Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ:
SBCF), the holding company for Seacoast National Bank (“Seacoast
Bank”), announced today that it has signed a definitive agreement
to acquire Legacy Bank of Florida (“Legacy Bank”), in a transaction
that will expand Seacoast’s presence in Broward and Palm Beach
counties in Florida’s largest metropolitan statistical area.
Pursuant to the terms of the merger agreement,
Legacy Bank of Florida will be merged with and into Seacoast Bank.
Legacy Bank operates five branches across the two counties with
deposits of approximately $432 million and loans of $482 million as
of December 31, 2020.
“Legacy Bank of Florida is a customer-focused
franchise with an outstanding reputation for service excellence and
deep customer relationships in this important market. We see great
opportunity in complementing its strengths with Seacoast’s
innovation and breadth of offerings to grow our presence and expand
our position in South Florida,” said Charles M. Shaffer, Seacoast's
President and CEO. “The transaction is expected to be accretive to
earnings in 2021 with minimal dilution of tangible book value, and
will build upon our previous South Florida acquisitions adding
scale in one of the fastest growing and dynamic markets in the
United States. We look forward to welcoming the employees and
customers of Legacy Bank to the Seacoast franchise.”
“Since 2006, Legacy Bank of Florida has been
committed to white glove service, local decision-making, and
competitive products. We are delighted to partner with Seacoast,
which shares our values and has been serving Florida consumers and
businesses for more than 90 years,” said Dennis G. Bedley, Chairman
and CEO of Legacy Bank of Florida.
Following the merger, Bedley will remain with
Seacoast, serving as Broward County Market President.
The transaction will increase Seacoast’s
deposits in the Miami-Fort Lauderdale-Pompano Beach MSA by 41% to
approximately $1.4 billion. Seacoast expects the transaction to be
2% accretive to earnings per share in 2021, excluding one-time
transaction costs, with minimal dilution of tangible book value per
share, and 6% accretive to earnings per share in 2022.
Seacoast previously expanded in Palm Beach and
Broward counties with the acquisitions of Grand Bankshares in 2015,
Palm Beach Community Bank in 2017, First Green Bancorp in 2018, and
First Bank of the Palm Beaches in 2020.
Under the terms of the merger agreement, Legacy
Bank shareholders are expected to receive 0.1703 shares of Seacoast
common stock for each share of Legacy Bank 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 $35.53
as of March 23, 2021, the Legacy Bank transaction, including
the exchange of Legacy Bank options, is valued at approximately
$102.2 million or $6.05 per share.
Closing of the transaction is expected in the
third quarter of 2021, following receipt of approvals from
regulatory authorities, the approval of Legacy shareholders, and
the satisfaction of other customary closing conditions.
Piper Sandler & Co. served as financial
advisor and Alston & Bird LLP served as legal counsel to
Seacoast. Hovde Group served as financial advisor and Fenimore,
Kay, Harrison & Ford, LLP served as legal counsel to Legacy
Bank.
Investor Conference Call
Seacoast will host a conference call on
Wednesday, March 24, 2021 at 11:00 a.m. (Eastern Time) to discuss
the acquisitions. Investors may call in (toll-free) by dialing
(888) 517-2513 passcode: 9444 475#. Slides will be used during the
conference call and may be accessed at Seacoast’s website
at SeacoastBanking.com by selecting “Presentations” under
the heading “News/Events.” Additionally, a recording of the call
will be made available to individuals shortly after the conference
call, and can be accessed by clicking here. Passcode: 50130037.
Recording will be available for one year.
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 $8.3 billion in assets and $6.9 billion in deposits
as of December 31, 2020. The Company provides integrated financial
services including commercial and retail banking, wealth
management, and mortgage services to customers through advanced
banking solutions, and 51 traditional branches of its
locally-branded, wholly-owned subsidiary bank, Seacoast Bank.
Offices stretch from Fort 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. More information about the
Company is available at 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
Legacy Bank 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 Legacy Bank. Investors and security holders
of Seacoast and Legacy Bank are urged to read the entire proxy
statement/prospectus and other documents that will be filed with
the SEC carefully and in their entirety when they become available
because they will contain important information. Investors
and security holders will be able to obtain free copies of the
registration statement and the proxy statement/prospectus (when
available) and other documents filed with the SEC by Seacoast
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by Seacoast will be
available free of charge on Seacoast’s internet website or by
contacting Seacoast.
Seacoast, Legacy Bank, their respective
directors and executive officers and other members of management
and employees may be considered participants in the solicitation of
proxies in connection with the proposed transaction. Information
about the directors and executive officers of Seacoast is set forth
in its proxy statement for its 2020 annual meeting of shareholders,
which was filed with the SEC on April 10, 2020 and its Current
Reports on Form 8-K. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Cautionary Notice Regarding
Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning, 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, 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 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 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 and the adverse impact of COVID-19 (economic and
otherwise); 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, including the
impact of the adoption of CECL; our participation in the Paycheck
Protection Program ("PPP"); 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; changing
retail distribution strategies, customer preferences and behavior;
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; 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 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.
Given the many unknowns and risks being heavily
weighted to the downside, our forward-looking statements are
subject to the risk that conditions will be substantially different
than we are currently expecting. If efforts to contain COVID-19 are
unsuccessful and restrictions on movement last into the second half
of 2021 and beyond, the recession would be much longer and much
more severe. Ineffective fiscal stimulus, or an extended delay in
implementing it, are also major downside risks. The deeper the
recession is, and the longer it lasts, the more it will damage
consumer fundamentals and sentiment. This could both prolong the
recession, and/or make any recovery weaker. Similarly, the
recession could damage business fundamentals. And an extended
global recession due to COVID-19 would weaken the U.S. recovery. As
a result, the outbreak and its consequences, including responsive
measures to manage it, have had and are likely to continue to have
an adverse effect, possibly materially, on our business and
financial performance by adversely affecting, possibly materially,
the demand and profitability of our products and services, the
valuation of assets and our ability to meet the needs of our
customers.
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, 2020 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.
CONTACT:Rafael Brazon-Di
Fattarafael@sachsmedia.com(786) 567-2791
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