Seacoast Banking Corporation of Florida (NASDAQ: SBCF)
("Seacoast"), the holding company for Seacoast National Bank
("Seacoast Bank"), announced today the completion of its
acquisition of First Bank of the Palm Beaches ("First Bank"),
effective March 13, 2020, pursuant to the merger of First Bank
with and into Seacoast.
Under the terms of the merger agreement, First
Bank shareholders will receive 0.2000 shares of Seacoast common
stock for each share of First Bank common stock. The resulting
aggregate merger consideration paid by Seacoast was approximately
$21.9 million.
First Bank, headquartered in West Palm Beach,
has deposits of approximately $173 million and loans of $143
million as of December 31, 2019. Prior to the merger, First Bank
operated two branches in Palm Beach County. The acquisition
increases Seacoast’s presence in Palm Beach County, one of the
strongest and fastest growing market economies in Florida.
The acquisition complements Seacoast’s prior acquisitions in this
market, including Grand Bankshares, Inc. in 2015 and Palm Beach
Community Bank in 2017.
“We warmly welcome First Bank’s customers and
employees into the Seacoast family,” said Dennis S. Hudson, III,
Seacoast Chairman and CEO. “We are confident they will
readily enjoy our broad range of convenient and mobile-accessible
products and services as well as Seacoast’s personalized brand of
customer service.”
Transaction Details
Piper Sandler Companies served as financial
advisor and Alston & Bird LLP served as legal counsel to
Seacoast. Keefe, Bruyette & Woods, a Stifel Company, served as
financial advisor and Gunster, Yoakley & Stewart, P.A. served
as legal counsel to First Bank.
Customer Information
First Bank customers will benefit immediately
from the merger with access to Seacoast’s full suite of digital
banking products and local Florida-based customer service.
Additionally, customers will have fee-free access to Seacoast ATMs
and more than 1,100 Publix ATMs across the Southeast.
About Seacoast Banking Corporation of
Florida (NASDAQ: SBCF)
Seacoast Banking Corporation of Florida is one
of the largest community banks headquartered in Florida with
approximately $7.1 billion in assets and $5.6 billion in deposits
as of December 31, 2019. The Company provides integrated
financial services including commercial and retail banking, wealth
management, and mortgage services to customers through advanced
banking solutions and 48 traditional branches of its
locally-branded, wholly-owned subsidiary bank, Seacoast Bank.
Seacoast operates primarily in Florida, with concentrations in the
state's fastest growing markets. The Company's offices stretch from
the southeast, including Fort Lauderdale, Boca Raton and Palm Beach
north along the east coast to the Daytona area, into Orlando and
Central Florida and the adjacent Tampa market, and west to
Okeechobee and surrounding counties. More information about the
Company is available at www.SeacoastBanking.com.
Cautionary Notice Regarding
Forward-Looking Statements
This press release contains "forward-looking
statements" within the meaning, and protections, of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including, without limitation, statements
about future financial and operating results, cost savings,
enhanced revenues, economic and seasonal conditions in our markets,
and improvements to reported earnings that may be realized from
cost controls, tax law changes, new initiatives and for integration
of banks that we have acquired, or expect to acquire, including
First Bank, as well as statements with respect to Seacoast's
objectives, strategic plans, including Vision 2020, expectations
and intentions and other statements that are not historical facts.
Actual results may differ from those set forth in the
forward-looking statements.
Forward-looking statements include statements
with respect to our beliefs, plans, objectives, goals,
expectations, anticipations, assumptions, estimates and intentions
about future performance and involve known and unknown risks,
uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance or achievements
of Seacoast to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. You should not expect us to update any
forward-looking statements.
