. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus, and you should not assume that any information incorporated by reference into this document is accurate as of any date other than the date of such other document, and neither the mailing of this proxy statement/prospectus to First Bank shareholders nor the issuance of Seacoast common stock in the merger shall create any implication to the contrary.
This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction.
ii

TABLE OF CONTENTS
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APPENDICES:
A-1
B-1
C-1
We have not authorized any person to give any information or make any representation about the merger of Seacoast Banking Corporation of Florida or First Bank of the Palm Beaches that differs from, or adds to, the information in this proxy statement/prospectus or in documents that are publicly filed with the SEC. Therefore, if anyone does give you different or additional information, you should not rely on it.
v

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING
The following are answers to certain questions that you may have regarding the special meeting and merger. The parties urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. In this proxy statement/prospectus we refer to Seacoast Banking Corporation of Florida as “Seacoast,” Seacoast National Bank as “SNB” and First Bank of the Palm Beaches as “First Bank.”
Q:
Why am I receiving this proxy statement/prospectus?
A:
Seacoast, SNB and First Bank have entered into an Agreement and Plan of Merger, dated as of November 19, 2019 (which we refer to as the “merger agreement”) pursuant to which First Bank will merge with and into Seacoast’s wholly owned bank subsidiary, SNB, with SNB continuing as the surviving bank and using the name “Seacoast National Bank” (the “merger”). A copy of the merger agreement is included in this proxy statement/prospectus as Appendix A.
The merger cannot be completed unless, among other things, a majority of the outstanding shares of First Bank Class A common stock and Class B common stock (which we refer to collectively as “First Bank common stock”) vote in favor of the proposal to approve the merger agreement.
In addition, First Bank is soliciting proxies from holders of First Bank common stock with respect to a proposal to adjourn the First Bank special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement if there are insufficient votes at the time of such adjournment to approve such proposal.
First Bank will hold a special meeting to obtain these approvals. This proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the special meeting, and you should read it carefully. It is a proxy statement because First Bank’s board of directors is soliciting proxies from its shareholders. It is a prospectus because Seacoast will issue shares of Seacoast common stock to holders of First Bank common stock in connection with the merger. The enclosed materials allow you to have your shares voted by proxy without attending the First Bank meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.
Q:
Why do Seacoast and First Bank want to merge?
A:
We believe the combination of Seacoast and First Bank will create one of the leading community banking franchises in the Palm Beach market, providing our customers with additional branch locations and our shareholders with improved market share. The First Bank board of directors has unanimously determined that the merger is advisable, fair to and in the best interests of First Bank and its shareholders and recommends that the First Bank shareholders vote “FOR” approval of the merger agreement. For more information about the reasons for the merger, see “The Merger — Seacoast’s Reasons for the Merger” and “The Merger — First Bank’s Reasons for the Merger and The Recommendation of the First Bank Board of Directors.”
Q:
What will I receive in the merger?
A:
If the merger is completed, for each share of First Bank common stock that you hold (other than dissenters’ shares) immediately prior to the effective time of the merger, you will receive 0.2000, which we refer to as the exchange ratio, of a share of Seacoast common stock (which we refer to as the “merger consideration,” and also referred to in an aggregate consideration amount as the “aggregate merger consideration”). If First Bank’s consolidated tangible shareholders’ equity, as defined in the merger agreement, is less than $14,104,000 (less the after-tax impact of permitted expenses) and First Bank’s general allowance for loan and lease losses is less than 0.73% of total loans and leases outstanding, Seacoast shall have the option to adjust the merger consideration downward by an amount that is reflective of the overall shortfall between $14,104,000 (less the after-tax impact of permitted expenses) and First Bank’s consolidated tangible shareholders’ equity.
vi

Seacoast will not issue any fractional shares of Seacoast common stock in the merger. Rather, First Bank shareholders who would otherwise be entitled to a fractional share of Seacoast common stock upon the completion of the merger will instead receive cash (without interest and rounded to the nearest whole cent) in an amount equal to such fractional part of a share of Seacoast common stock, rounded to the nearest one hundredth of a share, multiplied by the average of the daily volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the twenty trading days ending on the trading day immediately prior to the determination date, which is defined as the later of the date on which the last required regulatory consent is obtained without regard to any requisite waiting period or the date on which the First Bank shareholder approval is obtained.
Q:
Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?
A:
Yes, the value of the merger consideration will fluctuate between the date of this proxy statement/​prospectus and the completion of the merger based upon the market value of Seacoast common stock and certain other adjustments. Any fluctuation in the market price of Seacoast common stock after the date of this proxy statement/prospectus will change the value of the shares of Seacoast common stock that First Bank shareholders will receive.
Q:
How will the merger impact First Bank equity awards?
A:
Prior to the effective time of the merger, First Bank will take all actions necessary to cause each First Bank equity award issued and outstanding immediately prior to the effective time to be terminated in exchange for an amount in cash equal to (i) the aggregate number of shares of First Bank common stock subject to such equity award prior to termination multiplied by (ii) the excess, if any, of  (A) the value of the merger consideration, as finally determined as of the effective time of the merger, over (B) the exercise price per share for the applicable equity award. First Bank had a total of 658,399 stock options outstanding at November 19, 2019, of which 503,260 were vested and 155,139 were not vested.
Q:
How does First Bank’s board of directors recommend that I vote at the special meeting?
A:
First Bank’s board of directors recommends that you vote “FOR” the proposal to approve the merger agreement and “FOR” the adjournment proposal.
Q:
When and where is the special meeting?
A:
The First Bank special meeting will be held at       , West Palm Beach, Florida, on            , 2020 at       local time.
Q:
Who can vote at the special meeting of shareholders?
A:
Holders of record of First Bank common stock at the close of business on            , 2020, which is the date that the First Bank board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.
Q:
What will happen to First Bank following the merger?
A:
Immediately following the effective time of the merger, First Bank will merge with and into SNB, with SNB being the surviving bank.
Q:
What do I need to do now?
A:
After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the special meeting. You must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope as soon as possible. If you hold your shares in “street name” through a bank, broker or other nominee, you must direct your bank, broker or other nominee how to vote in accordance with the instructions
vii

you have received from your bank, broker or other nominee. “Street name” shareholders who wish to vote in person at the special meeting will need to obtain a proxy form from the institution that holds their shares.
Q:
What constitutes a quorum for the special meeting?
A:
The presence at the special meeting, in person or by proxy, of holders of a majority of the outstanding shares of First Bank common stock will constitute a quorum for the transaction of business. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.
Q:
What is the vote required to approve each proposal?
A:
Approval of the merger agreement requires the affirmative vote of a majority of the outstanding shares of First Bank common stock entitled to vote on the merger agreement as of the close of business on           , 2020, the record date for the special meeting. If you (1) fail to submit a proxy or vote in person at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the merger agreement proposal and no effect on the adjournment proposal. The adjournment proposal will be approved if the votes of First Bank common stock cast in favor of the adjournment proposal exceed the vote cast against the adjournment proposal.
Q:
Why is my vote important?
A:
If you do not submit a proxy or vote in person, it may be more difficult for First Bank to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote in person, or abstention will have the same effect as a vote against approval of the merger agreement. The merger agreement must be approved by the affirmative vote of a majority of the outstanding shares of First Bank common stock entitled to vote on the merger agreement. First Bank’s board of directors recommends that you vote “FOR” the proposal to approve the merger agreement.
Q:
How many votes do I have?
A:
You are entitled to one vote for each share of First Bank common stock that you owned as of the close of business on the record date. As of the close of business on the record date,       shares of First Bank Class A common stock and        shares of First Bank Class B common stock were outstanding and entitled to vote at the First Bank special meeting, respectively.
Q:
Do First Bank directors and executive officers have interests in the merger that are different from, or in addition to, my interests?
A:
Yes. In considering the recommendation of the First Bank’s board of directors with respect to the merger agreement, you should be aware that some of First Bank’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of First Bank’s shareholders generally. Interests of certain officers and directors that may be different from or in addition to the interests of First Bank’s shareholders include, but are not limited to, the receipt of continued indemnification and insurance coverage under the merger agreement, the receipt of a cash payment in exchange for termination of the equity awards and the payment of change in control payments to certain executives.
Q:
If my shares are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote my shares for me?
A:
No. Your bank, broker, or other nominee cannot vote your shares without instructions from you. You should instruct your bank, broker, or other nominee how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank, broker, or other nominee.
Q:
Can I attend the special meeting and vote my shares in person?
A:
Yes. All First Bank shareholders, including shareholders of record and shareholders who hold their shares through nominees or any other holder of record, are invited to attend the special meeting.
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Holders of record of First Bank common stock can vote in person at the special meeting. If you are not a shareholder of record, you must obtain a proxy, executed in your favor, from the record holder of your shares to be able to vote in person at the special meeting. If you plan to attend the special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted. First Bank reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited without First Bank’s express written consent.
Q:
Can I change my vote?
A:
Yes. If you are a holder of record of First Bank common stock, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to First Bank’s corporate secretary or (3) attending the special meeting in person, notifying the corporate secretary and voting by ballot at the special meeting. Attendance at the special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by First Bank after the vote will not affect the vote. First Bank’s corporate secretary’s mailing address is: First Bank of the Palm Beaches, 615 North Dixie Highway, West Palm Beach, Florida 33401.
Q:
What are the U.S. federal income tax consequences of the merger to holders of First Bank common stock?
A:
The merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” Assuming the merger so qualifies, holders of First Bank common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock that they receive in the merger. However, First Bank stockholders may recognize gain or loss in connection with cash received in lieu of any fractional shares of Seacoast common stock they would otherwise be entitled to receive.
For further information, see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”
The U.S. federal income tax consequences described above may not apply to all holders of First Bank stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.
Q:
Are First Bank shareholders entitled to dissenters’ rights?
A:
Yes. First Bank shareholders are entitled to dissenters’ rights under Section 658.44 of the Florida Financial Institutions Code (the “FFIC”), a copy of which is attached as Appendix C to this proxy statement/prospectus. If you wish to assert dissenters’ rights, you (i) must vote “AGAINST” the Merger agreement proposal at the First Bank special meeting or (ii) must deliver to First Bank, at or prior to the First Bank special meeting, written notice of your intent to demand payment for your shares if the merger is consummated and you must not vote “FOR” approval of the merger agreement proposal. A summary of these procedures can be found under “The Merger — Dissenters Rights for First Bank Shareholders” beginning on page 46 and detailed information about the special meeting can be found under “Information About the Special Meeting” on page 22. Due to the complexity of the procedures for exercising dissenters’ rights, First Bank shareholders who are considering exercising such rights are encouraged to seek the advice of legal counsel. Failure to strictly comply with the applicable Florida law provisions will result in the loss of dissenters’ rights.
Q:
What should I do if I hold my shares of First Bank stock in book-entry form?
A:
You are not required to take any specific actions if your shares of First Bank stock are held in book-entry form. After the completion of the merger, shares of First Bank stock held in book-entry form automatically will be exchanged for the merger consideration, including shares of Seacoast common stock in book-entry form and any cash to be paid in exchange for fractional shares in the merger, as applicable.
ix

Q:
If I am a First Bank shareholder, should I send in my stock certificates now?
A:
No. Please do not send in your First Bank stock certificates with your proxy. Seacoast’s transfer agent, Continental Stock Transfer and Trust Company, will send you instructions for exchanging First Bank stock certificates for the merger consideration. See “The Merger Agreement — Procedures for Converting Shares of First Bank Common Stock into Merger Consideration” beginning on page 52 of this proxy statement/prospectus.
Q:
Whom may I contact if I cannot locate my First Bank stock certificate(s)?
A:
If you are unable to locate your original First Bank stock certificate(s), you should contact Joseph B. Shearouse, III, 615 North Dixie Highway, West Palm Beach, Florida 33401, (561) 847-2720. Following the merger, any inquiries should be directed to Seacoast’s transfer agent, Continental Stock Transfer and Trust Company at 1 State Street, 30th Floor, New York, New York 10004, or at (212) 509-4000.
Q:
When do you expect to complete the merger?
A:
Seacoast and First Bank expect to complete the merger in the first quarter of 2020. However, neither Seacoast nor First Bank can assure you when or if the merger will occur. First Bank must first obtain the approval of First Bank shareholders for the merger and Seacoast must receive the necessary regulatory approvals.
Q:
What happens if I sell or transfer ownership of shares of First Bank common stock after the record date for the First Bank special meeting?
A:
The record date for the First Bank special meeting is earlier than the expected date of completion of the merger. Therefore, if you sell or transfer ownership of your shares of First Bank common stock after the record date for the First Bank special meeting, but prior to completion of the merger, you will retain the right to vote at the First Bank special meeting, but the right to receive the merger consideration will transfer with the shares of First Bank common stock.
Q:
What happens if the merger is not completed?
A:
If the merger is not completed, holders of First Bank common stock will not receive any consideration for their shares of First Bank common stock that otherwise would have been received in connection with the merger. Instead, First Bank will remain an independent bank.
Q:
Whom should I call with questions?
A:
If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of First Bank common stock, please contact: Joseph B. Shearouse, III, 615 North Dixie Highway, West Palm Beach, Florida 33401 at (561) 847-2720.
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SUMMARY
The following summary highlights selected information from this proxy statement/prospectus. It does not contain all of the information that is important to you. Each item in this summary refers to the page where that subject is discussed in more detail. You should carefully read the entire proxy statement/prospectus and the other documents to which we refer to understand the merger fully. See “Where You Can Find More Information” on how to obtain copies of those documents. In addition, the merger agreement is attached as Appendix A to this proxy statement/prospectus. First Bank and Seacoast encourage you to read the merger agreement because it is the legal document that governs the merger.
Unless the context otherwise requires throughout this document, “we,” and “our” refer collectively to Seacoast and First Bank. The parties refer to the proposed merger of First Bank with and into SNB as the “merger” and the Agreement and Plan of Merger, dated November 19, 2019, by and among Seacoast, SNB and First Bank as the “merger agreement.”
Information Regarding Seacoast, SNB and First Bank
Seacoast Banking Corporation of Florida
Seacoast National Bank
815 Colorado Avenue
Stuart, Florida 34994
(772) 288-6085
Seacoast is a bank holding company, incorporated in Florida in 1983, and registered under the Bank Holding Company Act of 1956, as amended, or the BHC Act. Seacoast’s principal subsidiary is SNB, a national banking association. SNB commenced its operations in 1933 and operated as “First National Bank & Trust Company of the Treasure Coast” prior to 2006 when it changed its name to Seacoast National Bank.
Seacoast and its subsidiaries provide integrated financial services, including commercial and retail banking, wealth management and mortgage services to customers through advanced banking solutions and 48 traditional branches of SNB. 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.
Seacoast is one of the largest community banks headquartered in Florida with approximately $6.9 billion in assets and $5.7 billion in deposits as of September 30, 2019.
First Bank of the Palm Beaches
615 North Dixie Highway
West Palm Beach, Florida 33401
Telephone: (561) 847-2720
First Bank of the Palm Beaches, or First Bank, is a community bank that was founded in 2006 by Palm Beach County business men and women as a friendly banking alternative to the mega banks. First Bank was founded on the belief that there has always been and will always be the need for a community bank whose bankers understand the local economy and the people that make it go. To that end, First Bank focuses on building personal relationships while also offering modern online banking and financial technology solutions.
First Bank’s mission is to provide exceptional banking services to residents and businesses located in the communities it serves by offering and delivering these services with the highest degree of professionalism and courtesy by employing bankers who are highly engaged and deeply rooted in the community. Underlying First Bank’s community-focused strategy are its core values of availability, honest, and community. First Bank takes pride in knowing its customers and understanding their unique needs and seeks to bolster strong customer relationships though local decision-making, investing in community, and making banking simple for customers.
With a management team possessing more than 194 years of combined banking experience, First Bank believes that its team has a thorough knowledge of the local market, their competition, and banking and regulatory requirements. First Bank believes that its focus on human capital has helped develop technical
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abilities and skill set diversity among its banking team, which has encouraged a strong sense of team, resulting in quality staff and employee loyalty. First Bank’s culture is client-focused with an emphasis on active community engagement.
At September 30, 2019, First Bank had total assets of approximately $189.1 million, gross loans of approximately $150.2 million, total deposits of approximately $171.7 million, and total shareholders’ equity of approximately $16.4 million.
Regulatory Approvals
Completion of the merger is subject to various regulatory approvals, including approvals from the Office of the Comptroller of the Currency, or OCC. Notifications and/or applications requesting approvals for the merger may also be submitted to other federal and state regulatory authorities and self-regulatory organizations. The parties have filed notices and applications to obtain the necessary regulatory approvals of the OCC. The parties cannot be certain when or if they will obtain approval from the OCC or, if obtained, whether such approval will contain terms, conditions or restrictions not currently contemplated that will be detrimental to or have a material adverse effect on the combined company after the completion of the merger. The regulatory approvals to which the completion of the merger are subject are described in more detail under the section entitled “The Merger — Regulatory Approvals,” beginning on page 46 of this proxy statement/prospectus.
The Merger (see page 52)
The terms and conditions of the merger are contained in the merger agreement, a copy of which is included as Appendix A to this proxy statement/prospectus and is incorporated by reference herein. You should read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.
In the merger, First Bank will merge with and into SNB, with SNB as the surviving bank of such merger.
Closing and Effective Time of the Merger (see page 52)
The closing date is currently expected to occur in the first quarter of 2020. Simultaneously with the closing of the merger, Seacoast will file the articles of merger with the Florida Department of State. The merger will become effective on a mutually agreeable date following the date on which the satisfaction or waiver of the closing conditions have occurred. Neither Seacoast nor First Bank can predict, however, the actual date on which the merger will be completed because it is subject to factors beyond each company’s control, including whether or when the required regulatory approvals and First Bank’s shareholder approvals will be received.
Merger Consideration (see page 52)
Under the terms of the merger agreement, each share of First Bank common stock outstanding immediately prior to the effective time of the merger (excluding certain shares held by Seacoast, First Bank, SNB and their wholly-owned subsidiaries and dissenting shares described below) will be converted into the right to receive 0.2000, which we refer to as the exchange ratio, of a share of Seacoast common stock (which we refer to as the “merger consideration,” and also referred to in an aggregate consideration amount as the “aggregate merger consideration”). Please see “The Merger Agreement — Consideration” for more information. If First Bank’s consolidated tangible shareholders’ equity, as defined in the merger agreement, is less than $14,104,000 (less the after-tax impact of permitted expenses) and First Bank’s general allowance for loan and lease losses is less than 0.73% of total loans and leases outstanding, Seacoast shall have the option to adjust the merger consideration downward by an amount that is reflective of the overall shortfall between $14,104,000 (less the after-tax impact of permitted expenses) and First Bank’s consolidated tangible shareholders’ equity.
For each fractional share that would otherwise be issued, Seacoast will pay cash (without interest and rounded to the nearest whole cent) in an amount equal to such fractional part of a share of Seacoast common stock, rounded to the nearest one hundredth of a share, multiplied by the average of the daily
2

volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the twenty (20) trading days ending on the trading day immediately prior to the determination date, which is defined as the later of the date on which the last required regulatory consent is obtained without regard to any requisite waiting period or the date on which the First Bank shareholder approval is obtained. No holder will be entitled to dividends, voting rights or any other rights as a shareholder in respect of any fractional share.
The value of the shares of Seacoast common stock to be issued in the merger will fluctuate between now and the closing date of the merger. Based on the closing price of Seacoast common stock on November 18, 2019, the last trading day before the signing of the merger agreement, the value of the merger consideration payable to holders of First Bank common stock was approximately $32.9 million, or $5.91 per share of common stock (which includes First Bank stock options). Based on the closing price of Seacoast common stock on            , 2020, the last practicable date before the date of this document, the value of the merger consideration payable to holders of First Bank common stock was approximately $      . First Bank shareholders should obtain current sale prices for Seacoast common stock, which is traded on the NASDAQ Global Select Market under the symbol “SBCF.”
Equivalent First Bank Common Stock Per Share Value (see page    )
Seacoast common stock trades on the NASDAQ Global Select Market under the symbol “SBCF.” First Bank common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for First Bank common stock. The following table presents the closing price of Seacoast common stock on November 18, 2019, the last trading date prior to the public announcement of the merger agreement, and            , 2020, the last practicable trading day prior to the printing of this proxy statement/prospectus. The table also presents the equivalent value of the merger consideration per share of First Bank common stock on those dates, calculated by multiplying the closing sales price of Seacoast common stock on those dates by the exchange ratio of 0.2000.
Date
Seacoast
closing
sale price
Equivalent
First Bank
per share value
November 18, 2019
$ 29.53 $ 5.91
           , 2020
$ $
The value of the shares of Seacoast common stock to be issued in the merger will fluctuate between now and the closing date of the merger. If Seacoast shares increase in value, so will the value of the merger consideration to be received by First Bank shareholders. Similarly, if Seacoast shares decline in value, so will the value of the merger consideration to be received by First Bank shareholders. First Bank shareholders should obtain current sale prices for Seacoast common stock.
Procedures for Converting Shares of First Bank Common Stock into Merger Consideration (see page    )
Promptly after the effective time of the merger, Seacoast’s exchange agent, Continental Stock Transfer and Trust Company, will mail to each holder of record of First Bank common stock that is converted into the right to receive the merger consideration a letter of transmittal and instructions for the surrender of the holder’s First Bank stock certificate(s) for the merger consideration (including cash in lieu of any fractional Seacoast shares), and any dividends or distributions to which such holder is entitled to pursuant to the merger agreement.
Please do not send in your certificates until you receive these instructions.
Material U.S. Federal Income Tax Consequences of the Merger (see page 44)
The merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code and the merger agreement will constitute a “plan of reorganization” as such term is used in Sections 354 and 361 of the Code. Assuming the merger so qualifies, holders of First Bank common stock are not
3

expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock they receive in the merger. However, First Bank stockholders may recognize gain or loss in connection with cash received in lieu of any fractional shares of Seacoast common stock they would otherwise be entitled to receive.
It is a condition to Seacoast’s obligation to complete the merger that it receives a tax opinion, dated the closing date of the merger, that the merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. This opinion, however, will not bind the Internal Revenue Service or the courts, which could take a contrary view. For further information, see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger — Tax Consequences of the Merger Generally.”
The U.S. federal income tax consequences described above may not apply to all holders of First Bank stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.
Dissenters’ Rights (see page     and Appendix C)
Under Florida law, First Bank shareholders have the right to dissent from the merger and receive whatever consideration may be determined to be due to such dissenting shareholder under Section 658.44 of the FFIC instead of receiving the merger consideration. To exercise dissenters’ rights, First Bank shareholders must strictly follow the procedures established by Section 658.44 of the FFIC, which include either voting “AGAINST” the merger agreement proposal at the First Bank special meeting or delivering to First Bank at or prior to the First Bank special meeting written notice of the shareholder’s intent to demand payment for the shares of First Bank common stock if the merger agreement proposal is approved and not voting for the merger agreement proposal.
Opinion of First Bank’s Financial Advisor (see page 32 and Appendix B)
In connection with the merger, First Bank’s financial advisor, Keefe, Bruyette & Woods, Inc. (“KBW”), delivered a written opinion, dated November 19, 2019, to the First Bank board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of First Bank common stock of the exchange ratio in the proposed merger. The full text of the opinion, which describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion, is attached as Appendix B to this document. The opinion was for the information of, and was directed to, the First Bank board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion does not address the underlying business decision of First Bank to engage in the merger or enter into the merger agreement or constitute a recommendation to the First Bank board of directors in connection with the merger, and it does not constitute a recommendation to any holder of First Bank common stock or any shareholder of any other entity as to how to vote or act in connection with the merger or any other matter.
For further information, please see the section entitled “The Merger — Opinion of First Bank’s Financial Advisor” beginning on page 32.
Recommendation of the First Bank Board of Directors (see page 29)
After careful consideration, the First Bank board of directors recommends that First Bank shareholders vote “FOR” the approval of the merger agreement and the approval of the adjournment proposal described in this document. Each of the directors of First Bank, who as of the date of the merger agreement held shares of First Bank common stock, certain executive officers of First Bank and each beneficial holder of 5% or more of First Bank’s outstanding shares of common stock have entered into a shareholder support agreement with Seacoast pursuant to which each has agreed to vote “FOR” the approval of the merger agreement and the transactions contemplated thereby, subject to the terms of the shareholder support agreement.
For more information regarding the shareholder support agreements, please see the section entitled “Information About the First Bank Special Meeting — Shares Subject to Shareholder Support Agreement; Shares Held by Directors and Executive Officers.”
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For a more complete description of First Bank’s reasons for the merger and the recommendations of the First Bank board of directors, please see the section entitled “The Merger — First Bank’s Reasons for the Merger and Recommendation of First Bank’s Board of Directors” beginning on page 29.
Interests of First Bank Directors and Executive Officers in the Merger (see page 48)
In considering the recommendation of the First Bank’s board of directors with respect to the merger agreement, you should be aware that some of First Bank’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of First Bank’s shareholders generally, including:

First Bank’s directors and executive officers are entitled to continued indemnification and insurance coverage under the merger agreement.

The merger agreement provides for the termination of each Company equity award issued and outstanding in exchange for the receipt of a cash payment.

Certain First Bank executives are entitled to certain payments upon a change of control of First Bank.
These interests are discussed in more detail in the section entitled “The Merger — Interests of First Bank Directors and Executive Officers in the Merger” beginning on page 48. The First Bank board of directors was aware of the different or additional interests set forth herein and considered such interests along with other matters in adopting and approving the merger agreement and the transactions contemplated thereby, including the merger.
Treatment of First Bank Equity Awards (see page 53)
The merger agreement requires First Bank to take all actions necessary to cause each First Bank equity award issued and outstanding immediately prior to the effective time of the merger to be terminated in exchange for an amount in cash, without interest, equal to the product of  (i) the aggregate number of shares of First Bank common stock subject to such equity award immediately prior to its termination, multiplied by (ii) the excess, if any, of the value of merger consideration, as finally determined as of the effective time over the exercise price per share of the applicable equity award.
Conditions to Completion of the Merger (see page 62)
The completion of the merger depends on a number of conditions being fulfilled or, where permitted by applicable law, written waiver by the parties, including but not limited to:

the approval of the merger agreement and the transactions contemplated thereby by First Bank shareholders;

all regulatory consents required to consummate the transactions contemplated by the merger agreement shall have been obtained or made and remain in full force and effect and all waiting periods required by law shall have expired, and such regulatory consents shall not be subject to any condition or consequence that would have a material adverse effect on Seacoast or any of its subsidiaries after the effective time of the merger;

the absence of any judgment, order, injunction or decree issued by any governmental authority preventing the consummation of the merger and the absence of law or order by any governmental authority that prohibits, restrains or makes illegal the consummation of the merger;

the effectiveness of the Registration Statement on Form S-4, of which this proxy statement/​prospectus is a part, under the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending such effectiveness having been issued and no proceedings for that purpose shall have been initiated and be continuing by the SEC;

the approval for listing on the NASDAQ Global Select Market of the shares of Seacoast common stock to be issued in the merger;
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the accuracy, subject to varying degrees of materiality, of the other party’s representations and warranties in the merger agreement on the date of the merger agreement and as of the effective time of the merger (or such other date specified in the merger agreement);

performance and compliance in all material respects by the other party of its respective obligations under the merger agreement;

in the case of Seacoast, First Bank’s receipt of all consents, approvals, authorizations, clearances, exemptions, waivers or similar affirmations required as a result of the transactions contemplated by the merger agreement pursuant to certain contracts;

in the case of Seacoast, the holders of no more than 5% of First Bank common stock shall have exercised their dissenters’ rights under the FFIC;

the absence of any event which has had or is reasonably likely to have a material adverse effect on the other party;

in the case of Seacoast, receipt by Seacoast of an opinion of its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code;

in the case of Seacoast, the executed claims letters and restrictive covenant agreements from certain of First Bank’s executive officers and directors;

in the case of Seacoast, First Bank’s consolidated tangible shareholders’ equity as of the close of business on the fifth business day prior to the closing of the merger shall be an amount not less than $14,104,000 (less the after-tax impact of permitted expenses) and general allowance for loan and lease losses shall be an amount not less than 0.73% of total loans and leases outstanding;

in the case of Seacoast, all outstanding First Bank equity awards shall have been terminated and cashed out and First Bank’s board of directors and shareholders shall have terminated the First Bank stock plans; and

in the case of Seacoast, the delivery of a non-foreign affidavit by First Bank.
No assurance is given as to when, or if, the conditions to the merger will be satisfied or waived, or that the merger will be completed.
Third Party Proposals (see page 58)
First Bank has agreed to a number of limitations with respect to initiating, soliciting or participating in any discussions, communications or negotiations with respect to acquisition proposals involving persons other than Seacoast, and to certain related matters. The merger agreement does not, however, prohibit First Bank from considering an unsolicited bona fide acquisition proposal from a third party if certain specified conditions are met.
Termination (see page 63)
The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the approval of the merger agreement by First Bank shareholders:

by mutual consent of the board of directors of First Bank and the board of directors or executive committee of the board of directors of Seacoast; or

by the board of directors of either Seacoast or First Bank, if there is a breach by the other party of any representation, warranty, covenant or agreement set forth in the merger agreement that is not cured within the earlier of 30 days’ notice of such breach or June 30, 2020 or which breach cannot be cured prior to the closing; or

by the board of directors of either Seacoast or First Bank, if there is a material breach by the other party of any covenant set forth in the merger agreement that is not cured within 30 days’ notice of such breach or which breach cannot be cured prior to June 30, 2020; or
6


by the board of directors of either Seacoast or First Bank, if a requisite regulatory consent has been denied by final non-appealable action of a governmental authority; or

by the board of directors of either Seacoast or First Bank, if the First Bank shareholders fail to approve the merger agreement at a duly held meeting of such shareholders where the merger agreement was presented for approval and voted upon; or

by the board of directors of either Seacoast or First Bank, if the merger has not been completed by June 30, 2020, unless the failure to consummate the transactions contemplated by the merger agreement by such date is due to a breach of the merger agreement by the party seeking to terminate the merger agreement; or

by the board of directors of Seacoast, if  (i) the First Bank board of directors withdraws, qualifies or modifies its recommendation that the First Bank shareholders approve the merger agreement in a manner adverse to Seacoast, (ii) First Bank has failed to substantially comply with its “no-shop” obligations set forth in the merger agreement, (iii) First Bank has failed to substantially comply with its obligation to call, give notice of and commence a shareholder meeting or (iv) First Bank’s board of directors has recommended, endorsed, accepted or agreed to a third party acquisition proposal; or

by the board of directors of First Bank, if First Bank has received a superior proposal and has made a determination to accept such superior proposal (provided that First Bank has complied with the provisions related to superior proposals set forth in the merger agreement); or

by the board of directors of Seacoast, if holder of more than 5% in the aggregate of the outstanding shares of First Bank common stock have voted against the merger agreement and have given notice of their intention to exercise their dissenters’ rights.
Termination Fee (see page 63)
First Bank must pay Seacoast a termination fee of  $1,500,000 if:

Seacoast terminates the merger agreement because the First Bank board of directors has recommended, endorsed, accepted or agreed to a third party acquisition proposal; or

First Bank terminates the merger agreement as a result of its receipt of a superior proposal that has not been withdrawn; or

either party terminates the merger agreement because the First Bank shareholders have not approved the merger agreement and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because of willful breach by First Bank of a covenant or agreement set forth in the merger agreement that is not cured in accordance with the merger agreement and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because the First Bank board of directors withdraws, qualifies or modifies its recommendation that the First Bank shareholders approve the merger agreement in a manner adverse to Seacoast or has resolved to take such action and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because First Bank has failed to substantially comply with the “no-shop” provisions of the merger agreement by First Bank and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because First Bank has failed to substantially comply with its obligation to call, give notice of and commence a shareholder meeting and First Bank enters into an acquisition proposal within 12 months of such termination; or
7


after the date of the merger agreement and prior to the termination of the merger agreement, an acquisition proposal has been received by First Bank or a public announcement of an acquisition proposal has been made and not formally withdrawn or abandoned and First Bank enters into an acquisition proposal within 12 months of such termination.
NASDAQ Listing (see page 57)
Seacoast will cause the shares of Seacoast common stock to be issued to the holders of First Bank common stock in the merger to be authorized for listing on the NASDAQ Global Select Market, subject to official notice of issuance, prior to the effective time of the merger.
First Bank Special Meeting (see page       )
The special meeting of First Bank shareholders will be held on            , 2020, at      , local time, at       , West Palm Beach, Florida. At the special meeting, First Bank shareholders will be asked to vote on: (i) the proposal to approve the merger agreement; (ii) the adjournment proposal; and (iii) any other matters as may properly be brought before the special meeting or any adjournment or postponement of the special meeting.
Holders of First Bank common stock as of the close of business on            , 2020, the record date, will be entitled to vote at the special meeting. As of the record date, there were outstanding and entitled to notice and to vote an aggregate of 5,213,491 shares of First Bank common stock held by approximately 167 shareholders of record. Each First Bank shareholder can cast one vote for each share of First Bank common stock owned on the record date.
As of the record date, directors and executive officers of First Bank and their affiliates owned and were entitled to vote approximately 1,244,416 shares of First Bank common stock (excluding approximately 476,339 shares which may be acquired by such persons upon the exercise of vested stock options), representing approximately 23.9% of the outstanding shares of First Bank common stock entitled to vote on that date. Pursuant to the support agreement, each director and executive officer of First Bank, who as of the date of the merger agreement held shares of First Bank common stock, and each beneficial holder of 5% or more of outstanding shares of First Bank common stock have agreed at any meeting of First Bank shareholders, however called, or any adjournment or postponement thereof  (and subject to certain exceptions) to vote the shares owned in favor of the merger proposal. As of the record date, Seacoast did not own or have the right to vote any of the outstanding shares of First Bank common stock.
Required Shareholder Votes (see page       )
In order to approve the merger agreement, the affirmative vote of a majority of the outstanding shares of First Bank common stock entitled to vote at the First Bank special meeting must vote in favor of the merger agreement.
No Restrictions on Resale
All shares of Seacoast common stock received by First Bank shareholders in the merger will be freely tradable, except that shares of Seacoast received by persons who are or become affiliates of Seacoast for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.
Market Prices and Dividend Information (see page       )
Seacoast common stock is listed and trades on The NASDAQ Global Select Market under the symbol “SBCF.” As of December 31, 2019, there were 51,513,733 shares of Seacoast common stock outstanding. Approximately 83% of these shares are owned by institutional investors, as reported by NASDAQ. Seacoast’s top institutional investors own approximately 36% of its outstanding stock. Seacoast has approximately 2,179 shareholders of record as of December 31, 2019.
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To Seacoast’s knowledge, the only shareholders who owned more than 5% of the outstanding shares of Seacoast common stock on December 21, 2019 were BlackRock, Inc., 55 East 52nd Street, New York, New York 10055 (14.81%) , T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202 (8.85%), the Vanguard Group (6.18%), 100 Vanguard Boulevard, Malvern, Pennsylvania 19355 and Capital Research & Mgmt Co. (5.92%), 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
The following tables show, for the indicated periods, the high and low sales prices per share for Seacoast common stock, as reported on NASDAQ. Seacoast did not pay cash dividends on its common stock during the periods indicated.
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)
Dividends from SNB are Seacoast’s primary source of funds to pay dividends on its common stock. Under the National Bank Act, national banks may in any calendar year, without the approval of the OCC, pay dividends to the extent of net profits for that year, plus retained net profits for the preceding two years (less any required transfers to surplus). The need to maintain adequate capital in SNB also limits dividends that may be paid to Seacoast. On May 19, 2009, Seacoast’s board of directors voted to suspend quarterly dividends on its common stock entirely.
Any dividends paid on Seacoast’s common stock would be declared and paid at the discretion of its board of directors and would be dependent upon Seacoast’s liquidity, financial condition, results of operations, capital requirements and such other factors as the board of directors may deem relevant.
As of December 31, 2019, there were 1,402,001 shares of First Bank Class A common stock, $5.00 par value per share, outstanding and 3,811,490 shares of First Bank Class B common stock, $1.00 par value per share, outstanding, which were held by approximately 167 holders of record. First Bank’s Class A common stock is identical in all respects to First Bank’s Class B common stock, other than par value, and First Bank’s Class A and Class B common stock are collectively referred to in this proxy statement/prospectus as First Bank common stock.
First Bank common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for the First Bank common stock. Management is not aware of any trades in First Bank’s common stock since January 1, 2018. First Bank has never paid any cash dividends on the shares of First Bank
First Bank Common Stock
High
Low
Dividend
2018
First Quarter
$   — $   — $   —
Second Quarter
$ $ $
Third Quarter
$ $ $
Fourth Quarter
$ $ $
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First Bank Common Stock
High
Low
Dividend
2019
First Quarter
$ $ $
Second Quarter
$ $ $
Third Quarter
$ $ $
Fourth Quarter
$ $ $
2020
First Quarter (through January [•], 2020)
$ $ $
Comparison of Shareholders’ Rights (see page 65)
The rights of First Bank shareholders who continue as Seacoast shareholders after the merger will be governed by the articles of incorporation and bylaws of Seacoast rather than the articles of incorporation and bylaws of First Bank. For more information, please see the section entitled “Comparison of Shareholders’ Rights” beginning on page 65.
Risk Factors (see page 11)
Before voting at the First Bank special meeting, you should carefully consider all of the information contained or incorporated by reference into this proxy statement/prospectus, including the risk factors set forth in the section entitled “Risk Factors” beginning on page 11 or described in Seacoast’s reports filed with the SEC, which are incorporated by reference into this proxy statement/prospectus. Please see “Documents Incorporated by Reference” beginning on page 83.
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RISK FACTORS
An investment in Seacoast common stock in connection with the merger involves risks. Seacoast describes below the material risks and uncertainties that it believes affect its business and an investment in Seacoast common stock. In addition to the other information contained in, or incorporated by reference into, this proxy statement/prospectus, including Seacoast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Seacoast’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2019, June 30, 2019 and September 30, 2019, and the matters addressed under “Forward-Looking Statements,” you should carefully read and consider all of the risks and all other information contained in this proxy statement/prospectus in deciding whether to vote to approve the merger agreement. Additional Risk Factors included in Item 1A in Seacoast’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Seacoast’s Quarterly Reports on Form 10-Q for the three months ended March 31, 2019, June 30, 2019 and September 30, 2019 are incorporated herein by reference. You should read and consider those Risk Factors in addition to the Risk Factors listed below. If any of the risks described in this proxy statement/​prospectus occur, Seacoast’s financial condition, results of operations and cash flows could be materially and adversely affected. If this were to happen, the value of the Seacoast common stock could decline significantly, and you could lose all or part of your investment.
Risks Associated with the Merger
The market price of Seacoast common stock after the merger may be affected by factors different from those currently affecting First Bank or Seacoast.
The businesses of Seacoast and First Bank differ in some respects and, accordingly, the results of operations of the combined company and the market price of Seacoast’s shares of common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of Seacoast and First Bank. For a discussion of the business of Seacoast and of certain factors to consider in connection with that business, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Documents Incorporated by Reference.”
Because the sale price of Seacoast common stock will fluctuate, you cannot be sure of the value of the per share stock consideration that you will receive in the merger until the closing.
Under the terms of the merger agreement, each share of First Bank common stock outstanding immediately prior to the effective time of the merger (excluding shares of First Bank common stock owned by First Bank, Seacoast or SNB or the dissenting shares) will be converted into the right to receive 0.2000 shares of Seacoast common stock (plus cash in lieu of fractional shares), which is subject to adjustment based on the value of First Bank’s consolidated tangible shareholder’s equity and First Bank’s general allowance for loan and lease losses. The value of the shares of Seacoast common stock to be issued to First Bank shareholders in the merger will fluctuate between now and the closing date of the merger due to a variety of factors, including general market and economic conditions, changes in the parties’ respective businesses, operations and prospects and regulatory considerations, among other things. Many of these factors are beyond the control of Seacoast and First Bank. We make no assurances as to whether or when the merger will be completed. First Bank shareholders should obtain current sale prices for shares of Seacoast common stock before voting their shares of First Bank common stock at the special meeting.
The merger will not be completed unless important conditions are satisfied or waived, including approval by First Bank shareholders.
Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed and each of Seacoast and First Bank may lose some or all of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before Seacoast and First Bank are obligated to complete the merger:

