Accelerates Seacoast’s Successful Strategy of
Expanding its Presence in the Attractive South Florida Market
Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ:
SBCF), the holding company for Seacoast National Bank (“Seacoast
Bank”), and Professional Holding Corp. (“Professional”) (NASDAQ:
PFHD), parent company of Professional Bank, announced today that
they have signed a definitive agreement under which Seacoast will
acquire Professional. The proposed transaction will expand
Seacoast’s footprint in the dynamic tri-county South Florida
market, which includes Miami-Dade, Broward, and Palm Beach
Counties, the largest MSA in Florida and the eighth largest in the
nation.
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Professional Bank, the sixth largest bank headquartered in South
Florida, operates nine branches across Miami-Dade, Broward and Palm
Beach counties, with deposits of approximately $2.4 billion and
loans of $2.0 billion as of June 30, 2022. The proposed transaction
is a natural continuation of Seacoast’s M&A strategy, adding a
premier franchise in one of Florida’s fastest-growing markets.
“Professional Bank will be a strong addition to Seacoast’s
breadth of offerings, accelerating our growth strategy and
expanding our presence in the attractive South Florida market. With
the combined scale, we will bring to market a larger balance sheet,
a greater digital product set and the resources to become South
Florida’s most competitive community bank,” said Charles Shaffer,
Seacoast's Chairman and CEO. “This transaction is expected to be
the most accretive in Seacoast’s nearly 100-year history, with a
reasonable earnback on tangible book value dilution of 2.3 years.
We look forward to welcoming Professional’s employees and customers
to the Seacoast franchise.”
“Professional Bank and Seacoast have closely aligned cultures
with shared business values that are focused on maintaining
disciplined underwriting and a strict credit culture,” said Abel
Iglesias, President and CEO of Professional Holding Corp.
“Importantly, when considering Seacoast’s pending transaction with
Apollo, this acquisition will join together three customer-focused
and service-oriented banks with a focus on getting business
accomplished efficiently. We are thrilled to join the Seacoast
franchise and together become a major presence as one of South
Florida’s largest community banks.”
Following the acquisition, Mr. Iglesias will join Seacoast,
serving as Miami-Dade Regional President.
The proposed transaction exemplifies Seacoast’s strategy of
entry into and consolidation within attractive growth markets, low
concentration risks, and ease of execution that does not distract
from its organic strategy. Seacoast expects the transaction to be
11.8% accretive to earnings per share in 2023, and 15.4% in 2024,
with modest dilution of tangible book value per share that will be
earned back in 2.3 years.
Transaction Details
Under the terms of the acquisition agreement, Professional
shareholders are to receive 0.8909 shares of Seacoast common stock
for each share of Professional common stock. The exchange ratio for
the transaction is fixed, which means that the transaction value
will fluctuate as a result of changes in Seacoast’s stock
price.
Based on Seacoast’s closing price of $36.75 per share, as of
August 5, 2022, the transaction is valued at approximately $488.6
million.
Closing of the transaction is expected in the first quarter of
2023, following receipt of approvals from regulatory authorities,
required shareholder approvals, and the satisfaction of other
customary closing conditions. Following completion of the
transaction and system integrations, Professional Bank will operate
as Seacoast Bank.
Advisors
Piper Sandler & Co. served as financial advisor and Alston
& Bird LLP served as legal counsel to Seacoast. Stephens Inc.
served as financial advisor and The Gunster Law Firm served as
legal counsel to Professional.
Investor Conference Call
Seacoast will host a conference call August 8th at 10:00 a.m.
Eastern Time, to discuss the transaction. Investors may call in
(toll-free) by dialing (866) 374-5140 (passcode: 87929905#; host:
Charles Shaffer). Slides will be used during the conference call
and may be accessed at Seacoast’s website at
www.SeacoastBanking.com by selecting “Presentations” under the
heading “News/Events.” A replay of the call will be available for
one month, beginning late afternoon of August 8th, by clicking here
and using the passcode EV00136654.
About Seacoast Banking Corporation of Florida (NASDAQ:
SBCF)
Seacoast Banking Corporation of Florida (NASDAQ: SBCF) is one of
the largest community banks headquartered in Florida, with
approximately $10.8 billion in assets and $9.2 billion in deposits
as of June 30, 2022. Seacoast provides integrated financial
services including commercial and consumer banking, wealth
management, and mortgage services to customers at over 50
full-service branches across Florida, and through advanced mobile
and online banking solutions. Seacoast National Bank is the
wholly-owned subsidiary bank of Seacoast Banking Corporation of
Florida. For more information about Seacoast, visit
www.SeacoastBanking.com.
Important Information for Investors and Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such jurisdiction. Seacoast will file with the
Securities and Exchange Commission (the “SEC”) a registration
statement on Form S-4 containing a proxy statement of Professional
and a prospectus of Seacoast, and Seacoast will file other
documents with the SEC with respect to the proposed merger. A
definitive proxy statement/prospectus will be mailed to
shareholders of Professional.