All statements other than statements of
historical fact could be forward-looking statements. You can
identify these forward-looking statements through our use of words
such as "may", "will", "anticipate", "assume", "should", "support",
"indicate", "would", "believe", "contemplate", "expect",
"estimate", "continue", "further", "plan", "point to", "project",
"could", "intend", "target" or other similar words and expressions
of the future. These forward-looking statements may not be realized
due to a variety of factors, including, without limitation: the
effects of future economic and market conditions, including
seasonality; governmental monetary and fiscal policies, including
interest rate policies of the Board of Governors of the Federal
Reserve, as well as legislative, tax and regulatory changes;
changes in accounting policies, rules and practices; the risks of
changes in interest rates on the level and composition of deposits,
loan demand, liquidity and the values of loan collateral,
securities, and interest sensitive assets and liabilities; interest
rate risks, sensitivities and the shape of the yield curve;
uncertainty related to the impact of LIBOR calculations on
securities and loans; changes in borrower credit risks and payment
behaviors; changes in the availability and cost of credit and
capital in the financial markets; changes in the prices, values and
sales volumes of residential and commercial real estate; our
ability to comply with any regulatory requirements; the effects of
problems encountered by other financial institutions that adversely
affect us or the banking industry; our concentration in commercial
real estate loans; the failure of assumptions and estimates, as
well as differences in, and changes to, economic, market and credit
conditions; the impact on the valuation of our investments due to
market volatility or counterparty payment risk; statutory and
regulatory dividend restrictions; increases in regulatory capital
requirements for banking organizations generally; the risks of
mergers, acquisitions and divestitures, including our ability to
continue to identify acquisition targets and successfully acquire
desirable financial institutions; changes in technology or products
that may be more difficult, costly, or less effective than
anticipated; our ability to identify and address increased
cybersecurity risks; inability of our risk management framework to
manage risks associated with our business; dependence on key
suppliers or vendors to obtain equipment or services for our
business on acceptable terms; reduction in or the termination of
our ability to use the mobile-based platform that is critical to
our business growth strategy; the effects of war or other
conflicts, acts of terrorism, natural disasters, health
emergencies, epidemics, or pandemics or other catastrophic events
that may affect general economic conditions; unexpected outcomes
of, and the costs associated with, existing or new litigation
involving us; our ability to maintain adequate internal controls
over financial reporting; potential claims, damages, penalties,
fines and reputational damage resulting from pending or future
litigation, regulatory proceedings and enforcement actions; the
risks that our deferred tax assets could be reduced if estimates of
future taxable income from our operations and tax planning
strategies are less than currently estimated and sales of our
capital stock could trigger a reduction in the amount of net
operating loss carryforwards that we may be able to utilize for
income tax purposes; the effects of competition from other
commercial banks, thrifts, mortgage banking firms, consumer finance
companies, credit unions, securities brokerage firms, insurance
companies, money market and other mutual funds and other financial
institutions operating in our market areas and elsewhere, including
institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and
services by mail, telephone, computer and the Internet; and the
failure of assumptions underlying the establishment of reserves for
possible loan losses.
The risks relating to the First Bank merger
include, without limitation: the diversion of management time on
issues related to the merger; unexpected transaction costs,
including the costs of integrating operations; the risks that the
businesses will not be integrated successfully or that such
integration may be more difficult, time- consuming or costly than
expected; the potential failure to fully or timely realize expected
revenues and revenue synergies, including as the result of revenues
following the merger being lower than expected; the risk of deposit
and customer attrition; any changes in deposit mix; unexpected
operating and other costs, which may differ or change from
expectations; the risks of customer and employee loss and business
disruptions, including, without limitation, as the result of
difficulties in maintaining relationships with employees; increased
competitive pressures and solicitations of customers by
competitors; as well as the difficulties and risks inherent with
entering new markets.
All written or oral forward-looking statements
attributable to us are expressly qualified in their entirety by
this cautionary notice, including, without limitation, those risks
and uncertainties described in our annual report on Form 10-K for
the year ended December 31, 2019, under "Special Cautionary Notice
Regarding Forward-looking Statements" and "Risk Factors", and
otherwise in our SEC reports and filings. Such reports are
available upon request from the Company, or from the Securities and
Exchange Commission, including through the SEC's Internet website
at www.sec.gov.
Media Contact:Joel
Staley407-242-9994joel@jcs-communications.com
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