The merger agreement and the transactions contemplated thereby must have been approved by the affirmative vote of a majority of the outstanding shares of First Bank common stock;
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All regulatory consents required to consummate the transactions contemplated by the merger agreement must have been obtained and all waiting periods required by law must have expired and such consents must not be subject to any condition or consequence that would have a material adverse effect on Seacoast or any of its subsidiaries, including First Bank, after the effective time of the merger;

No order issued by any governmental authority preventing the consummation of the merger shall be in effect and no law or order shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits, restrains or makes illegal the consummation of the merger;

The registration statement (of which this proxy statement/prospectus is a part) registering shares of Seacoast common stock to be issued in the merger must have been declared effective, no stop order may have been issued by the SEC and no action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement shall have been initiated and continuing;

The holders of no more than 5% of First Bank common stock shall have taken the actions required by the FFIC to qualify their common stock as dissenting shares;

Since the date of the merger agreement, no fact, circumstance or event shall have occurred that has had or is reasonably likely to have a material adverse effect on either party;

Certain First Bank employees shall have entered into claims letters and/or restrictive covenant agreements;

First Bank’s consolidated tangible shareholders’ equity as of the close of business on the 5th business day prior to the closing date shall not be less than $14,104,000 and its general allowance for loan and lease losses shall not be less than 0.73% of total loans and leases outstanding;

All outstanding First Bank equity awards shall have been terminated and cashed out and First Bank’s board of directors and shareholders shall have taken all action necessary to terminate the First Bank stock plans;

Seacoast shall have received from its tax counsel a U.S. federal income tax opinion that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; and

The shares of Seacoast common stock to be issued pursuant to the merger shall have been approved for listing on the NASDAQ.
For a more detailed description of the conditions set forth in the merger agreement that must be satisfied or waived to complete the merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page      .
Shares of Seacoast common stock to be received by holders of First Bank common stock as a result of the merger will have rights different from the shares of First Bank common stock.
Upon completion of the merger, the rights of former First Bank shareholders will be governed by the articles of incorporation, as amended, and bylaws of Seacoast. The rights associated with First Bank common stock are different from the rights associated with Seacoast common stock, although both companies are organized under Florida law. See “Comparison of Shareholders’ Rights” beginning on page      for a discussion of the different rights associated with Seacoast common stock.
First Bank shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.
First Bank shareholders currently have the right to vote in the election of the board of directors of First Bank and on other matters affecting First Bank. Upon the completion of the merger, First Bank’s shareholders will be shareholders of Seacoast with a percentage ownership of Seacoast that is smaller than such shareholders’ current percentage ownership of First Bank. It is currently expected that the former shareholders of First Bank as a group will receive shares in the merger constituting approximately 1.99% of
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the outstanding shares of the combined company’s common stock immediately after the merger. Because of this, First Bank shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of First Bank.
If a First Bank shareholder exercises statutory dissenters’ rights, the value such shareholder receives could be less than the value of the merger consideration such shareholder would otherwise receive pursuant to the merger agreement.
Pursuant to Section 658.44 of the FFIC, a First Bank shareholder who perfects dissenters’ rights as provided in such section is entitled to receive payment in cash of the value of each share of First Bank common stock held by such shareholder. The value of the share of First Bank common stock, as determined in accordance with the Florida statutes, may be less than the value of a share of the First Bank common stock such shareholder would otherwise receive pursuant to the merger agreement. See “The Merger — Dissenters’ Rights for First Bank Shareholders.”
Seacoast and First Bank will be subject to business uncertainties and contractual restrictions while the merger is pending.
Uncertainty about the effect of the merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of First Bank and Seacoast. These uncertainties may impair Seacoast’s or First Bank’s ability to attract, retain and motivate key personnel, depositors and borrowers pending the consummation of the merger, as such personnel, depositors and borrowers may experience uncertainty about their future roles following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Seacoast or First Bank to seek to change existing business relationships with Seacoast or First Bank or fail to extend an existing relationship. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.
Seacoast and First Bank have a small number of key personnel. The pursuit of the merger and the preparation for the integration may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations.
In addition, the merger agreement restricts First Bank from taking certain actions without Seacoast’s consent while the merger is pending. These restrictions may, among other matters, prevent First Bank from pursuing otherwise attractive business opportunities, selling assets, incurring indebtedness, engaging in significant capital expenditures in excess of certain limits set forth in the merger agreement, entering into other transactions or making other changes to First Bank’s business prior to consummation of the merger or termination of the merger agreement. These restrictions could have a material adverse effect on First Bank’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement — Conduct of Business Pending the Merger” beginning on page      for a description of the covenants applicable to First Bank and Seacoast.
Seacoast may fail to realize the cost savings estimated for the merger.
Although Seacoast estimates that it will realize cost savings from the merger when fully phased in, it is possible that the estimates of the potential cost savings could turn out to be incorrect. For example, the combined purchasing power may not be as strong as expected, and therefore the cost savings could be reduced. In addition, unanticipated growth in Seacoast’s business may require Seacoast to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on Seacoast’s ability to combine the businesses of Seacoast and First Bank in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or Seacoast is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.
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The combined company expects to incur substantial expenses related to the merger.
The combined company expects to incur substantial expenses in connection with completing the merger and combining the business, operations, networks, systems, technologies, policies and procedures of Seacoast and First Bank. Although Seacoast and First Bank have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the completion of the merger. In addition, prior to completion of the merger, each of First Bank and Seacoast will incur or have incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, Seacoast and First Bank would have to recognize these expenses without realizing the anticipated benefits of the merger.
The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.
It is expected that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the obligation of Seacoast to complete the merger is conditioned upon the receipt of a U.S. federal income tax opinion to that effect from Seacoast’s tax counsel. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the Internal Revenue Service or the courts. If the merger does not qualify as a tax-free reorganization, then the holders of shares of First Bank common stock will recognize any gain with respect to the entire consideration received in the merger, including any shares of Seacoast stock received as well as any cash received in lieu of fractional shares of Seacoast common stock. The consequences of the merger to any particular First Bank shareholder will depend on that shareholder’s individual situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.
Regulatory approvals may not be received, may take longer than expected or impose conditions that are not presently anticipated.
Before the transactions contemplated by the merger agreement, including the merger, may be completed, various approvals must be obtained from bank regulatory authorities. These governmental entities may impose conditions on the granting of such approvals. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on Seacoast following the merger. The regulatory approvals may not be received at all, may not be received in a timely fashion, and may contain conditions on the completion of the merger that are not anticipated or have a material adverse effect. If the consummation of the merger is delayed, including by a delay in receipt of necessary governmental approvals, the business, financial condition and results of operations of each company may also be materially adversely affected.
The opinion of First Bank’s financial advisor delivered to First Bank’s board of directors prior to the signing of the merger agreement does not reflect any changes in circumstances since the date of the opinion.
First Bank’s board of directors received the opinion of First Bank’s financial advisor regarding the fairness, from a financial point of view, to the holders of First Bank common stock, of the exchange ratio on November 19, 2019. Subsequent changes in the operation and prospects of Seacoast or First Bank, general market and economic conditions and other factors that may be beyond the control of Seacoast or First Bank may significantly alter the value of Seacoast or the price of the shares of Seacoast common stock by the time the merger is completed. The opinion does not address the fairness of the exchange ratio from a financial point of view at the time the merger is completed, or as of any other date other than the date of such opinion. For a description of the opinion of First Bank’s financial advisor, please refer to the section entitled “The Merger — Opinion of First Bank’s Financial Advisor” beginning on page      .
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First Bank’s executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of First Bank shareholders.
Executive officers of First Bank and the Chairman of the board of directors of First Bank negotiated the terms of the merger agreement with Seacoast, and the First Bank board of directors approved and recommended that First Bank shareholders vote to approve the merger agreement. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that certain First Bank executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of First Bank shareholders generally. See “The Merger — Interests of First Bank Directors and Executive Officers in the Merger” on page      for information about these financial interests.
The termination fees and the restrictions on third party acquisition proposals set forth in the merger agreement may discourage others from trying to acquire First Bank.
Until the completion of the merger, with some limited exceptions, First Bank and its directors, officers, employees, representatives and affiliates are prohibited from initiating, soliciting, encouraging or knowingly facilitating any inquiry or proposal relating to any acquisition proposal, from engaging or participating in any negotiations concerning or with any person relating to any acquisition proposal or providing any confidential or nonpublic information or data to any person relating to an acquisition proposal. In addition, First Bank has agreed to pay to Seacoast in certain circumstances a termination fee equal to $1,500,000. These provisions could discourage other companies from trying to acquire First Bank even though those other companies might be willing to offer greater value to First Bank shareholders than Seacoast has offered in the merger. The payment of any termination fee could also have an adverse effect on First Bank’s financial condition. See “The Merger Agreement — Third Party Proposals” beginning on page      and “The Merger Agreement — Termination Fee” beginning on page      .
Failure of the merger to be completed, the termination of the merger agreement or a significant delay in the consummation of the merger could negatively impact Seacoast and First Bank.
If the merger is not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated. If the consummation of the merger is delayed, the business, financial condition and results of operations of each company may be materially adversely affected. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.
Some of the performing loans in the First Bank loan portfolio being acquired by Seacoast may be under-collateralized, which could affect Seacoast’s ability to collect all of the loan amount due.
In an acquisition transaction, the purchasing financial institution may be acquiring under-collateralized loans from the seller. Under-collateralized loans are risks that are inherent in any acquisition transaction and are mitigated through the loan due diligence process that the purchaser performs and the estimated fair market value adjustment that the purchaser places on the seller’s loan portfolio. The year a loan was originated can impact the current value of the collateral. Many Florida banks have performing loans that are under-collateralized because of the decline in real estate values during the 2006 through 2010 economic downturn. While real estate values generally commenced stabilizing in 2011, and in some markets began to increase in recent years, nonetheless like other financial services institutions, First Bank’s and Seacoast’s loan portfolios may have under-collateralized loans that are still performing.
When it acquires a loan portfolio, Seacoast will establish an allowance for credit losses to recognize the full amount of expected credit losses over the life of the acquired loans. With respect to the First Bank loan portfolio, Seacoast has preliminarily estimated a $1.3 million allowance for credit losses which Seacoast
15

believes is adequate to mitigate the risk of under-collateralized performing loans. There is no assurance that the allowance for credit losses that Seacoast will place on the First Bank loan portfolio to mitigate against under-collateralized performing loans will be adequate or that Seacoast will not incur losses that could be greater than this estimate.
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain statements contained in this proxy statement/prospectus, including statements included or incorporated by reference in this proxy statement/prospectus, are not statements of historical fact and constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be protected by the safe harbor provided by the same. These statements are subject to risks and uncertainties, and include information about possible or assumed future results of operations of Seacoast after the merger is completed as well as information about the merger. Words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions, or the negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Many possible events or factors could affect the future financial results and performance of each of Seacoast and First Bank before the merger or Seacoast after the merger, and could cause those results or performance to differ materially from those expressed in the forward-looking statements. These possible events or factors include, but are not limited to:

the failure to obtain the approval of First Bank shareholders in connection with the merger;

the risk that the merger may not be completed in a timely manner or at all, which may adversely affect Seacoast’s and First Bank’s business and the price of Seacoast common stock;

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 parties’ ability to achieve the synergies and value creation contemplated by the proposed merger;

the parties’ ability to promptly and effectively integrate the businesses of Seacoast and First Bank, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses;

the diversion of management time on issues related to the merger;

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

the effect of the announcement or pendency of the merger on Seacoast’s customer, employee and business relationships, operating results, and business generally;

deposit attrition, operating costs, customer loss and business disruption following the proposed merger, including difficulties in maintaining relationships with employees, may be greater than expected;

reputational risks and the reaction of the companies’ customers to the proposed merger;

customer acceptance of the combined company’s products and services;

increased competitive pressures and solicitations of customers and employees by competitors;

the failure to consummate or delay in consummating the merger for other reasons;

the outcome of any legal proceedings that may be instituted against Seacoast or First Bank related to the merger agreement or the merger;

changes in laws or regulations;

the dilution caused by Seacoast’s issuance of additional shares of its common stock in the merger or related to the merger;

the sale price of Seacoast common stock could decline before the completion of the merger, including as a result of the financial performance of Seacoast or First Bank or more generally due to broader stock market movements and the performance of financial companies and peer group companies;
17


the continuation of the historically low short-term interest rate environment, other changes in interest rates, deposit flows, loan demand and real estate values; and

changes in general business, economic and market conditions.
For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the “Risk Factors” section of this proxy statement/prospectus, as well as the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Seacoast’s most recent Form 10-K report and to Seacoast’s most recent Form 10-Q and 8-K reports, which are available online at www.sec.gov, and are incorporated by reference herein. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Seacoast or First Bank. The forward-looking statements are made as of the date of this proxy statement/prospectus or the date of the applicable document incorporated by reference into this proxy statement/prospectus. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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SEACOAST SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
The following selected historical consolidated financial data as of and for the twelve months ended December 31, 2018, 2017, 2016, 2015 and 2014 is derived from the audited consolidated financial statements of Seacoast. The following selected historical consolidated financial data as of and for the nine months ended September 30, 2019 and 2018, is derived from the unaudited consolidated financial statements of Seacoast and has been prepared on the same basis as the selected historical consolidated financial data derived from the audited consolidated financial statements and, in the opinion of Seacoast’s management, reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data for those dates.
The results of operations as of and for the nine months ended September 30, 2019, are not necessarily indicative of the results that may be expected for the twelve months ending December 31, 2019 or any future period. You should read the following selected historical consolidated financial data in conjunction with: (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Seacoast’s audited consolidated financial statements and accompanying notes included in Seacoast’s Annual Report on Form 10-K for the twelve months ended December 31, 2018; and (ii) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Seacoast’s unaudited consolidated financial statements and accompanying notes included in Seacoast’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2019, both of which are incorporated by reference into this proxy statement/prospectus. See “Documents Incorporated by Reference.”
(Amounts in thousands, except per share data)
Nine Months Ended
September 30,
Year Ended December 31,
2019
2018
2018
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
(1)
Performance ratios for interim periods are presented on an annualized basis
(2)
On a fully taxable equivalent basis
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MARKET PRICES AND DIVIDEND INFORMATION
Seacoast Banking Corporation of Florida
Seacoast common stock is listed and trades on the NASDAQ Global Select Market under the symbol “SBCF.” As of December 31, 2019, there were 51,513,733 shares of Seacoast common stock outstanding. Approximately 83% of these shares are owned by institutional investors, as reported by NASDAQ. Seacoast’s top institutional investors own approximately 36% of its outstanding stock. Seacoast has approximately 2,179 shareholders of record as of December 31, 2019.
To Seacoast’s knowledge, the only shareholders who owned more than 5% of the outstanding shares of Seacoast common stock on December 21, 2019 were BlackRock, Inc. (14.81%), 55 East 52nd Street, New York, New York 10055, T. Rowe Price Associates, Inc. (8.85%), 100 E. Pratt Street, Baltimore, Maryland 21202, The Vanguard Group (6.18%), 100 Vanguard Blvd., Malvern, Pennsylvania 19355 and Capital Research & Mgmt Co. (5.92%), 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
The following tables show, for the indicated periods, the high and low sales prices per share for Seacoast common stock, as reported on NASDAQ. Cash dividends declared and paid per share on Seacoast common stock are also shown for the periods indicated below. Seacoast did not pay cash dividends on its common stock during the periods indicated.
The high and low sales prices reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.
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)
$ $ $
Dividends from SNB are Seacoast’s primary source of funds to pay dividends on its common stock. Under the National Bank Act, national banks may in any calendar year, without the approval of the OCC, pay dividends to the extent of net profits for that year, plus retained net profits for the preceding two years (less any required transfers to surplus). The need to maintain adequate capital in SNB also limits dividends that may be paid to Seacoast. On May 19, 2009, Seacoast’s board of directors voted to suspend quarterly dividends on its common stock entirely.
Any dividends paid on Seacoast’s common stock would be declared and paid at the discretion of its board of directors and would be dependent upon Seacoast’s liquidity, financial condition, results of operations, capital requirements and such other factors as the board of directors may deem relevant.
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First Bank of the Palm Beaches
As of December 31, 2019, there were 1,402,001 shares of First Bank Class A common stock, $5.00 par value per share, outstanding and 3,811,490 shares of First Bank Class B common stock, $1.00 par value per share, outstanding, which were held by approximately 167 holders of record. First Bank’s Class A common stock is identical in all respects to First Bank’s Class B common stock, other than par value, and First Bank’s Class A and Class B common stock are collectively referred to in this proxy statement/prospectus as First Bank common stock.
First Bank common stock is not listed or traded on any established securities exchange or quotation system. Accordingly, there is no established public trading market for the First Bank common stock. Management is not aware of any trades in First Bank’s common stock since January 1, 2018. First Bank has never paid any cash dividends on the shares of First Bank
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)
$ $ $
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INFORMATION ABOUT THE FIRST BANK SPECIAL MEETING
This section contains information about the special meeting that First Bank has called to allow First Bank shareholders to vote on the approval of the merger agreement. The First Bank board of directors is mailing this proxy statement/prospectus to you, as a First Bank shareholder, on or about            , 2020. Together with this proxy statement/prospectus, the First Bank board of directors is also sending you a notice of the special meeting of First Bank shareholders and a form of proxy that the First Bank board of directors is soliciting for use at the special meeting and at any adjournments or postponements of the special meeting.
Time, Date, and Place
The special meeting is scheduled to be held on            , 2020 at      , local time, at      , West Palm Beach, Florida.
Matters to be Considered at the Meeting
At the special meeting, First Bank shareholders will be asked to consider and vote on:

a proposal to approve the merger agreement, which we refer to as the merger proposal;

a proposal of the First Bank board of directors to adjourn or postpone the special meeting, if necessary or appropriate, including to permit further solicitation of proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement, which we refer to as the adjournment proposal; and

any other matters as may properly be brought before the special meeting or any adjournment or postponement of the special meeting.
At this time, the First Bank board of directors is unaware of any other matters that may be presented for action at the special meeting. If any other matters are properly presented, however, and you have completed, signed and submitted your proxy, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters. A copy of the merger agreement is included in this proxy statement/prospectus as Appendix A, and we encourage you to read it carefully in its entirety.
Recommendation of the First Bank Board of Directors
The First Bank board of directors recommends that First Bank shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal. See “The Merger — First Bank’s Reasons for the Merger and Recommendations of the First Bank Board of Directors.”
Record Date and Quorum
           , 2020 has been fixed as the record date for the determination of First Bank shareholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. At the close of business on the record date, there were 5,213,491 shares of First Bank common stock outstanding and entitled to vote at the special meeting, held by approximately 167 holders of record.
A quorum is necessary to transact business at the special meeting. The presence, in person or by proxy, of the holders of a majority of the outstanding shares of First Bank common stock entitled to vote at the meeting is necessary to constitute a quorum. Shares of First Bank common stock represented at the special meeting but not voted, including shares that a shareholder abstains from voting, will be counted for purposes of establishing a quorum. Once a share of First Bank common stock is represented at the special meeting, it will be counted for the purpose of determining a quorum not only at the special meeting but also at any adjournment or postponement of the special meeting. In the event that a quorum is not present at the special meeting, it is expected that the special meeting will be adjourned or postponed.
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Required Vote
The affirmative vote of a majority of the outstanding shares of First Bank common stock must vote in favor of the proposal to approve the merger agreement. If you vote to “ABSTAIN” with respect to the merger proposal or if you fail to vote on the merger proposal, this will have the same effect as voting “AGAINST” the merger proposal.
The adjournment proposal will be approved if the votes of First Bank common stock cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. If you vote to “ABSTAIN” with respect to the adjournment proposal or if you fail to vote on the adjournment proposal, this will have no effect on the outcome of the vote on the adjournment proposal.
Each share of First Bank common stock you own as of the record date for the special meeting entitles you to one vote at the special meeting on all matters properly presented at the meeting.
How to Vote — Shareholders of Record
Voting in Person.   If you are a shareholder of record, you can vote in person by submitting a ballot at the special meeting. Nevertheless, we recommend that you vote by proxy as promptly as possible, even if you plan to attend the special meeting. This will ensure that your vote is received. If you attend the special meeting, you may vote by ballot, thereby canceling any proxy previously submitted.
Voting by Proxy.   Your proxy card includes instructions on how to vote by mailing in the proxy card. If you choose to vote by proxy, please mark each proxy card you receive, sign and date it, and promptly return it in the envelope enclosed with the proxy card. If you sign and return your proxy without instruction on how to vote your shares, your shares will be voted “FOR” the merger proposal and “FOR” the adjournment proposal. At this time, the First Bank board of directors is unaware of any other matters that may be presented for action at the special meeting. If any other matters are properly presented, however, and you have signed and returned your proxy card, the person(s) named as proxy will have the authority to vote your shares in accordance with his or her judgment with respect to such matters. Please do not send in your stock certificates with your proxy card. If the merger is completed, then you will receive a separate letter of transmittal and instructions on how to surrender your First Bank stock certificates for the merger consideration.
YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE. SHAREHOLDERS WHO ATTEND THE SPECIAL MEETING MAY REVOKE THEIR PROXIES BY VOTING IN PERSON.
Revocation of Proxies
You can revoke your proxy at any time before your shares are voted. If you are a shareholder of record, then you can revoke your proxy by:

submitting another valid proxy card bearing a later date;

attending the special meeting and voting your shares in person; or

delivering prior to the special meeting a written notice of revocation to First Bank’s Corporate Secretary at the following address: First Bank of the Palm Beaches, 615 North Dixie Highway, West Palm Beach, Florida 33401.
If you choose to send a completed proxy card bearing a later date or a notice of revocation, the new proxy card or notice of revocation must be received before the beginning of the special meeting. Attendance at the special meeting will not, in and of itself, constitute revocation of a proxy. If you hold your shares in street name with a bank, broker or other nominee, you must follow the directions you receive from your bank, broker or other nominee to change your vote. Your last vote will be the vote that is counted.
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Shares Subject to Support Agreement; Shares Held by Directors and Executive Officers
As of the record date, directors and executive officers of First Bank and their affiliates owned and were entitled to vote 1,244,416 shares of First Bank common stock (excluding approximately 476,339 shares which may be acquired by such persons upon the exercise of vested stock options), representing approximately 23.9% of the outstanding shares of First Bank common stock entitled to vote on that date.
A total of 1,993,269 shares of First Bank common stock, representing approximately 38.2% of the outstanding shares of First Bank common stock entitled to vote at the special meeting, are subject to a support agreement between Seacoast and each of First Bank’s directors and executive officers who held shares of First Bank common stock as of the date of the merger agreement, and each beneficial holder of 5% or more of First Bank’s outstanding shares of common stock (excluding approximately 476,339 shares which may be acquired by such persons upon the exercise of vested stock options). Pursuant to the support agreement, each director and executive officer of First Bank who held shares of First Bank common stock as of the date of the merger agreement, and each beneficial holder of 5% or more of First Bank’s outstanding shares of common stock have agreed to, at any meeting of First Bank shareholders, however called, or any adjournment or postponement thereof  (and subject to certain exceptions):

vote (or cause to be voted) all shares of First Bank’s common stock owned by such shareholder in favor of the approval of the terms of the merger agreement, the merger and each of the transactions contemplated by the merger agreement;

not vote or grant any proxies to any third party, except where such proxies are expressly directed to vote in favor of the merger agreement, the merger and the transactions contemplated by the merger agreement; and

vote (or cause to be voted) his shares against any competing transaction.
Pursuant to the shareholder support agreement, without the prior written consent of Seacoast, each director, certain executive officers and beneficial holder of 5% or more of First Bank’s common stock have further agreed not to sell or otherwise transfer any shares of First Bank common stock. The foregoing summary of the shareholder support agreement entered into by First Bank’s directors and certain executive officers who held shares of First Bank common stock as of the date of the merger agreement, and each beneficial holder of 5% or more of First Bank’s outstanding shares of common stock does not purport to be complete, and is qualified in its entirety by reference to the form of shareholder support agreement attached as Exhibit B to the merger agreement, which is attached as Appendix A to this document.
For more information about the beneficial ownership of First Bank common stock by each 5% or greater beneficial owner, each director and executive officer and executive officers as a group, see “Beneficial Ownership of First Bank Common Stock by Management and Principal Shareholders of First Bank.”
Solicitation of Proxies
The proxy for the special meeting is being solicited on behalf of the First Bank board of directors. First Bank will bear the entire cost of soliciting proxies from you. First Bank will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of First Bank stock. Proxies will be solicited principally by mail, but may also be solicited by the directors, officers, and other employees of First Bank in person or by telephone, facsimile or other means of electronic communication. Directors, officers and employees will receive no compensation for these activities in addition to their regular compensation, but may be reimbursed for out-of-pocket expenses in connection with such solicitation.
Attending the Meeting
All holders of First Bank common stock, including shareholders of record and shareholders who hold their shares in street name through banks, brokers or other nominees, are cordially invited to attend the special meeting. Shareholders of record can vote in person at the special meeting. If you are not a shareholder of record and would like to vote in person at the special meeting, you must produce a legal proxy executed in your favor by the record holder of your shares. In addition, you must bring a form of
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personal photo identification with you in order to be admitted at the special meeting. We reserve the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the special meeting is prohibited without First Bank’s express written consent.
Questions and Additional Information
If you have more questions about the merger or how to submit your proxy or vote, or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card or voting instructions, please contact First Bank at:
First Bank of the Palm Beaches
615 North Dixie Highway
West Palm Beach, Florida 33401
Telephone: (561) 847-2720
Attn: Joseph B. Shearouse, III, Chairman & Chief Executive Officer
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PROPOSAL 1: THE MERGER
Background of the Merger
The First Bank Board of Directors has regularly discussed First Bank’s business strategy, performance and prospects in the context of the national and local business and regulatory environment, as well as economic conditions bearing a direct impact on the successful implementation of First Bank’s business plan. The board of directors and management have regularly discussed the progress made in deploying capital raised in 2014, improving operational efficiencies and asset quality, while growing First Bank’s assets. In this regard, management undertook aggressive actions to improve asset quality and increase earning assets. From December 31, 2010 through September 30, 2019, non-performing loans to total loans decreased from 10.37% to 0.15%, and assets increased from $64 million to $189 million. Deposits increased from $67 million to $171 million and total loans outstanding increased from $56 million to $149 million. During 2018, the board and management recognized that First Bank would likely need to consider a number of possible options, including, raising additional capital to support continued growth, looking for a potential partner to grow, or seeking to partner with a larger financial institution. In connection with the board’s evaluation of these strategic alternatives, Joseph B. Shearouse, III, Chairman and Chief Executive Officer of First Bank, from time to time, informally discussed these potential alternatives with other financial institutions and representatives of investment banks who were familiar with First Bank’s market. Mr. Shearouse regularly updated the board of directors regarding such discussions. In September 2018, concurrent with the opening of First Bank’s Wellington branch, the board of directors met to discuss First Bank’s overall strategic plan and options as it approached $200 million in assets. The Board agreed to reconsider its options in 2019 and directed the Chief Executive to hold informal discussions with representatives of certain investment banks relating to the mergers and acquisition environment, capital raising options and the competitive landscape in First Bank’s market area.
On April 30, 2019, the board met with representatives of Keefe, Bruyette, and Woods, Inc., or KBW, a nationally recognized investment bank with extensive experience advising community banks. KBW reviewed with the board the banking environment nationally and in Florida, including mergers and acquisitions activity and strategies and capital raising options. At the time, no action was taken to pursue a particular course of action. The board did agree to consider the implications of each strategic option and met the following week to have further discussion. At the May 3, 2019 board meeting, the board met to discuss strategic options and First Bank’s success in implementing its business plan. While the board concluded that management had successfully repositioned First Bank by improving profitability and operations, the relatively small size of First Bank and capital constraints on growth presented challenges going forward, particularly if economic conditions moderated or deteriorated.
From June through August of 2019, KBW, acting as First Bank’s financial advisor and in accordance with First Bank’s directives, contacted 21 financial institutions to solicit their level of interest in pursuing a potential business combination with First Bank. Eight of the institutions, including Seacoast, entered into confidentiality agreements and received financial and operational information regarding First Bank.
In July of 2019, Seacoast asked Sandler O’Neill & Partners, L.P. (“Sandler O’Neill”) to assist Seacoast as it considered the merits of a potential transaction with First Bank. On July 12, 2019, Seacoast formally engaged Sandler O’Neill as its financial advisor in connection with the potential First Bank transaction.
On August 2, 2019, Denny Hudson, Seacoast’s Chairman and Chief Executive Officer, met with Jay Shearouse, Chairman and Chief Executive Officer of First Bank, to discuss Seacoast’s interest in a potential merger.
First Bank subsequently received indications of interest from four institutions, including one from Seacoast submitted on August 15, 2019, which included a price of  $5.24 for each outstanding share of First Bank common stock and a 60-day exclusivity period.
On August 22, 2019, the board held a meeting which was attended by senior management and representatives of KBW and First Bank’s outside legal counsel, Gunster, Yoakley & Stewart, P.A. (“Gunster”). At the board meeting, KBW reviewed the process conducted to date and then reviewed with
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the board each of the non-binding indications of interest and each interested financial institution, including the ability of each institution to timely complete a possible transaction and in the case of Seacoast, the one bidder offering stock consideration, its business and financial prospects.
Following a discussion of each of the several indications of interest, the board of directors authorized senior management and KBW to continue discussions with and permit further due diligence by the two financial institutions providing what the board believed to be the highest bids, which included Seacoast.
On October 7, 2019 following a formal due diligence and loan review process, Seacoast submitted to First Bank a revised indication of interest which included an exchange ratio of 0.2096.
On October 8, 2019, Alston & Bird LLP, counsel to Seacoast (“Alston & Bird”), circulated an initial draft of the merger agreement to First Bank in order to demonstrate its commitment to the proposed transaction.
On October 23, 2019, Mr. Hudson and Mr. Shearouse met to discuss Seacoast’s preliminary offer terms, including pricing. Mr. Hudson informed Mr. Shearouse that Seacoast was unable to increase its proposed exchange ratio.
Following this discussion, on the same date, the board of directors of First Bank met with representatives of KBW and Gunster in attendance to review the final non-binding offers of the two remaining financial institutions. The board also reviewed the history of the board’s actions taken through the date of the meeting, including the challenge of obtaining comparable value for First Bank shareholders in the event the board decided to continue operating as an independent community bank, and the process undertaken to determine that each bidder’s indication of interest provided the best value reasonably attainable for First Bank’s shareholders. KBW also reviewed information regarding Seacoast’s business and financial prospects, as well as the second bidder’s ability to fund its proposed transaction and complete the process in a timely manner. Each party indicated that their bid was their best and final offer. Seacoast’s final bid was approximately 4.8% higher than the bid of the other financial institution, based on Seacoast’s stock price as of October 21, 2019. Moreover, Seacoast’s bid proposed that the merger consideration consist 100% of publicly traded common stock, which was viewed favorably by the board following review of Seacoast’s business and financial prospects, as well as the ability afforded to shareholders of being able to defer a tax event, as opposed to a cash transaction, which would be immediately taxable. The bid of the other financial institution was an all-cash offer and would result in an immediate taxable event for First Bank’s shareholders. Following this discussion, the board of directors unanimously voted to authorize a special transaction committee consisting of First Bank’s Chief Executive Officer and two independent directors, with the assistance of KBW and Gunster, to negotiate with Seacoast and its representatives, the terms of a definitive merger agreement and related documents.
Following this meeting, the price of Seacoast common stock rose substantially, from a closing price of $26.23 on October 23, 2019 to a closing price of  $28.69 on October 29, 2019. Based on this significant increase in the market price of Seacoast common stock, Sandler O’Neill communicated to KBW that Seacoast planned to adjust its exchange ratio.
On October 30, 2019, Gunster circulated a proposed revised draft of the merger agreement, which included a proposed exchange ratio of 0.2096 and other proposed changes recommended in consultation with First Bank’s special committee.
On November 1, 2019, Seacoast provided to First Bank a non-binding letter of intent for the potential acquisition of First Bank, which included an exclusivity period which expired on November 15, 2019 and an exchange ratio of 0.2000.
On November 4, 2019 the board of directors of First Bank met to consider the revised non-binding letter of intent and the effect of the 4.9% reduction in exchange ratio and, after review and discussion in consultation with KBW, the board affirmed its decision to proceed with its negotiation of a definitive agreement with Seacoast. Following the meeting, First Bank executed the revised non-binding letter of intent including an exchange ratio of 0.2000 and an exclusivity period which expired on November 15, 2019.
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Alston & Bird received access to an electronic data room on November 4, 2019 and commenced its diligence review, including legal due diligence, while Seacoast and its other representatives continued its due diligence review, including credit due diligence. Concurrently with Seacoast’s due diligence review of First Bank, representatives of First Bank also conducted reverse due diligence on Seacoast.
Also on November 4, 2019, Alston & Bird circulated a revised draft of the merger agreement to Gunster. On November 5, 2019, Gunster and Alston & Bird preliminarily reviewed and discussed issues relating to the terms of the merger agreement via conference call. Based on such discussion, Alston & Bird circulated a further revised draft of the merger agreement to Gunster on November 8, 2019. Over the course of the following week, Seacoast and its representatives continued negotiations with First Bank and its representatives with respect to the terms of the potential transaction and the draft merger agreement. The issues raised in these negotiations included the respective covenants of the parties pending closing of the transaction, the amount of the termination fee payable by First Bank in certain circumstances, whether or not a shareholder vote would be required in connection with certain potential 280G payments, the terms of certain employment arrangements, permitted expenses and First Bank’s ability to enter into alternative third party acquisition proposals under certain circumstances. Representatives of Seacoast and Alston & Bird had multiple telephonic conference calls with representatives of First Bank and Gunster to negotiate the terms of the draft merger agreement and ancillary agreements and Alston & Bird and Gunster each exchanged further revised drafts of the merger agreement and ancillary agreements on November 14, 2019. On November 16, 2019, the parties discussed extending the exclusivity period that ended on November 15, 2019 and agreed to continue to work together towards signing a definitive agreement. Alston & Bird circulated a revised draft of the merger agreement and ancillary agreements on November 16, 2019, which were provided to the First Bank board in advance of its upcoming special meeting to consider and vote on the approval of the merger, and execution versions of the documents on November 19, 2019.
On November 19, 2019, First Bank’s board of directors held a meeting to consider the merger agreement and the transactions contemplated therein. Representatives of Gunster provided an overview of certain legal aspects related to the merger agreement, the ancillary documents related to the merger agreement and the transactions contemplated therein and responded to questions from the board. KBW then reviewed the financial aspects of the proposed merger and rendered its opinion to the board, which was initially rendered verbally and subsequently confirmed by a written opinion, dated November 19, 2019, to the effect that, as of the date of such opinion and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of First Bank common stock.
Following further discussion, the First Bank board of directors’ special transaction committee and the full board each unanimously (i) determined and declared that the merger agreement, the merger, and the other transactions contemplated by the merger agreement were advisable and in the best interests of First Bank and its shareholders, (ii) authorized, adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, (iii) recommended the adoption of the merger agreement, the merger and the other transactions contemplated by the merger agreement to the First Bank shareholders and (iv) resolved that the merger agreement be submitted to the First Bank shareholders for adoption thereof.
On November 19, 2019, Seacoast’s board of directors also met in special session to review and consider the merger agreement and the transactions and agreements contemplated by it. The management team made a presentation relating to the strategic and financial considerations and rationale of the transaction. Further to this discussion, a representative of Sandler O’Neill reviewed the principal terms of the proposed transaction and the financial impacts of the merger on Seacoast and provided comparable transaction analysis for Florida and national bank mergers. At the meeting, Alston & Bird reviewed for the directors the terms and conditions of the merger agreement, the merger and the various agreements to be signed in connection with the merger agreement, and engaged in discussions with the board members on such matters. After additional discussion and deliberation, the Seacoast board of directors adopted and approved the draft merger agreement and the transactions and agreements contemplated by it (subject to no material terms or conditions being revised) and determined that the merger agreement and the transactions contemplated by it were in the best interests of Seacoast and its shareholders.
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The parties signed the merger agreement and a press release announcing the transaction was issued on November 19, 2019. A conference call to discuss the merger was held the next morning on November 20, 2019.
First Bank’s Reasons for the Merger and Recommendation of the First Bank Board of Directors
After careful consideration, First Bank’s board of directors, at a meeting held on November 19, 2019, determined that the merger agreement is advisable, fair to and in the best interests of First Bank and its shareholders. Accordingly, First Bank’s board of directors adopted and approved the merger agreement and the merger and the other transactions contemplated by the merger agreement and recommends that First Bank shareholders vote “FOR” the approval of the merger agreement at the First Bank special meeting. In reaching its decision to adopt and approve the merger agreement and the merger and the other transactions contemplated by the merger agreement, and to recommend that its shareholders approve the merger agreement, the First Bank board of directors evaluated the merger and the merger agreement in consultation with First Bank’s executive management team, as well as its financial and legal advisors, and considered a number of factors, including the following material factors:

the operational results that First Bank could expect to achieve by continuing to operate independently, and the likely risks and benefits to First Bank shareholders of that course of action, compared to the value of the merger consideration to be received from Seacoast and the ability of First Bank shareholders to continue as shareholders of a larger institution with greater liquidity;

the current and prospective environment in which First Bank and Seacoast operate, including current national and local economic conditions, the current interest rate environment, expected continued increase in operating costs resulting from regulatory initiatives and compliance mandates, the competitive environment for small community banks versus that of larger financial institutions, and the likely effect of these factors on First Bank both with and without the proposed transaction;

the exchange ratio is fixed so that if the market price of Seacoast common stock is higher at the time of the closing of the merger, the economic value of the merger consideration to be received by First Bank shareholders in exchange for their shares of First Bank common stock will also be higher;

the benefits expected to be achieved through economies of scale and the impact to operational costs and the expected benefits that a merger with a larger financial institution could provide as a result of economies of scale, as well as increased efficiencies of operations and enhanced customer products and services;

the board’s review, discussions with First Bank’s management, and consideration of other strategic alternatives available to First Bank for enhancing long-term shareholder value and the potential risks, benefits, and uncertainties associated with such alternatives;

the complementary nature of the cultures of the two institutions, which management believes will facilitate integration and implementation of the transaction;

management’s expectation that the combined institution will have a strong capital position upon completion of the transaction;

the board’s belief that the transaction is likely to provide substantial value to First Bank’s shareholders and will allow them to continue to participate as shareholders of a larger institution;

the fact that the merger consideration will consist of shares of Seacoast common stock, which would allow First Bank shareholders to participate in a significant portion of the future performance of the combined institution and potentially benefit from the synergies resulting from the merger;

the historical performance of Seacoast’s common stock and the value to First Bank shareholders represented by the stock consideration to be paid in the merger;
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the greater liquidity in the trading market for Seacoast common stock relative to the market for First Bank common stock due to the listing of Seacoast’s shares on The Nasdaq Global Select Market;

the financial presentation, dated November 19, 2019, of KBW to the First Bank board of directors and the opinion, dated November 19, 2019, of KBW to the First Bank board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of First Bank common stock of the exchange ratio in the merger, as more fully described below under “Opinion of First Bank’s Financial Advisor;”

the nonfinancial terms of the merger agreement, including the ability of First Bank’s board of directors, under certain circumstances, to withdraw, qualify, amend or modify its recommendation to First Bank shareholders to approve the merger agreement (subject to payment of a termination fee), which the board reviewed with outside legal counsel;

the regulatory and other approvals required in connection with the merger and the expectation that such regulatory approvals will be received in a timely manner and without the imposition of burdensome regulatory conditions; and

the expected tax treatment of the merger as a tax-free “reorganization” for U.S. federal income tax purposes, as further described under “The Merger — U.S. Federal Income Tax Consequences of the Merger.”
The First Bank board of directors also considered a number of potential risks and uncertainties associated with the merger, including the following:

the risk that the merger may not be consummated or that the closing may be delayed as a result of factors outside either party’s control;