Seacoast has filed a registration statement on Form S-4 with the
SEC in connection with the proposed merger of Apollo Bancshares,
Inc. and Apollo Bank with and into Seacoast and Seacoast National
Bank, respectively. Seacoast has also filed a registration
statement on Form S-4 with the SEC in connection with the proposed
merger of Drummond Banking Company and Drummond Community Bank with
and into Seacoast and Seacoast National Bank, respectively. The
registration statements in connection with the mergers include a
proxy statement of Apollo Bancshares, Inc., Apollo Bank and
Drummond Banking Company, respectively, and a prospectus of
Seacoast. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
WE URGE INVESTORS TO READ THE PROXY STATEMENTS/PROSPECTUSES AND
ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE
MERGERS OR INCORPORATED BY REFERENCE IN THE PROXY
STATEMENTS/PROSPECTUSES BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Investors may obtain (when available) these documents free of
charge at the SEC’s website (www.sec.gov). In addition, documents
filed with the SEC by Seacoast will be available free of charge by
contacting Investor Relations at (772) 288-6085.
Seacoast, Apollo, Drummond, Professional, their respective
directors and executive officers and other members of management
and employees may be considered participants in the solicitation of
proxies in connection with the proposed mergers with and into
Seacoast and Seacoast National Bank. Information regarding the
participants in the proxy solicitations of each entity and a
description of each entity’s direct and indirect interests, by
security holdings or otherwise, are contained in the proxy
statement/prospectus and other relevant materials to be filed with
the SEC.
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 Seacoast’s markets, and improvements to
reported earnings that may be realized from cost controls, tax law
changes, new initiatives and for integration of banks that the
Company has acquired, or expects to acquire, including Apollo
Bancshares, Inc., Drummond Banking Company and Professional Holding
Corp., as well as statements with respect to Seacoast's objectives,
strategic plans, expectations and intentions and other statements
that are not historical facts, any of which may be impacted by the
COVID-19 pandemic and any variants thereof and related effects on
the U.S. economy. Actual results may differ from those set forth in
the forward-looking statements.
Forward-looking statements include statements with respect to
the Company’s 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 the Company’s 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 the Company 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 the 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; the
adverse impact of COVID-19 (economic and otherwise) on the Company
and its customers, counterparties, employees, and third-party
service providers, and the adverse impacts to our business,
financial position, results of operations and prospects; government
or regulatory responses to the COVID-19 pandemic; 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, including those that
impact the money supply and inflation; changes in accounting
policies, rules and practices, including the impact of the adoption
of the current expected credit losses (“CECL”) methodology; 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 rate 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, loans and debt; changes in borrower credit risks and
payment behaviors including as a result of the financial impact of
COVID-19; changes in retail distribution strategies, customer
preferences and behavior (including as a result of economic
factors); 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 Seacoast or the banking industry; the Company’s
concentration in commercial real estate loans and in real estate
collateral in Florida; inaccuracies or other failures from the use
of models, including 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 Seacoast’s 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 Seacoast’s
ability to continue to identify acquisition targets, successfully
acquire and integrate desirable financial institutions and realize
expected revenues and revenue synergies; changes in technology or
products that may be more difficult, costly, or less effective than
anticipated; the Company’s ability to identify and address
increased cybersecurity risks, including as a result of employees
working remotely; inability of Seacoast’s risk management framework
to manage risks associated with the Company’s business; dependence
on key suppliers or vendors to obtain equipment or services for the
business on acceptable terms, including the impact of supply chain
disruptions; reduction in or the termination of Seacoast’s ability
to use the online- or mobile-based platform that is critical to the
Company’s business growth strategy; the effects of war or other
conflicts, including the impacts related to or resulting from
Russia’s military action in Ukraine, 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 the Company, including as a result of the
Company’s participation in the Paycheck Protection Program (“PPP”);
Seacoast’s 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 deferred tax assets could be reduced if estimates of
future taxable income from the Company’s operations and tax
planning strategies are less than currently estimated and sales of
capital stock could trigger a reduction in the amount of net
operating loss carryforwards that the Company 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, non-bank financial technology
providers, securities brokerage firms, insurance companies, money
market and other mutual funds and other financial institutions
operating in the Company’s 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; the failure
of assumptions underlying the establishment of reserves for
possible credit losses.
The risks relating to the proposed Apollo Bancshares, Inc.,
Drummond Banking Company, and Professional Holding Corp. mergers
include, without limitation, failure to obtain the approval of
shareholders of Apollo Bancshares, Inc., Apollo Bank, Drummond
Banking Company and Professional Holding Corp. in connection with
the mergers; the timing to consummate the proposed mergers; the
risk that a condition to the closing of the proposed mergers may
not be satisfied; the risk that regulatory approvals that may be
required for the proposed mergers are not obtained or are obtained
subject to conditions that are not anticipated; the parties'
ability to achieve the synergies and value creation contemplated by
the proposed mergers; the Company’s ability to promptly and
effectively integrate the businesses, including unexpected
transaction costs, the costs of integrating operations, severance,
professional fees and other expenses; the diversion of management
time on issues related to the mergers; the failure to consummate or
any delay in consummating the mergers for other reasons; changes in
laws or regulations; the risks of customer and employee loss and
business disruption, including, without limitation, as the result
of difficulties in maintaining relationships with employees;
increased competitive pressures and solicitations of customers and
employees by competitors; and 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 the Company’s annual report on Form 10-K
for the year ended December 31, 2021 under "Special Cautionary
Notice Regarding Forward-Looking Statements" and "Risk Factors",
and otherwise in the Company’s 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220808005372/en/
Jordan Fisher seacoastbankmedia@edelman.com Mike Sontag General
Counsel, Professional Holding Corp. ir@proholdco.com
Professional (NASDAQ:PFHD)
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