The ability of Seacoast to proportionately decrease the exchange ratio, and thereby reduce the value of the transaction, if First Bank does not satisfy the minimum equity closing condition under the merger agreement;

the potential risk of diverting management attention and resources from the operation of First Bank’s business and towards the completion of the merger and the possibility of employee attrition or adverse effects on client and business relationships as a result of the announcement and pendency of the merger;

the requirement that First Bank conduct its business in the ordinary course and the other restrictions on the conduct of First Bank’s business prior to the completion of the merger, which may delay or prevent First Bank from undertaking business opportunities that may arise prior to completion of the merger;

that under the merger agreement, subject to certain exceptions, First Bank cannot solicit competing acquisition proposals;

that First Bank’s directors and executive officers have financial interests in the merger in addition to their interests as First Bank shareholders, including financial interests that are the result of compensation arrangements with First Bank, and the manner in which such interests would be impacted by the merger;

the potential risks associated with achieving anticipated cost synergies and savings and successfully integrating First Bank’s business, operations and workforce with those of Seacoast and the risk of not realizing all of the anticipated benefits of the merger or not realizing them in the expected timeframe;

the possibility that First Bank will have to pay a $1.5 million termination fee to Seacoast if the merger agreement is terminated under certain circumstances;
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that the exchange ratio is fixed so that if the market price of Seacoast common stock is lower at the time of the closing of the merger, the economic value of the merger consideration to be received by First Bank shareholders in exchange for their shares of common stock will also be lower; and

the other risks under the sections entitled “Cautionary Statement About Forward-Looking Statements” and “Risk Factors.”
In considering the recommendation of the First Bank board of directors, you should be aware that certain directors and officers of First Bank may have interests in the merger that are different from, or in addition to, interests of First Bank shareholders generally and may create potential conflicts of interest. The First Bank board of directors was aware of these interests and considered them when evaluating and negotiating the merger agreement, the merger, and the other transactions contemplated by the merger agreement, and in recommending to First Bank’s shareholders that they vote in favor of the proposal to approve the merger agreement. See “Interests of First Bank Executive Officers and Directors in the Merger.”
The foregoing discussion of the factors considered by the First Bank board of directors is not intended to be exhaustive and is intended to illustrate the material factors considered by the First Bank board of directors. In reaching its decision to adopt and approve the merger agreement and the merger and the other transactions contemplated by the merger agreement, the First Bank board of directors did not quantify or assign any relative weights to the factors considered and individual directors may have weighed certain factors differently. The First Bank board of directors considered all these and other factors as a whole, including through discussions with, and questioning of, First Bank’s management and First Bank’s financial and legal advisors. After its consideration, the First Bank board concluded the various factors supported its determination to approve the merger.
For the reasons set forth above, the First Bank board of directors has adopted and approved the merger and the merger agreement and the transactions contemplated thereby and recommends that First Bank shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.
Each of the directors of First Bank has entered into a shareholder support agreement with Seacoast, pursuant to which they have agreed to vote in favor of the merger proposal and the other proposals to be voted on at the First Bank special meeting. The shareholder support agreements are discussed in more detail in the section entitled “Information About the First Bank Special Meeting — Shares Subject to Shareholder Support Agreements; Shares Held by Directors and Executive Officers” beginning on page    of this proxy statement/prospectus.
Seacoast’s Reasons for the Merger
As a part of Seacoast’s growth strategy, Seacoast routinely evaluates opportunities to acquire financial institutions. The acquisition of First Bank is consistent with Seacoast’s expansion strategy. Seacoast’s board of directors and senior management reviewed the business, financial condition, results of operations and prospects for First Bank, the market condition of the market area in which First Bank conducts business, the compatibility of the management and the proposed financial terms of the merger. In addition, management of Seacoast believes that the merger will expand Seacoast’s presence in the attractive Palm Beach County market, provide opportunities for future growth and provide the potential to realize cost savings. Seacoast’s board of directors also considered the financial condition and valuation for both First Bank and Seacoast as well as the financial and other effects the merger would have on Seacoast’s shareholders. The board considered the fact that the acquisition would increase Seacoast’s existing footprint in Palm Beach County, that market overlap would drive cost savings, and that cultural similarities supported the probability of an efficient, low risk integration with minimal customer attrition. In addition, the board of directors also considered the analysis and presentations from its outside financial advisor, Sandler O’Neill.
While management of Seacoast believes that revenue opportunities will be achieved and costs savings will be obtained following the merger, Seacoast has not quantified the amount of enhancements or projected the areas of operation in which such enhancements will occur.
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In view of the variety of factors considered in connection with its evaluation of the merger, the Seacoast board did not find it useful to and did not attempt to quantify, rank or otherwise assign relative weights to factors it considered. Further, individual directors may have given differing weights to different factors. In addition, the Seacoast board did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination. Rather, the board conducted an overall analysis of the factors it considered material, including thorough discussions with, and questioning of, Seacoast’s management.
Opinion of First Bank’s Financial Advisor
First Bank engaged Keefe, Bruyette & Woods, Inc. (“KBW”) to render financial advisory and investment banking services to First Bank, including an opinion to the First Bank board of directors as to the fairness, from a financial point of view, to the holders of First Bank common stock of the exchange ratio in the proposed merger of First Bank with and into Seacoast Bank. First Bank selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding companies and their securities in connection with mergers and acquisitions.
As part of its engagement, representatives of KBW attended the telephonic meeting of the First Bank board held on November 19, 2019, at which the First Bank board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered to the First Bank board an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the exchange ratio in the proposed merger was fair, from a financial point of view, to the holders of First Bank common stock. The First Bank board approved the merger agreement at this meeting.
The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Appendix B to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.
KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the First Bank board (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the exchange ratio in the merger to the holders of First Bank common stock. It did not address the underlying business decision of First Bank to engage in the merger or enter into the merger agreement or constitute a recommendation to the First Bank board in connection with the merger, and it does not constitute a recommendation to any holder of First Bank common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter, nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’, or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.
KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.
In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of First Bank and Seacoast and bearing upon the merger, including, among other things:

the execution version of the merger agreement;

the audited financial statements for the three fiscal years ended December 31, 2018 of First Bank;

the unaudited quarterly financial statements for the quarters ended March 31, 2019 and June 30, 2019 of First Bank;

certain draft and unaudited quarterly financial results for the quarter ended September 30, 2019 of First Bank (provided by First Bank);
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the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2018 of Seacoast;

the unaudited quarterly financial statements and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019 of Seacoast;

certain regulatory filings of First Bank and Seacoast and their respective subsidiaries, including the quarterly reports on Form FR Y-9C and call reports filed with respect to each quarter during the three-year period ended December 31, 2018 as well as the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019;

certain other interim reports and other communications of First Bank and Seacoast to their respective shareholders; and

other financial information concerning the businesses and operations of First Bank and Seacoast that was furnished to KBW by First Bank and Seacoast or which KBW was otherwise directed to use for purposes of KBW’s analyses.
KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

the historical and current financial position and results of operations of First Bank and Seacoast;

the assets and liabilities of First Bank and Seacoast;

the nature and terms of certain other merger transactions and business combinations in the banking industry;

a comparison of certain financial information for First Bank and certain financial and stock market information for Seacoast with similar information for certain other companies the securities of which were publicly traded;

financial and operating forecasts and projections of First Bank that were prepared by First Bank management, provided to KBW and discussed with KBW by such management and used and relied upon by KBW at the direction of such management and with the consent of the First Bank board;

certain publicly available consensus “street estimates” of Seacoast, as well as assumed long-term Seacoast growth rates provided to KBW by Seacoast management, all of which information was discussed with KBW by Seacoast management and used and relied upon by KBW based on such discussions, at the direction of First Bank management and with the consent of the First Bank board; and

estimates regarding certain pro forma financial effects of the merger on Seacoast (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger) that were prepared by Seacoast management, provided to and discussed with KBW by such management and used and relied upon by KBW based on such discussions, at the direction of First Bank management and with the consent of the First Bank board.
KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions held by the managements of First Bank and Seacoast regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by First Bank, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with First Bank.
In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the
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management of First Bank as to the reasonableness and achievability of the financial and operating forecasts and projections of First Bank referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of First Bank, upon Seacoast management as to the reasonableness and achievability of the publicly available consensus “street estimates” of Seacoast, the assumed long-term Seacoast growth rates, and the estimates regarding certain pro forma financial effects of the merger on Seacoast (including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information was reasonably prepared and represented, or in the case of the Seacoast “street estimates” referred to above that such estimates were consistent with, the best currently available estimates and judgments of Seacoast management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated.
It is understood that the portion of the foregoing financial information of First Bank and Seacoast that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information, including the publicly available consensus “street estimates” of Seacoast referred to above, was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the respective managements of First Bank and Seacoast and with the consent of the First Bank board, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.
KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either First Bank or Seacoast since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with First Bank’s consent, that the aggregate allowances for loan and lease losses for First Bank and Seacoast are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of First Bank or Seacoast, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of First Bank or Seacoast under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.
KBW assumed, in all respects material to its analyses:

that the merger and any related transactions would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the execution version reviewed by KBW and referred to above) with no adjustments to the exchange ratio and with no other consideration or payments in respect of First Bank common stock;

that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

that each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;
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that there were no factors that would delay or subject to any adverse conditions, any necessaryregulatory or governmental approval for the merger or any related transactions and that all conditions to the completion of the merger and any related transaction would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of First Bank, Seacoast or the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings and related expenses expected to result or be derived from the merger.
KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of First Bank that First Bank relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to First Bank, Seacoast, the merger and any related transaction and the merger agreement. KBW did not provide advice with respect to any such matters. KBW assumed, at the direction of First Bank and without independent verification, that First Bank’s Consolidated Tangible Shareholders’ Equity (as defined in the merger agreement) as of the close of business on the fifth business day prior to the Closing Date (as defined in the merger agreement) would not be less than First Bank’s Target Consolidated Tangible Shareholders’ Equity (as defined in the merger agreement).
KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, of the exchange ratio in the merger to the holders of First Bank common stock, without regard to the differences between the classes of First Bank common stock. KBW expressed no view or opinion as to any other terms or aspects of the merger or any term or aspect of any related transaction, including without limitation, the form or structure of the merger or any such related transaction, any consequences of the merger or any such related transaction to First Bank, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

the underlying business decision of First Bank to engage in the merger or enter into the merger agreement;

the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by First Bank or the First Bank board;

the fairness of the amount or nature of any compensation to any of First Bank’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of First Bank common stock;

the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of First Bank (other than the holders of First Bank common stock, solely with respect to the exchange ratio as described in KBW’s opinion and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of Seacoast or any other party to any transaction contemplated by the merger agreement;

the relative fairness of the exchange ratio as between holders of the different classes of First Bank common stock;
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any adjustment (as provided in the merger agreement) to the exchange ratio assumed for purposes of KBW’s opinion;

the actual value of Seacoast common stock to be issued in the merger;

the prices, trading range or volume at which Seacoast common stock would trade following the public announcement of the merger or following the consummation of the merger;

any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or

any legal, regulatory, accounting, tax or similar matters relating to First Bank, Seacoast, their respective shareholders, or relating to or arising out of or as a consequence of the merger or any related transaction, including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes.
In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, First Bank and Seacoast. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the First Bank board in making its determination to approve the merger agreement and the merger. Consequently, the analyses described below should not be viewed as determinative of the decision of the First Bank board with respect to the fairness of the exchange ratio. The type and amount of consideration payable in the merger were determined through negotiation between First Bank and Seacoast and the decision of First Bank to enter into the merger agreement was solely that of the First Bank board.
The following is a summary of the material financial analyses presented by KBW to the First Bank board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the First Bank board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below includes information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.
For purposes of the financial analyses described below, KBW utilized an implied transaction value for the proposed merger of  $5.91 per outstanding share of First Bank common stock, or $32.9 million in the aggregate (inclusive of the implied value of in-the-money First Bank stock options), based on the 0.200 exchange ratio in the merger and the closing price of Seacoast common stock on November 18, 2019.
Seacoast Selected Companies Analyses.   Using publicly available information, KBW compared the financial performance, financial condition and market performance of Seacoast to 17 selected major exchange-traded (defined as the NASDAQ, New York Stock Exchange and NYSE MKT) banks and thrifts which were headquartered in the Southeast U.S. and had total assets between $3 billion and $15 billion. Merger targets and mutual holding companies were excluded from the selected companies.
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The selected companies were as follows:
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.
To perform this analysis, KBW used profitability and other financial information for the latest 12 months (“LTM”) available or as of the end of such period and market price information as of November 18, 2019. KBW also used 2019 and 2020 EPS estimates taken from publicly available consensus “street estimates” for Seacoast and the selected companies. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in Seacoast’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.
KBW’s analysis showed the following concerning the financial performance of Seacoast and the selected companies:
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%
(1)
Core income excluded extraordinary items, non-recurring items, gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence.
(2)
Excludes realized gains on sale of securities as calculated by S&P Global Market Intelligence
KBW’s analysis also showed the following concerning the financial condition of Seacoast and the selected companies:
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%
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In addition, KBW’s analysis showed the following concerning the market performance of Seacoast and the selected companies:
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%
No company used as a comparison in the above selected companies analysis is identical to Seacoast. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
First Bank Selected Companies Analyses.   Using publicly available information, KBW compared the financial performance and financial condition of First Bank to 16 selected major exchange-traded U.S. banks and thrifts which had total assets between $100 million and $750 million and a LTM return on average assets between 25 basis points and 100 basis points. Merger targets and mutual holding companies were excluded from the selected companies. KBW also reviewed the market performance of the selected companies.
The selected companies were as follows:
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.
To perform this analysis, KBW used profitability and other financial information for the latest 12 months available or as of the end of such period and market price information as of November 18, 2019. Where consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in First Bank’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.
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KBW’s analysis showed the following concerning the financial performance of First Bank and the selected companies:
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%
(1)
Core income excluded extraordinary items, non-recurring items, gains/losses on sale of securities and amortization of intangibles as calculated by S&P Global Market Intelligence.
(2)
Excludes realized gains on sale of securities as calculated by S&P Global Market Intelligence
KBW’s analysis also showed the following concerning the financial condition of First Bank and the selected companies:
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%
In addition, KBW’s analysis showed the following concerning the market performance of the selected companies (excluding the impact of LTM EPS multiple for one of the selected companies, which multiple was considered to be not meaningful because it was greater than or equal to 50.0x):
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%
The above tangible book value per share and LTM EPS multiples for the selected companies were compared with the corresponding transaction multiples for the proposed merger (based on the implied transaction value for the merger of  $5.91 per outstanding share of First Bank common stock) of 2.00x First Bank’s tangible book value per share as of September 30, 2019 and 30.3x First Bank’s EPS for the 12 months ended September 30, 2019.
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No company used as a comparison in the above selected companies analysis is identical to First Bank. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
Select Transactions Analysis — Florida Transactions.   KBW reviewed publicly available information related to 11 selected whole bank transactions announced since January 1, 2016 with disclosed transaction values in which the acquired company was headquartered in Florida, had total assets between $100 million and $400 million and a LTM return on average assets greater than 30 basis points. Terminated transactions were excluded from the selected transactions.
The selected transactions were as follows:
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.
For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financials prior to the announcement of the respective transaction:

Total transaction consideration to tangible common equity of the acquired company;

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium; and

Total transaction consideration to LTM net income of the acquired company.
The resulting transaction multiples and core deposit premiums for the selected transactions were compared with the corresponding transaction multiples and core deposit premium for the proposed merger based on the implied transaction value for the merger of  $5.91 per outstanding share of First Bank common stock, or $32.9 million in the aggregate, and using historical financial information for First Bank as of or for the 12 months ended September 30, 2019.
The results of the analysis are set forth in the following table (excluding the impact of the LTM EPS multiples for one of the selected transactions, which multiple was considered to be not meaningful because it was greater than 50.0x:
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
(1)
LTM net income adjusted for deferred tax revaluation due to the Tax Cuts and Jobs Act in the case of two selected transactions and tax-affected in the case of one selected transaction in the acquired company was a S-Corporation.
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No company or transaction used as a comparison in the above selected transaction analysis is identical to First Bank or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
Select Transactions Analysis — Southeast Transactions.   KBW reviewed publicly available information related to 13 selected whole bank and non-mutual thrift transactions announced in 2019 with disclosed transaction values in which the acquired company was headquartered in the Southeast U.S., had total assets between $100 million and $400 million and a LTM return on average assets greater than 30 basis points. Terminated transactions were excluded from the selected transactions.
The selected transactions were as follows:
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.
For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financials prior to the announcement of the respective transaction:

Total transaction consideration to tangible common equity of the acquired company;

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium; and

Total transaction consideration to LTM net income of the acquired company.
The resulting transaction multiples and core deposit premiums for the selected transactions were compared with the corresponding transaction multiples and core deposit premium for the proposed merger based on the implied transaction value for the merger of  $5.91 per outstanding share of First Bank common stock, or $32.9 million in the aggregate, and using historical financial information for First Bank as of or for the 12 months ended September 30, 2019.
The results of the analysis are set forth in the following table:
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
(1)
LTM net income tax-affected in the case of one selected transaction in the acquired company was a S-Corporation.
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No company or transaction used as a comparison in the above selected transaction analysis is identical to First Bank or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.
Relative Contribution Analysis.   KBW analyzed the relative standalone contribution of Seacoast and First Bank to various pro forma balance sheet and income statement items and the combined market capitalization of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet and income statement data for Seacoast and First Bank as of or for the period ended September 30, 2019, (ii) consensus net income “street estimates” of Seacoast publicly available as of November 12, 2019 as discussed with Seacoast management, and (iii) financial forecasts and projections relating to the net income of First Bank provided by First Bank management. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of Seacoast and First Bank shareholders in the combined company based on the 0.200x exchange ratio in the merger:
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%
(1)
Adjusted to exclude non-core gain expected in Q4 2019 from sale of Transferrable Development Rights.
Forecasted Pro Forma Financial Impact Analysis.   KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of Seacoast and First Bank. Using (i) closing balance sheet estimates as of March 31, 2020 for Seacoast and First Bank provided by Seacoast management or provided by First Bank management (as adjusted by Seacoast management), (ii) consensus “street estimates” of Seacoast publicly available as of November 12, 2019 as discussed with Seacoast management and assumed long-term growth rates for Seacoast provided by Seacoast management, (iii) financial forecasts and projections relating to the net income of First Bank provided by First Bank management (as adjusted by Seacoast management), and (iv) pro forma assumptions (including, without limitation, the cost savings and related expenses expected to result from the merger and certain accounting adjustments and restructuring charges assumed with respect thereto) provided by Seacoast management, KBW analyzed the potential financial impact of the merger on certain projected financial results of Seacoast. This analysis indicated the merger could be accretive to Seacoast’s estimated 2020 EPS and estimated 2021 EPS and dilutive to Seacoast’s estimated tangible book value per share as of March 31, 2020. Furthermore, the analysis indicated that, pro forma for the merger, each of Seacoast’s tangible common equity to tangible assets ratio, Tier 1 Leverage Ratio, Common Equity Tier 1 Ratio, Tier 1 Risk-Based Capital Ratio and Total Risk Based Capital Ratio as of March 31, 2020 could be lower. For all of the above analysis, the actual results achieved by Seacoast following the merger may vary from the projected results, and the variations may be material.
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First Bank Discounted Cash Flow Analysis.   KBW performed a discounted cash flow analysis of First Bank to estimate a range for the implied equity value of First Bank. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of First Bank provided by First Bank management, and KBW assumed discount rates ranging from 12.0% to 16.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that First Bank could generate over the period from September 30, 2019 to December 31, 2024 as a standalone company and (ii) the present value of First Bank’s implied terminal value at the end of such period. KBW assumed that First Bank would maintain a tangible common equity to tangible asset ratio of 9.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of First Bank, KBW applied a range of 10.0x to 13.0x First Bank’s estimated 2025 earnings. This discounted cash flow analysis resulted in a range of implied values per share of First Bank common stock of  $2.81 to $4.34.
The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of First Bank.
Seacoast Standalone Discounted Cash Flow Analysis.   KBW performed a discounted cash flow analysis of Seacoast to estimate a range for the implied equity value of Seacoast. In this analysis, KBW used consensus “street estimates” of Seacoast publicly available as of November 12, 2019 as discussed with Seacoast management and assumed long-term growth rates for Seacoast provided by Seacoast management, and KBW assumed discount rates ranging from 9.0% to 13.0%. The range of values was derived by adding (i) the present value of the estimated excess cash flows that Seacoast could generate over the period from September 30, 2019 to December 31, 2024 as a standalone company, and (ii) the present value of Seacoast’ implied terminal value at the end of such period. KBW assumed that Seacoast would maintain a tangible common equity to tangible asset ratio of 9.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of Seacoast, KBW applied a range of 12.0x to 15.0x Seacoast’s estimated 2025 earnings. This discounted cash flow analysis resulted in a range of implied values per share of Seacoast common stock of  $26.13 per share to $35.33 per share.
The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. The foregoing discounted cash flow analysis did not purport to be indicative of the actual values or expected values of Seacoast or the pro forma combined company.
Miscellaneous.   KBW acted as financial advisor to First Bank and not as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses (and further to an existing sales and trading relationship between a KBW broker-dealer affiliate and Seacoast), may from time to time purchase securities from, and sell securities to, First Bank and Seacoast. In addition, as a market maker in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of Seacoast for its and their own respective accounts and for the accounts of its and their respective customers and clients. KBW employees may also from time to time maintain individual positions in First Bank and Seacoast. As First Bank was previously informed by KBW, such positions currently include an individual position in shares of First Bank common stock held by a senior member of the KBW advisory team providing services to First Bank in connection with the proposed merger.
Pursuant to the KBW engagement agreement, First Bank agreed to pay KBW a total cash fee equal to $500,000, $150,000 of which became payable to KBW with the rendering of its opinion and the balance of which is contingent upon the closing of the merger. First Bank also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in
43

connection therewith. Other than in connection with the present engagement, during the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to First Bank. During the two years preceding the date of its opinion, KBW did not provide investment banking or financial advisory services to Seacoast. KBW may in the future provide investment banking and financial advisory services to First Bank or Seacoast and receive compensation for such services.
Material U.S. Federal Income Tax Consequences of the Merger
The following discussion describes the anticipated material U.S. federal income tax consequences of the merger to U.S. holders (as defined below) of First Bank common stock that exchange their shares of First Bank common stock for shares of Seacoast common stock in the merger. This summary is based upon the Code, Treasury regulations promulgated thereunder, judicial authorities, published positions of the Internal Revenue Service and other applicable authorities, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion.
For purposes of this discussion, a “U.S. holder” means a beneficial owner of First Bank common stock that is for U.S. federal income tax purposes (i) an individual citizen or resident of the U.S., (ii) a corporation, or entity treated as a corporation, organized in or under the laws of the U.S. or any state or political subdivision thereof or the District of Columbia, (iii) a trust if  (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) such trust has made a valid election to be treated as a U.S. person for U.S. federal income tax purposes, or (iv) an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source. This discussion addresses only U.S. holders of First Bank common stock.
This discussion addresses only those First Bank common stockholders that hold their shares of First Bank common stock as a capital asset within the meaning of Section 1221 of the Code (generally, stock held for investment). Further, this discussion does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances or if you are subject to special treatment under the U.S. federal income tax laws, including if you are:

a financial institution;

a tax-exempt organization;

an S corporation or other pass-through entity (or an investor in an S corporation or other pass-through entity);

retirement plans, individual retirement accounts or other tax-deferred accounts;

an insurance company;

a regulated investment company;

a real estate investment trust;

a dealer or broker in stocks and securities, commodities or currencies;

a trader in securities that elects the mark-to-market method of accounting;

a holder of First Bank stock that received such stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

a person that is not a U.S. holder (as defined above);

a person that has a functional currency other than the U.S. dollar;

a holder of First Bank stock that holds such stock as part of a hedge, straddle, constructive sale, conversion or other integrated transaction; or

a U.S. expatriate.
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In addition, the discussion does not address any alternative minimum tax or any state, local or foreign tax consequences of the merger and it does not address any other U.S. federal tax consequences (such as gift or estate taxes or the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010). The actual tax consequences of the merger to you may be complex. These consequences will depend on your individual situation. Holders of First Bank common stock are urged to consult with their own tax advisors as to the tax consequences of the merger in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of any changes in those laws.
If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds First Bank common stock, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. Partners in a partnership holding First Bank common stock should consult their own tax advisors.
Tax Consequences of the Merger Generally
The parties intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code. It is a condition to the parties’ obligation to complete the merger that Seacoast receive an opinion from Alston & Bird LLP, dated the closing date of the merger, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code. The opinion of Alston & Bird LLP provided on behalf of Seacoast will be based on representation letters provided by Seacoast and First Bank and on customary factual assumptions. The opinion described above will not be binding on the Internal Revenue Service or any court. First Bank and Seacoast have not sought and will not seek any ruling from the Internal Revenue Service regarding any matters relating to the merger. There can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth in this discussion. In addition, if any of the representations or assumptions upon which these opinions are based are inconsistent with the actual facts, the U.S. federal income tax consequences of the merger could be adversely affected.
Provided the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, each of Seacoast and First Bank will be a party to such reorganization within the meaning of Section 368(b) of the Code, and neither Seacoast nor First Bank will recognize any gain or loss as a result of the merger.
Provided the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, as a U.S. holder of First Bank common stock that exchanges all of your First Bank common stock for Seacoast common stock, you will not recognize income, gain or loss for U.S. federal income tax purposes, except, as discussed below, with respect to cash received in lieu of fractional shares of Seacoast common stock.
The aggregate tax basis of the Seacoast common stock you receive in the merger (including any fractional shares deemed received and redeemed for cash as described below) will be the same as the aggregate tax basis of the First Bank common stock surrendered in exchange therefor, reduced by any basis allocable to a fractional share of Seacoast common stock for which cash is received. The holding period of the Seacoast common stock received (including any fractional shares deemed received and sold for cash as described below) will include the holding period of the First Bank shares surrendered.
If a U.S. holder acquired different blocks of First Bank common stock at different times or at different prices, the Seacoast common stock such holder receives will be allocated pro rata to each block of First Bank common stock, and the basis and holding period of each block of Seacoast common stock such holder receives will be determined on a block-for-block basis depending on the basis and holding period of the blocks of First Bank common stock exchanged for such block of Seacoast common stock.
Cash In Lieu of Fractional Shares
If you receive cash in lieu of a fractional share of Seacoast common stock, you will be treated as having received the fractional share of Seacoast common stock pursuant to the merger and then as having sold that fractional share of Seacoast common stock for cash in a redemption by Seacoast. As a result, assuming that the cash received is not treated as a dividend, you generally will recognize gain or loss equal
45

to the difference between the amount of cash received and the tax basis allocated to such fractional share. This gain or loss generally will be capital gain or loss and generally will be long-term capital gain or loss if, as of the effective date of the merger, your holding period for the shares (including the holding period of the First Bank common stock deemed surrendered in exchange for a fractional share of Seacoast common stock) is greater than one year. The deductibility of capital losses is subject to limitations.
Information Reporting and Backup Withholding
In certain instances, you may be subject to information reporting and backup withholding (currently at a rate of 24%) on any cash payments you receive. You generally will not be subject to backup withholding, however, if you:

furnish a correct taxpayer identification number, certify that you are not subject to backup withholding on the substitute Form W-9 or successor form included in the letter of transmittal you will receive and otherwise comply with all the applicable requirements of the backup withholding rules; or

provide proof that you are otherwise exempt from backup withholding.
Any amounts withheld under the backup withholding rules are not additional tax and will generally be allowed as a refund or credit against your U.S. federal income tax liability, provided you timely furnish the required information to the Internal Revenue Service.
A First Bank shareholder who receives Seacoast common stock as a result of the merger will be required to retain records pertaining to the merger. Each First Bank shareholder who is required to file a U.S. federal income tax return and who is a “significant holder” that receives Seacoast common stock in the merger will be required to file a statement with such U.S. federal income tax return in accordance with Treasury regulations Section 1.368-3 setting forth information regarding the parties to the merger, the date of the merger, such First Bank shareholder’s basis in the First Bank common stock surrendered and the fair market value of the Seacoast common stock received in the merger. A “significant holder” is a holder of First Bank common stock who, immediately before the merger, owned at least 1% (by vote or value) of the outstanding stock of First Bank or securities of First Bank with a basis for U.S. federal income tax purposes of at least $1 million.
Accounting Treatment
The merger will be accounted for using the acquisition method of accounting with Seacoast treated as the acquiror. Under this method of accounting, First Bank’s assets and liabilities will be recorded by Seacoast at their respective fair values as of the date of completion of the merger. Financial statements of Seacoast issued after the merger will reflect these values and will not be restated retroactively to reflect the historical financial position or results of operations of Seacoast.
Regulatory Approvals
Under federal law, the merger must be approved by the OCC. After receipt of approval of the merger from the OCC, the parties must wait for up to 30 days before completing the merger. If, however, there are no adverse comments from the U.S. Department of Justice and Seacoast receives permission from the OCC to do so, the merger may be completed on or after the fifteenth (15th) day after approval from the OCC.
As of the date of this proxy statement/prospectus, all of the required regulatory applications have been filed. There is no assurance as to whether the regulatory approvals will be obtained or as to the date of such approval. There also can be no assurance that the regulatory approvals received will not contain a condition that would increase any of the minimum regulatory capital requirements of Seacoast following the merger or have a material adverse effect. See “The Merger Agreement — Conditions to Completion of the Merger.”
Dissenters’ Rights for First Bank Shareholders
Notwithstanding any other provisions of this proxy statement/prospectus, shares of First Bank common stock issued and outstanding at the effective time of the merger which are held by a First Bank shareholder who perfects his or her dissenters’ rights in accordance with Section 658.44 of the FFIC (which
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we refer to as “dissenting shares”) will not be converted into or represent the right to receive the merger consideration, and any such holder will be entitled only to such rights of appraisal as are granted by Section 658.44 of the FFIC, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal; provided, however, that no payment in connection with dissenting shares will be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the FFIC and surrendered to Seacoast the certificate or certificates representing the dissenting shares for which payment is being made. If after the effective time of the merger any such dissenting shareholder fails to perfect or effectively withdraws or loses his or her right to appraisal, such shares of common stock shall be treated as if they had been converted at the effective time of the merger into the right to receive the merger consideration. First Bank must give Seacoast prompt notice of any written demands for appraisal, attempted withdrawals of such demands and any other instruments served pursuant to applicable law received by First Bank relating to shareholders’ rights of appraisal (any shareholder making such demand is referred to as a “dissenting shareholder”). Each dissenting shareholder that becomes entitled to payment for any shares of common stock held by such dissenting shareholder will receive payment from Seacoast pursuant to the FFIC. The value of the dissenting shares, as determined in accordance with the FFIC, may be less than the value of the shares of First Bank common stock such shareholder would otherwise receive pursuant to the merger agreement.
TO THE SHAREHOLDERS OF FIRST BANK:
YOU ARE HEREBY NOTIFIED THAT YOU MAY BE ENTITLED TO ASSERT DISSENTERS’ RIGHTS PURSUANT TO FLORIDA STATUTES SECTION 658.44, A COPY OF WHICH IS ATTACHED IN ITS ENTIRETY AS APPENDIX C TO THIS PROXY STATEMENT/PROSPECTUS.
Any First Bank shareholder desiring to assert dissenters’ rights (1) must vote “AGAINST” the merger proposal at the First Bank special meeting or (2) must deliver to First Bank at or prior to the First Bank special meeting written notice of the shareholder’s intent to demand payment for the shares of First Bank common stock if the merger proposal is approved, and must not vote “FOR” the merger proposal. On or promptly after the effective time of the merger, Seacoast may fix an amount which it considers to be not more than the fair market value of the shares of First Bank common stock and which it will pay to the dissenting shareholders and, if it fixes such amount, will offer to pay such amount to the holders of all dissenting shares of First Bank. The owners of dissenting shares who have accepted such offer will be entitled to receive the amount so offered for such shares in cash upon surrendering the stock certificates representing such shares at any time within 30 days after the effective date of the merger.
This is not a complete statement of all applicable requirements and is qualified in its entirety by reference to Section 658.44 of the FFIC, which is reproduced in its entirety as Appendix C to this proxy statement/prospectus.
For a discussion of tax consequences with respect to dissenting shares, see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger — Exercise of Dissenters’ Rights.”
BECAUSE OF THE COMPLEXITY OF THE PROVISIONS OF FLORIDA LAW RELATING TO DISSENTERS’ RIGHTS, SHAREHOLDERS WHO ARE CONSIDERING DISSENTING FROM THE MERGER ARE URGED TO CONSULT THEIR OWN LEGAL ADVISORS.
Board of Directors and Management of SNB Following the Merger
The members of the board of directors and officers of SNB immediately prior to the effective time of the merger will be the directors and officers of the surviving bank and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal.
Information regarding the executive officers and directors of SNB is contained in documents filed by Seacoast with the SEC and incorporated by reference into this proxy statement/prospectus, including Seacoast’s Annual Report on Form 10-K for the year ended December 31, 2018 and its definitive proxy statement on Schedule 14A for its 2019 annual meeting, filed with the SEC on February 26, 2019 and April 5, 2019, respectively. See “Where You Can Find More Information” and “Documents Incorporated by Reference.”
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Interests of First Bank Directors and Executive Officers in the Merger
In the merger, the directors and executive officers of First Bank will receive the same merger consideration for their First Bank shares as the other First Bank shareholders. In considering the recommendation of the First Bank board of directors that you vote to approve the merger agreement, you should be aware that some of the executive officers and directors of First Bank may have interests in the merger and may have arrangements, as described below, that may be considered to be different from, or in addition to, those of First Bank shareholders generally. The First Bank board of directors was aware of these interests and considered them, among other matters, in reaching its decision to adopt and approve the merger agreement and to recommend that First Bank shareholders vote in favor of approving the merger agreement. See “The Merger — Background of the Merger” and “The Merger — First Bank’s Reasons for the Merger and Recommendations of the First Bank Board of Directors.” First Bank’s shareholders should take these interests into account in deciding whether to vote “FOR” the proposal to adopt the merger agreement. These interests are described in more detail below, and certain of them are quantified in the narrative below.
Treatment of First Bank Equity Awards
The merger agreement requires First Bank to take all actions necessary to cause each award, grant, unit, option to purchase or other right to receive shares of First Bank common stock, which we refer to as First Bank equity awards, issued and outstanding immediately prior to the effective time to be terminated. Each holder of such equity award will be entitled to receive an amount in cash, without interest, equal to the product of  (i) the aggregate number of shares of First Bank common stock subject to such equity award immediately prior to its termination, multiplied by (ii) the excess, if any, of the value of the merger consideration, as determined as of the effective time, over the per share exercise price of the First Bank equity award.
The following table sets forth, for each of First Bank’s senior officers and directors, the number of all outstanding stock options held by each such person as of December 31, 2019, and the estimated value of the merger consideration that each will receive as of the effective time of the merger in connection with such award:
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
Change in Control Agreements with First Bank
Joseph Shearouse (Chairman and Chief Executive Officer), John Ahrenholz (President and Chief Operating Officer), Steven Eassa (Senior Vice President and Chief Lending Officer), Brian Mahoney
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(Senior Vice President and Chief Financial Officer) and Cindy Sheppard (Senior Vice President and Chief Risk Officer) currently have change in control agreements with First Bank that provide for cash payments in the event of a change in control. The change in control agreements provide for a severance payment equal to a multiple of base salary and highest annual cash bonus over the last three full fiscal years (2.99X, in the case of Messrs. Shearouse and Ahrenholz, and 1X in the case of Mr. Eassa, Mr. Mahoney and Ms. Sheppard), plus payment for COBRA premiums for a period of time following termination of employment, if the employee is terminated within 12 months following a change in control (three years, in the case of Messrs. Shearouse and Ahrenholz, and one year in the case of Mr. Eassa, Mr. Mahoney and Ms. Sheppard). As of January 1, 2020, the estimated value of the change in control or severance payments to each executive is as follows:
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

The employment agreement provides for a one-time cash payment to Mr. Shearouse in an amount equal to $[770,000] within 30 days following the effective time of the merger, which represents a portion of the amount that would be due to Mr. Shearouse under his existing change in control agreement with First Bank, provided that Mr. Shearouse executes a release of claims.

Upon expiration of his initial employment term or upon the earlier resignation or termination of his employment for any reason other than cause, Seacoast will pay Mr. Shearouse a cash payment equal to $[320,000] as consideration for his compliance with these covenants and the confidentiality obligations set forth in the employment agreement.
The percentage of beneficial ownership is calculated based on 5,213,491 outstanding shares of First Bank common stock (including both Class A and Class B common stock). Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to those securities, and includes shares issuable pursuant to the exercise of stock options that are exercisable within 60 days of December 31, 2019. As of December 31, 2019, First Bank’s directors and executive officers held 476,399 stock options that were exercisable within 60 days after December 31, 2019. Unless otherwise indicated, to First Bank’s knowledge, the persons identified in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.
Effective as of closing, Mr. Shearouse’s change in control agreement will be terminated and replaced with an employment agreement with Seacoast, as described below. The change in control payments to the other officers listed above will be paid in cash in a single lump sum within thirty (30) days following closing, provided that each officer executes a release of claims.
Restrictive Covenant Agreements; Claims Letters
Certain non-employee directors of First Bank and/or First Bank have entered into a restrictive covenant agreement with Seacoast, covering a three-year period commencing with the effective time of the merger, in the form attached as Exhibit C to the merger agreement attached as Appendix A to this document. Certain executive officers of First Bank have entered into a restrictive covenant agreement with Seacoast, covering a two-year period commencing with the effective time of the merger, in the form attached as Exhibit C to the merger agreement attached as Appendix A to this document. In addition, each director and certain executive officers of First Bank has entered into a claims letter in the form attached as Exhibit B to the merger agreement attached as Appendix A to this document, by which they have agreed to release certain claims against First Bank, effective as of the effective time of the merger.
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Indemnification and Insurance
As described under “The Merger Agreement — Indemnification and Directors’ and Officers’ Insurance,” after the effective time of the merger, Seacoast will indemnify and defend the present and former directors and officers of First Bank against claims pertaining to matters occurring at or prior to the closing of the merger as permitted by First Bank’s organizational documents and the FFIC. Seacoast also has agreed, for a period of no less than six years after the effective time of the merger, to provide coverage to present and former directors and officers of First Bank pursuant to First Bank’s existing directors’ and officers’ liability insurance. This insurance policy may be substituted, but must contain at least the same coverage and amounts, and contain terms no less advantageous than the coverage currently provided by First Bank. In no event shall Seacoast be required to expend for the tail insurance a premium amount in excess of 150% of the annual premiums paid by First Bank for its directors’ and officers’ liability insurance in effect as of the date of the merger agreement.
Employment Agreement
Seacoast and SNB will enter into an employment agreement with Mr. Shearouse, to be effective upon the effective time of the merger. The employment agreement provides for a one-time cash payment to Mr. Shearouse in an amount equal to $[770,000] within 30 days following the effective time of the merger, which represents a portion of the amount that would be due to Mr. Shearouse under his existing change in control agreement with First Bank, provided that Mr. Shearouse executes a release of claims. Pursuant to the employment agreement, SNB will employ Mr. Shearouse as Palm Beach Market President for an initial term of two years. During the term of his employment, Seacoast will pay Mr. Shearouse a salary equal to $250,000 per year. If Mr. Shearouse’s employment is terminated for any reason, including a termination by SNB with or without “cause” (as defined in the employment agreement), or a resignation with or without “good reason” (as defined in the employment agreement), he will be entitled to receive any unpaid salary through the termination date, payment in lieu of any accrued but unused vacation time and payment of any unreimbursed expenses (which we collectively refer to as “accrued obligations”). Pursuant to the employment agreement, Mr. Shearouse is subject to certain restrictive covenants, including a covenant not to compete, a covenant not to solicit any customer or prospective customer for purposes of engaging in the business of banking, and a covenant not to solicit certain protected employees of Seacoast and/or SNB, each of which applies during the term of the employment agreement and for a period ending on the later of: (i) the third anniversary of the effective date of the agreement and (ii) the second anniversary following the termination of his employment. Upon expiration of his initial employment term or upon the earlier resignation or termination of his employment for any reason other than cause, Seacoast will pay Mr. Shearouse a cash payment equal to $[320,000] as consideration for his compliance with these covenants and the confidentiality obligations set forth in the employment agreement.
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PROPOSAL 2: ADJOURNMENT OF THE FIRST BANK SPECIAL MEETING
First Bank shareholders are being asked to approve the adjournment proposal.
If this adjournment proposal is approved, the First Bank special meeting could be adjourned to any date. If the First Bank special meeting is adjourned, First Bank shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use. If you sign and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares of First Bank common stock will be voted in favor of the adjournment proposal.
The affirmative vote of a majority of the votes cast on the proposal, in person or by proxy, at the special meeting by holders of shares of First Bank common stock is required to approve the adjournment proposal.
THE FIRST BANK BOARD OF DIRECTORS RECOMMENDS THAT FIRST BANK SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
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THE MERGER AGREEMENT
The following is a summary of the material provisions of the merger agreement. This summary is qualified in its entirety by reference to the merger agreement, a copy of which is included as Appendix A to this proxy statement/prospectus and is incorporated herein by reference. You should read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.
The Merger
The boards of directors of Seacoast and First Bank have each approved and adopted the merger agreement, which provides for the merger of First Bank with and into SNB, with SNB surviving the merger as the surviving bank in the merger. Each share of First Bank common stock outstanding immediately prior to the effective time of the merger (excluding shares held by First Bank, SNB, Seacoast and their wholly-owned subsidiaries, and dissenting shares described below) shall be converted into the right to receive the merger consideration as described further below. Each share of Seacoast common stock outstanding immediately prior to the effective time of the merger will remain outstanding as one share of Seacoast common stock and will not be affected by the merger.
All shares of Seacoast common stock received by First Bank shareholders in the merger will be freely tradable, except that shares of Seacoast common stock received by persons who become affiliates of Seacoast for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act.
Closing and Effective Time of the Merger
The parties will use their reasonable best efforts to cause the effective time of the merger to occur on a mutually agreeable date following the date on which satisfaction or waiver of the closing conditions set forth in the merger agreement has occurred.
We currently expect that the merger will be completed in the first quarter of 2020, subject to the approval of the merger agreement by First Bank shareholders and certain bank regulators and subject to other conditions as described further in this proxy statement/prospectus. However, completion of the merger could be delayed if there is a delay in satisfying any other conditions to the merger. No assurance is made as to whether, or when, Seacoast and First Bank will complete the merger. See “The Merger Agreement — Conditions to Completion of the Merger.”
Merger Consideration
Under the terms of the merger agreement, each share of First Bank common stock outstanding immediately prior to the effective time of the merger (excluding certain shares held by Seacoast, First Bank, SNB and their wholly-owned subsidiaries and dissenting shares described below) will be converted into the right to receive 0.2000, which we refer to as the exchange ratio, of a share of Seacoast common stock (which we refer to as the “merger consideration,” and also referred to in an aggregate consideration amount as the “aggregate merger consideration”). Please see “The Merger Agreement — Consideration” for more information. If First Bank’s consolidated tangible shareholders’ equity as of the close of business on the fifth business day prior to the closing date is less than $14,104,000 (less the after-tax impact of permitted expenses) and general allowance for loan and lease losses is less than 0.73% of total loans and leases outstanding, Seacoast shall have the option to adjust the merger consideration downward by an amount that equals the difference between $14,104,000 (less the after-tax impact of permitted expenses) and First Bank’s consolidated tangible shareholders’ equity.
For each fractional share that would otherwise be issued, Seacoast will pay cash (without interest) in an amount equal to such fractional part of a share of Seacoast common stock multiplied by the average daily volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the twenty trading days ending on the trading day immediately prior to the determination date, less any applicable withholding taxes. The “determination date” is defined in the merger agreement as the later of the date on which the last required consent obtained without regard to any requisite waiting period or the date on which First Bank shareholder approval is obtained. No holder will be entitled to dividends, voting rights or any other rights as a shareholder in respect of any fractional share.
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In addition, each share of First Bank common stock issued and outstanding and held by a shareholder who has given notice of its intention to assert the right to dissent in accordance Section 658.44 of the FFIC and who has not voted in favor of the merger agreement and has otherwise complied with the provisions of Florida law will not be converted into the right to receive the merger consideration (which we refer to as “dissenting shares”). Instead, dissenting shares will become the right to receive whatever consideration may be determined to be due to such dissenting shareholder under Section 658.44 of the FFIC. If any dissenting shareholder fails to perfect or effectively withdraws its demand for appraisal or otherwise loses its rights as a dissenting shareholder under Section 658.44, dissenting shares held by such dissenting shareholder will be treated as though such dissenting shares had been converted into and exchangeable, at the effective time, for the right to receive the merger consideration (without interest). See “The Merger — Dissenters’ Rights for First Bank Shareholders.”
If the number of shares of Seacoast common stock or First Bank common stock issued and outstanding prior to the effective time of the merger is increased or decreased as a result of a stock split, stock combination, stock dividend or similar transaction with respect to the Seacoast common stock or First Bank common stock, then the merger consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to the parties.
Based upon the closing sale price of the Seacoast common stock on the NASDAQ Global Select Market of  $          on          , 2020, the last practicable trading date prior to the printing of this proxy statement/prospectus, each share of First Bank common stock will be entitled to be exchanged for total merger consideration with a value equal to approximately $          per share.
The value of the shares of Seacoast common stock to be issued to First Bank shareholders in the merger will fluctuate between now and the closing date of the merger. We make no assurances as to whether or when the merger will be completed, and you are advised to obtain current sale prices for the Seacoast common stock. See “Risk Factors — Because the sale price of the Seacoast common stock will fluctuate, you cannot be sure of the value of the stock consideration that you will receive in the merger until the closing.”
Treatment of First Bank Equity Awards
The merger agreement requires First Bank to take all actions necessary to cause each First Bank equity award issued and outstanding immediately prior to the effective time of the merger to be terminated in exchange for an amount in cash, without interest, equal to the product of  (i) the total number of shares of First Bank common stock subject to such First Bank equity award prior to its termination, multiplied by (ii) the excess, if any, of the value of the merger consideration as finally determined as of the effective time of the merger, over the exercise price per share of the First Bank equity award.
Exchange Procedures
Seacoast has appointed as the exchange agent under the merger agreement its exchange agent, Continental Stock Transfer and Trust Company. The merger agreement requires Seacoast to cause the exchange agent as promptly as practicable after the effective time and within five business days, to send to each former holder of shares of First Bank common stock, including holders of First Bank equity awards who received First Bank common stock in accordance with the exercise of such First Bank equity awards prior to the effective time, but excluding the holders, if any, of dissenting shares, transmittal materials for use in exchanging such holder’s First Bank certificates for the merger consideration. Upon surrender to the transfer agent of its certificates, a holder will be entitled to receive the merger consideration and any cash in lieu of a fractional share of Seacoast common stock to be issued.
Subject to law, following the surrender of any certificate or book-entry shares, there shall be issued and/or paid to the holder of the certificates representing whole shares of Seacoast common stock issued in exchange for First Bank common stock, without interest: (i) at the time of such surrender, the dividends or other distributions with a record date after the effective time of the merger payable with respect to the whole shares of Seacoast common stock and not paid; and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to shares of Seacoast common stock with a record date after the effective time of the merger and with a payment date subsequent to surrender.
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After the effective time of the merger, there will be no registration of transfers on the stock transfer books of First Bank of First Bank common stock.
Organizational Documents of Surviving Bank; Directors and Officers
The organizational documents of SNB in effect immediately prior to the effective time of the merger shall be the organizational documents of the surviving bank after the effective time of the merger. The directors and officers of SNB immediately prior to the effective time of the merger shall continue as the directors and officers of the surviving bank following the effective time of the merger.
Conduct of Business Pending the Merger
Pursuant to the merger agreement, First Bank has agreed to certain restrictions on its activities until the effective time of the merger. In general, First Bank has agreed that, except as otherwise contemplated or permitted by the merger agreement, it will:

conduct its business in the ordinary course consistent with past practice;

use commercially reasonable efforts to maintain and preserve intact its business organization, employees and advantageous business relationships;

maintain its books, accounts and records in the usual manner on a basis consistent with that heretofore employed; and

provide Seacoast with First Bank’s consolidated balance sheets and related statements of operations and shareholders’ equity and comprehensive income prepared for any periods subsequent to the date of the merger agreement.
Each of the parties have agreed not to take any action that would adversely affect or delay (i) the approval of the merger agreement by First Bank shareholders, (ii) the receipt of all required regulatory consents or (iii) the ability of either party to perform its respective covenants and agreements under the merger agreement or to consummate the transactions contemplated by the merger agreement.
Each of Seacoast and First Bank have agreed to use all reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, to permit consummation of merger as promptly as practicable and otherwise to enable the consummation of the transactions contemplated by the merger agreement.
First Bank has also agreed that, except as expressly contemplated or permitted by the merger agreement, it will not, without the prior written consent of Seacoast’s chief executive officer or chief financial officer (not to be unreasonably withheld, conditioned or delayed), do any of the following:

amend its organizational documents or any resolution or agreement concerning indemnification of its directors or officers;

adjust, split, combine, subdivide or reclassify any capital stock;

make, declare, set aside or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares its capital stock;

grant any securities or obligations convertible into or exercisable for or giving any person any right to subscribe for or acquire, or any options, calls, restricted stock, deferred stock awards, stock units, phantom awards, dividend equivalents, or commitments relating to, or any stock appreciation right or other instrument;

issue, sell, pledge, dispose of, grant, transfer, lease, license, guarantee, encumber or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of its capital stock, except pursuant to the exercise of First Bank equity awards outstanding as of the date of the merger agreement;

make any change in any instrument or contract governing the terms of any of its securities;
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make any investment in any other person, other than in the ordinary course of business or consistent with past practices;

charge off  (except as may be required by law or by regulatory authorities or by GAAP) or sell (except in the ordinary course of business consistent with past practices) any of its portfolio of loans, discounts or financing leases or sell any asset held as other real estate owned (“OREO”) or other foreclosed assets for an amount less than its book value;

terminate or allow to be terminated any of the policies of insurance maintained on its business or property, cancel any material indebtedness owing to it or any claim that it may possess or waive any right of substantial value or discharge or satisfy any material noncurrent liability;

enter into any new line of business or change its lending, investment, underwriting, risk and asset liability management and other banking and operating policies other than as required by law or any policies imposed by any governmental authority;

lend any money or pledge any of its credit in connection with any aspect of its business (except in the ordinary course of business consistent with past practices);

mortgage or otherwise subject to any lien, encumbrance or other liability any of its assets (except in the ordinary course of business consistent with past practices);

sell, assign or transfer any of its assets in excess of  $50,000 in the aggregate (except in the ordinary course of business consistent with past practices and except for property held as OREO);

incur any material liability, commitment, indebtedness or obligation or cancel, release or assign any indebtedness of any person or any claims against any person (except (i) in the ordinary course of business consistent with past practice or (ii) pursuant to contracts in force as of the date of the merger agreement and disclosed in the disclosure schedules attached thereto);

transfer, agree to transfer or grant, or agree to grant a license to, any of its material intellectual property (other than in the ordinary course of business consistent with past practice);

except in the ordinary course of business consistent with past practice, incur any indebtedness for borrowed money (other than short-term indebtedness incurred to refinance short term indebtedness) or assume, guarantee, endorse or otherwise become responsible for the obligations of any other person;

other than purchases of investment securities in the ordinary course of business or in consultation with Seacoast, restructure or change its investment securities portfolio or its gap position, through purchases, sales or otherwise, or the manner in which the portfolio is classified or reported;

terminate or waive any material provision of any contract other than normal renewals of contracts without materially adverse changes of terms or otherwise amend or modify any material contract;

other than in the ordinary course of business and consistent with past practice or as required by benefit plans and contracts in effect as of the date of the merger agreement, (i) increase in any manner the compensation or fringe benefits of, or grant any bonuses to, any director, officer or employee, whether under a benefit plan or otherwise, (ii) pay any pension or retirement allowance not required by any existing benefit plan or contract to any director, officer or employee, (iii) become a party to, amend or commit itself to any benefit plan or contract (or any individual contracts evidencing grants or awards) or employment agreement, retention agreement or severance arrangement with or for the benefit of any director, officer or employee, (iv) accelerate the vesting of, or the lapsing of restrictions with respect to, rights pursuant to any First Bank stock plan, except as provided in the merger agreement, (v) make any changes to a benefit plan that are not required by law, or (vi) hire or terminate the employment of a chief executive officer, president, chief financial officer, chief risk officer, chief credit officer, internal auditor, general counsel or other officer holding the position of senior vice president or above or any employee with annual base salary and incentive compensation that is reasonably anticipated to exceed $100,000;
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settle any litigation, except in the ordinary course of business;

revalue any of its assets or change any method of accounting or accounting practice used by it, other than changes required by GAAP or the FDIC or any regulatory authority;

file or amend any tax return except in the ordinary course of business or settle or compromise any tax liability or make, change or revoke any tax election or change any method of tax accounting, except as required by applicable law;

enter into any closing agreement as described in Section 7121 of the Code (or any similar provision of law) or surrender any claim for a refund of taxes or consent to any extension or waiver of the limitations period applicable to any claim or assessment with respect to taxes;

knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions to the merger not being satisfied, except as may be required by applicable law;

merge or consolidate with any other person;

acquire assets outside of the ordinary course of business consistent with past practices from any other person with a value or purchase price in the aggregate in excess of  $50,000, other than purchase obligations pursuant to contracts in effect prior to the execution of the merger agreement and set forth in the disclosure schedules attached to the merger agreement;

enter into any contract that is material and would have been material had it been entered into prior the execution of the merger agreement;

make any adverse changes in the mix, rates, terms or maturities of its deposits or other liabilities;

close or relocate any existing branch or facility;

make any extension of credit that, when added to all other extensions of credit to a borrower and its affiliates, would exceed its applicable regulatory limits;

take any action or fail to take any action that will cause First Bank’s consolidated tangible shareholders’ equity to be less than $14,104,000 (less permitted expenses) at the effective time of the merger;

make any loans, or enter into any commitments to make loans, which vary other than in immaterial respects from its written loan policies (subject to certain exceptions and thresholds, provided that First Bank may extend or renew credit or loans in the ordinary course of business consistent with past lending practices or in connection with the workout or renegotiation of current loans);

take any action that at the time of taking such action is reasonably likely to prevent, or would materially interfere with, the consummation of the merger;

knowingly take any action that would prevent or impede the merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; or

agree or commit to take any of the actions set forth above.
Company Shareholder Approval
First Bank has agreed to call a meeting of its shareholders as soon as reasonably practicable after the Registration Statement on Form S-4 is declared effective by the SEC for the purpose of obtaining shareholder approval of the merger agreement. First Bank has further agreed to use its reasonable best efforts to cause the shareholder meeting to occur as soon as reasonably practicable.
Regulatory Matters
This proxy statement/prospectus forms part of a Registration Statement on Form S-4 which Seacoast has filed with the SEC. Seacoast has agreed to use all reasonable efforts to cause the Registration Statement to be declared effective by the SEC as promptly as reasonably practicable after filing.
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Each of Seacoast and First Bank has agreed to use all reasonable best efforts to obtain all permits required by the securities laws, including state securities law or “blue sky” permits, necessary to carry out the transactions contemplated by the merger agreement and each of Seacoast and First Bank has agreed to furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action.
Seacoast and First Bank have agreed to use all respective reasonable best efforts to take, or cause to be taken, in good faith, all actions and to do, or cause to be done, all things necessary, proper or desirable, or advisable under applicable laws, to permit the consummation of the merger as promptly as practicable.
Seacoast and First Bank have agreed to consult with each other with respect to the obtaining of all regulatory consents and other material consents advisable to consummate the transactions contemplated by the merger agreement, and each party has agreed to keep the other apprised of the status of material matters relating to the completion of the transactions contemplated by the merger agreement.
Seacoast and First Bank have agreed to promptly furnish to each other copies of applications filed with all governmental authorities and copies of written communications received by such party from any governmental authorities with respect to the transactions contemplated by the merger agreement. Additionally, each of Seacoast and First Bank has agreed to cooperate fully with and furnish information to the other party, and obtain all consents of, and give all notices to and making all filings with, all governmental authorities and other third parties that may be or become necessary for the performance of its obligations under the merger agreement and the consummation of the other transactions contemplated by the merger agreement.
NASDAQ Listing
Seacoast has agreed to cause the shares of Seacoast common stock to be issued in connection with the merger to be approved for listing on the NASDAQ Global Select Market, subject to official notice of issuance, prior to the effective time of the merger.
Employee Matters
Following the effective time of the merger, Seacoast has agreed to maintain employee benefit plans and compensation opportunities for full-time active employees of First Bank on the closing date of the merger (referred to below as “covered employees”) that provide employee benefits and compensation opportunities which, in the aggregate, are substantially comparable to the employee benefits and compensation opportunities that are available on a uniform and non-discriminatory basis to similarly situated employees of Seacoast or its subsidiaries (provided that in no event are covered employees eligible to participate in any closed or frozen plan of Seacoast or its subsidiaries and provided further that in no event is Seacoast required to take into account any retention arrangements or equity compensation when determining whether employee benefits are substantially comparable). Seacoast will give the covered employees full credit for their prior service with First Bank for purposes of eligibility (including initial participation and eligibility for current benefits) and vesting under any qualified or non-qualified employee benefit plan maintained by Seacoast in which covered employees may be eligible to participate and for all purposes under any welfare benefit plans, vacation plans, and similar arrangements maintained by Seacoast.
With respect to any Seacoast health, dental, vision or other welfare plan in which any covered employee is eligible to participate following the closing date of the merger, Seacoast or its applicable subsidiary must use its commercially reasonable best efforts to (i) cause any pre-existing condition limitations or eligibility waiting periods under such plan to be waived with respect to the covered employee to the extent the condition was, or would have been, covered under the First Bank benefit plan in which the covered employee participated immediately prior to the effective time of the merger and (ii) recognize any health, dental, vision or other welfare expenses incurred by the covered employee in the year that includes the closing date of the merger for purposes of any applicable deductible and annual out-of-pocket expense requirements.
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If, within 6 months after the effective time of the merger, any covered employee is terminated by Seacoast or its subsidiaries other than “for cause” or as a result of a death, disability or unsatisfactory job performance, then Seacoast will pay severance to the covered employee in an amount set forth in its severance policies. Any severance to which a covered employee may be entitled in connection with a termination occurring more than 6 months after the effective time of the merger will be as set forth in its severance policies.
Indemnification and Directors’ and Officers’ Insurance
From and after the effective time of the merger, Seacoast has agreed to indemnify, defend and hold harmless the present and former directors and officers of First Bank against any liability, judgments, fines and amounts paid in settlement in connection with any threatened or actual claim, action, suit, proceeding or investigation arising in whole or in part out of, or pertaining to (i) the fact that such person is or was a director, officer or employee of First Bank, its subsidiaries or any of its predecessors or (ii) the merger agreement or any of the transactions contemplated by the merger agreement, whether asserted or arising before or after the effective time, to the same extent permitted by law and as such persons are indemnified or have the right to advancement of expenses pursuant to First Bank’s organizational documents and the FFIC. All existing rights to indemnification and all existing limitations on liability existing in favor of the directors, officers and employees of First Bank as provided in its organizational documents shall survive the merger and remain in full force and effect and shall be honored by Seacoast.
Seacoast also has agreed, for a period of no less than six years following the effective time of the merger, to provide directors’ and officers’ liability insurance to reimburse present and former officers and directors of First Bank or its subsidiaries with respect to claims against such directors and officers arising from facts or events occurring before the effective time of the merger. Such insurance must contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the indemnified party as the coverage provided by First Bank. In no event shall Seacoast be required to expend for the tail insurance a premium amount in excess of 150% of the annual premiums paid by First Bank for its directors’ and officers’ liability insurance in effect as of the date of the merger agreement.
Third Party Proposals
First Bank has agreed that it will not, and will cause its directors, officers, and employees, any investment banker, financial advisor, attorney, accountant, consultant, agent or other representative and its affiliates not to: (i) initiate, solicit, encourage or knowingly facilitate inquiries or proposals with respect to, (ii) engage or participate in any negotiations concerning, or (iii) provide any confidential or nonpublic information or data to, or have or participate in any discussions with, any person related to any acquisition proposal. “Acquisition proposal” means, other than the transactions contemplated by the merger agreement, any offer, proposal or inquiry relating to, or any third party indication of interest in, (i) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of First Bank or 25% or more of any class of equity or voting securities of First Bank, (ii) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in or would reasonably be expected to result in such third party beneficially owning 25% or more of any class of equity or voting securities of First Bank, (iii) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving First Bank, or (iv) any other transaction the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the merger or that could reasonably be expected to dilute materially the benefits to Seacoast of the transactions contemplated by the merger agreement.
However, the merger agreement provides that if First Bank receives an unsolicited bona fide acquisition proposal that does not violate the “no shop” provisions in the merger agreement and First Bank’s board of directors concludes in good faith that there is a reasonable likelihood that such proposal constitutes or is reasonably likely to result in a superior proposal (as defined below), then First Bank may, and may permit its officers and representatives to, furnish or cause to be furnished non-public information or data and participate in negotiations or discussions to the extent the First Bank board of directors concludes in good faith (after consultation with its outside legal counsel) that failure to take such actions would constitute, or would be reasonably likely to result in, a breach of its fiduciary duties under applicable
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law. Prior to providing any non-public information, First Bank shall have entered into a confidentiality agreement with such third party with terms no less favorable to First Bank than the confidentiality agreement entered into by First Bank and Seacoast prior to the execution of the merger agreement. First Bank must promptly advise Seacoast within two (2) business days following receipt or notice of any acquisition proposal and the substance of such proposal (including the identity of the person making such proposal) and must keep Seacoast apprised of any related developments, discussions and negotiations on a current basis. A “superior proposal” means any bona fide, unsolicited, written “acquisition proposal” for at least a majority of the outstanding shares of First Bank common stock on terms that the First Bank board of directors concludes in good faith, (i) after receiving the written advice of its financial advisor, (ii) after taking into account the likelihood of consummation of such proposal on the terms set forth in the proposal (as compared to, and with due regard for, the terms of the merger agreement) and (iii) after taking into account all legal (with the written advice of outside counsel), financial (including the financing terms of any such proposal), regulatory and other aspects of such proposal and any other relevant factors permitted under applicable law, is more favorable to the First Bank shareholders from a financial point of view than the merger (including the terms, if any, proposed by Seacoast to amend or modify the terms of the transactions contemplated by the merger agreement).
The merger agreement generally prohibits First Bank’s board of directors from making a change in recommendation (i.e., from withdrawing or modifying in a manner adverse to Seacoast the recommendation of the First Bank board of directors set forth in this proxy statement/prospectus that the First Bank shareholders vote to approve the merger agreement, or from making or causing to be made any third party or public communication proposing or announcing an intention to withdraw or modify in a manner adverse to Seacoast such recommendation). At any time prior to the approval of the merger agreement by the First Bank shareholders, however, the First Bank board of directors may effect a change in recommendation if the First Bank board of directors concludes in good faith (after consultation with its financial advisor and outside legal counsel) that an acquisition proposal constitutes or would reasonably be expected to constitute a superior proposal and that the failure to accept such superior proposal would reasonably be expected to result in a breach of its fiduciary obligations under applicable laws, and terminate the merger agreement and enter into a definitive agreement with respect to such superior proposal.
The First Bank board of directors may not make a change in recommendation and terminate the merger agreement with respect to an acquisition proposal, unless: (i) First Bank has not breached any of the provisions of the merger agreement relating to third party acquisition proposals in any respect; (ii) the First Bank board of directors determines in good faith (after consultation with outside legal counsel and its financial advisors) that such superior proposal has been made and has not been withdrawn and continues to be or is reasonably be expected to continue to be a superior proposal (after taking into account all adjustments to the terms of the merger agreement offered by Seacoast); (iii) First Bank has given Seacoast at least 4 business days’ prior written notice of its intention to take such action (which notice shall specify the material terms and conditions of any superior proposal including the identity of the person making such superior proposal) and has contemporaneously provided an unredacted copy of the relevant proposed transaction agreements with the person making such superior proposal; and (iv) before effecting such change in recommendation, First Bank has negotiated, and has caused its representatives to negotiate, in good faith with Seacoast during the notice period (to the extent Seacoast wishes to negotiate) to enable Seacoast to revise the terms of the merger agreement so that such superior proposal no longer constitutes a superior proposal. In the event of any material change to the terms of a superior proposal, First Bank shall be required to deliver a new written notice to Seacoast and the four business day negotiation period with Seacoast shall have recommenced.
If the First Bank board of directors makes a change in recommendation, or if First Bank terminates the merger agreement to enter into an agreement with respect to a superior proposal, First Bank could be required to pay Seacoast a termination fee of  $1,500,000 in cash. See “The Merger Agreement — Termination,” and “The Merger Agreement — Termination Fee.”
Systems Integration; Operating Functions
From and after the date of the merger agreement, First Bank shall and shall cause its directors, officers and employees to and shall make all commercially reasonable best efforts (without undue disruption to its business) to cause First Bank’s data processing consultants and software providers to, cooperate and assist
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First Bank and Seacoast in connection with an electronic and systems conversion of all applicable data of First Bank to the Seacoast systems, including the training of First Bank employees during normal banking hours. Additionally, First Bank shall provide Seacoast access to its data files to facilitate the conversion process, including but not limited to (i) sample data files with data dictionary no later than 30 days following the date of the merger agreement, (ii) a full set of data files, including electronic banking and online bill payment data, for mapping and mock conversion no later than 90 days prior to the targeted conversion date as determined by Seacoast, (iii) a second full set of data files from which to establish CIS records, deposit shells, electronic banking accounts, bill payment, payees and order debit cards no later than 21 days prior to the targeted conversion date, and (iv) a final set of data files no later than the date of the targeted conversion date. First Bank shall cooperate with Seacoast in connection with the planning for the efficient and orderly combination of the parties and the operation of SNB (including the former operations of First Bank) after the merger, and in preparing for the consolidation of appropriate operating functions to be effective at the effective time of the merger, or such later time as may be decided by Seacoast. First Bank shall take any action Seacoast may reasonably request prior to the effective time of the merger to facilitate the combination of the operations of First Bank with SNB. First Bank shall provide office space and support services in connection with the foregoing, and senior officers of First Bank and Seacoast shall meet from time to time as First Bank or Seacoast may reasonably request, to review the financial and operational affairs of First Bank and its subsidiaries, and First Bank shall give due consideration to Seacoast’s input on such matters, with the understanding that, neither Seacoast nor SNB will be permitted to exercise control of First Bank prior to the effective time of the merger and First Bank shall not be under any obligation to act in a manner that could reasonably be deemed to constitute anti-competitive behavior under federal or state antitrust laws.
Representations and Warranties
The merger agreement contains generally customary representations and warranties of Seacoast and First Bank relating to their respective businesses. The representations and warranties of each of Seacoast and First Bank have been made solely for the benefit of the other party, and these representations and warranties should not be relied on by any other person. In addition, these representations and warranties:

have been qualified by information set forth in confidential disclosure schedules in connection with signing the merger agreement — the information contained in these schedules modifies, qualifies and creates exceptions to the representations and warranties in the merger agreement;

will not survive consummation of the merger;

may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to the merger agreement if those statements turn out to be inaccurate;

are in some cases subject to a materiality standard described in the merger agreement which may differ from what may be viewed as material by you; and

were made only as of the date of the merger agreement or such other date as is specified in the merger agreement.
The representations and warranties made by Seacoast and First Bank to each other primarily relate to:

corporate organization, existence, power and standing;

corporate authorization to enter into the merger agreement and to consummate the merger;

absence of any breach of organizational documents, violation of law or breach of agreements as a result of the merger;

regulatory consents and approvals required in connection with the merger;

capitalization;

ownership of subsidiaries;

financial statements;

legal proceedings;
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compliance with laws and the absence of regulatory agreements;

reports filed with governmental entities, including, in the case of Seacoast, the SEC;

Community Reinvestment Act compliance;

absence of any actions or any fact or circumstance that would prevent the merger from qualifying as a “reorganization” within the meaning of the Code or materially impede or delay the receipt of any required regulatory consent;

fees paid to financial advisors; and

representations and warranties not misleading.
First Bank has also made representations and warranties to Seacoast with respect to:

absence of a material adverse effect on First Bank since January 1, 2019 and absence of certain other changes or events;

tax matters;

environmental matters;

labor relations and employee benefit plans;

material contracts;

intellectual property;

loan and investment portfolios;

adequacy of allowances for losses;

loans to executive officers and directors;

privacy of customer information;

technology systems;

maintenance of insurance policies;

corporate documents;

the inapplicability to the merger of state takeover laws;

real and personal property;

opinion of financial advisor; and

transactions with affiliates.
Additionally, Seacoast has also made a representation and warranty to First Bank with respect to the legality of Seacoast common stock to be issued in connection with the merger.
Certain of the representations and warranties of First Bank and Seacoast are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, the term “material adverse effect” means, with respect to First Bank and Seacoast, any change, event, development, violation, inaccuracy or circumstance the effect, individually or in the aggregate, of which is or is reasonably likely to have, (i) a material adverse impact on the condition (financial or otherwise), property, business, assets (tangible or intangible) or results of operations or prospects of such party taken as a whole or (ii) prevents or materially impairs, or would be reasonably likely to prevent or materially impair, the ability of such party to perform its obligations under the merger agreement or to timely consummate the merger or the other transactions contemplated by the merger agreement; provided, however, that “material adverse effect” shall not be deemed to include (A) the impact of actions and omissions of a party (or any of its subsidiaries) taken with the prior written consent or at the direction of the other party in contemplation of the transactions contemplated by the merger agreement, (B) changes after the date of the merger agreement in GAAP or regulatory accounting requirements generally applicable to banks and their holding companies,
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(C) changes after the date of the merger agreement in laws, rules or regulations or interpretations of laws, rules or regulations by governmental authorities of general applicability to banks and their holding companies and (D) changes after the date of the merger agreement in general economic or market conditions in the United States or any state or territory thereof, in each case generally affecting banks and their holding companies, except to the extent with respect to clauses (B), (C) or (D) that the effect of such changes are disproportionately adverse to the condition (financial or otherwise), property, business, assets (tangible or intangible), liabilities or results of operations of such party and its subsidiaries taken as a whole, as compared to other banks and their holding companies.
Conditions to Completion of the Merger
Mutual Closing Conditions.   The obligations of Seacoast and First Bank to complete the merger are subject to the satisfaction or waiver of the following conditions:

the approval of the merger agreement and the transactions contemplated thereby by First Bank shareholders;

all regulatory consents required to consummate the transactions contemplated by the merger agreement shall have been obtained or made and remain in full force and effect and all waiting periods required by law shall have expired, and such regulatory consents shall not be subject to any condition or consequence that would have a material adverse effect on Seacoast or any of its subsidiaries after the effective time of the merger;

the absence of any judgment, order, injunction or decree issued by any governmental authority preventing the consummation of the merger and the absence of law or order by any governmental authority that prohibits, restrains or makes illegal the consummation of the merger;

the effectiveness of the Registration Statement on Form S-4, of which this proxy statement/​prospectus is a part, under the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending such effectiveness having been issued and no proceedings for that purpose shall have been initiated and be continuing by the SEC;

the approval for listing on the NASDAQ Global Select Market of the shares of Seacoast common stock to be issued in the merger;

the accuracy, subject to varying degrees of materiality, of the other party’s representations and warranties in the merger agreement on the date of the merger agreement and as of the effective time of the merger (or such other date specified in the merger agreement);

performance and compliance in all material respects by the other party of its respective obligations under the merger agreement; and

the absence of any event which has had or is reasonably likely to have a material adverse effect on the party.
Additional Closing Conditions to the Obligations of Seacoast.   In addition to the mutual closing conditions, Seacoast’s obligation to complete the merger is subject to the satisfaction or waiver of the following conditions:

First Bank’s receipt of all consents, approvals, authorizations, clearances, exemptions, waivers or similar affirmations required as a result of the transactions contemplated by the merger agreement pursuant to certain contracts;

the holders of no more than 5% of First Bank common stock shall have exercised their dissenters’ rights under the FFIC;

receipt by Seacoast of an opinion of its counsel to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code;

the executed claims letters and restrictive covenant agreements from certain of First Bank’s executive officers and directors;
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First Bank’s consolidated tangible shareholders’ equity as of the close of business on the fifth business day prior to the closing of the merger shall be an amount not less than $14,104,000 (less the after-tax impact of permitted expenses) and general allowance for loan and lease losses shall be an amount not less than 0.73% of total loans and leases outstanding;

all outstanding First Bank equity awards shall have been terminated and cashed out and First Bank’s board of directors and shareholders shall have terminated the First Bank stock plans; and

the delivery of a non-foreign affidavit by First Bank
Termination
The merger agreement may be terminated at any time prior to the effective time of the merger, whether before or after the approval of the merger agreement by First Bank shareholders, as follows:

by mutual consent of the board of directors of First Bank and the board of directors or executive committee of the board of directors of Seacoast; or

by the board of directors of either Seacoast or First Bank, if there is a breach by the other party of any representation, warranty, covenant or agreement set forth in the merger agreement that is not cured within the earlier of 30 days’ notice of such breach or June 30, 2020 or which breach cannot be cured prior to the closing; or

by the board of directors of either Seacoast or First Bank, if there is a material breach by the other party of any covenant set forth in the merger agreement that is not cured within 30 days’ notice of such breach or which breach cannot be cured prior to June 30, 2020; or

by the board of directors of either Seacoast or First Bank, if a requisite regulatory consent has been denied by final non-appealable action of a governmental authority; or

by the board of directors of either Seacoast or First Bank, if the First Bank shareholders fail to approve the merger agreement at a duly held meeting of such shareholders where the merger agreement was presented for approval and voted upon; or

by the board of directors of either Seacoast or First Bank, if the merger has not been completed by June 30, 2020, unless the failure to consummate the transactions contemplated by the merger agreement by such date is due to a breach of the merger agreement by the party seeking to terminate the merger agreement; or

by the board of directors of Seacoast, if  (i) the First Bank board of directors withdraws, qualifies or modifies its recommendation that the First Bank shareholders approve the merger agreement in a manner adverse to Seacoast, (ii) First Bank has failed to substantially comply with its “no-shop” obligations set forth in the merger agreement, (iii) First Bank has failed to substantially comply with its obligation to call, give notice of and commence a shareholder meeting or (iv) First Bank’s board of directors has recommended, endorsed, accepted or agreed to a third party acquisition proposal; or

by the board of directors of First Bank, if First Bank has received a superior proposal and has made a determination to accept such superior proposal (provided that First Bank has complied with the provisions related to superior proposals set forth in the merger agreement); or

by the board of directors of Seacoast, if holder of more than 5% in the aggregate of the outstanding shares of First Bank common stock have voted against the merger agreement and have given notice of their intention to exercise their dissenters’ rights.
Termination Fee
First Bank must pay Seacoast a termination fee of  $1,500,000 if:

Seacoast terminates the merger agreement because the First Bank board of directors has recommended, endorsed, accepted or agreed to a third party acquisition proposal; or
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First Bank terminates the merger agreement as a result of its receipt of a superior proposal that has not been withdrawn; or

either party terminates the merger agreement because the First Bank shareholders have not approved the merger agreement and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because of willful breach by First Bank of a covenant or agreement set forth in the merger agreement that is not cured in accordance with the merger agreement and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because the First Bank board of directors withdraws, qualifies or modifies its recommendation that the First Bank shareholders approve the merger agreement in a manner adverse to Seacoast or has resolved to take such action and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because First Bank has failed to substantially comply with the “no-shop” provisions of the merger agreement by First Bank and First Bank enters into an acquisition proposal within 12 months of such termination; or

Seacoast terminates the merger agreement because First Bank has failed to substantially comply with its obligation to call, give notice of and commence a shareholder meeting and First Bank enters into an acquisition proposal within 12 months of such termination; or

after the date of the merger agreement and prior to the termination of the merger agreement, an acquisition proposal has been received by First Bank or a public announcement of an acquisition proposal has been made and not formally withdrawn or abandoned and First Bank enters into an acquisition proposal within 12 months of such termination.
Waiver; Amendment
The merger agreement, including the disclosure letters and exhibits, may be amended at any time before the effective time of the merger, by subsequent writing signed by each of the parties, whether before or after the First Bank shareholders have approved the transactions contemplated by the merger agreement, except to the extent that any such amendment would require the approval of the shareholders, unless such required approval is obtained.
At any time prior to or at the effective time of the merger, either party has the right to: (i) waive any default in the performance of any term of the merger agreement by the other party; (ii) waive or extend the time for the compliance or fulfillment by the other party of any and all of such other party’s obligations under the merger agreement; and (iii) waive any or all of the conditions precedent to its obligations under the merger agreement, except any condition which, if not satisfied, would result in the violation of any law. No waiver by a party will be effective unless in writing signed by a duly authorized officer of such party. The failure of a party to require performance of any performance under the merger agreement will in no manner affect the right of such party at a later time to enforce the same or any other provision of the merger agreement. No waiver of any condition or of the breach of any term in the merger agreement in one or more instances will be deemed as a further or continuing waiver of such condition or breach or a waiver of any other condition or of the breach of any other term of the merger agreement.
Regardless of whether the merger is completed, all expenses incurred in connection with the merger, the merger agreement and other transactions contemplated thereby will be paid by the party incurring the expenses, except that Seacoast has paid the filing fee for the Registration Statement on Form S-4 of which this proxy statement/prospectus is a part and will pay any other filings fees with the SEC in connection with the merger and Seacoast will pay one half of the costs and expenses of printing and mailing this proxy statement/prospectus.
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COMPARISON OF SHAREHOLDERS’ RIGHTS
Seacoast and First Bank are each incorporated under the laws of the State of Florida and, accordingly, the rights of their shareholders are governed by Florida law and their respective articles of incorporation and bylaws. After the merger, each share of First Bank common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive the merger consideration, which will consist of Seacoast common stock. As a result, the rights of former shareholders of First Bank who receive shares of Seacoast common stock in the merger will be determined by reference to Seacoast’s articles of incorporation and bylaws and Florida law. Set forth below is a description of the material differences between the rights of First Bank shareholders and Seacoast shareholders. The following summary does not include a complete description of all differences between the rights of First Bank shareholders and Seacoast shareholders, nor does it include a complete discussion of the respective rights of First Bank shareholders and Seacoast shareholders.
The following summary is qualified in its entirety by reference to the Florida Business Corporation Act, or the FBCA, Seacoast’s articles of incorporation and bylaws, and First Bank’s articles of incorporation and bylaws. Seacoast and First Bank urge you to carefully read this entire proxy statement/prospectus, the relevant provisions of the FBCA, Seacoast’s articles of incorporation and bylaws, and First Bank’s articles of incorporation and bylaws and each other document referred to in this proxy statement/prospectus for a more complete understanding of the differences between the rights of Seacoast shareholders and the rights of First Bank shareholders. First Bank will send copies of its articles of incorporation and bylaws to you, without charge, upon your request. Seacoast’s articles and bylaws are filed as exhibits to its Form 10-K, filed on February 26, 2019, and are incorporated by reference herein. See the section entitled “Where You Can Find Additional Information” beginning on page     of this proxy statement/prospectus.
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.
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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 acc