SEACOAST BANKING CORPORATION OF FLORIDA (NASDAQ:SBCF) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
|
Completion of Acquisition or Disposition of Assets. |
Effective April 7, 2017, Seacoast Banking Corporation of Florida,
a Florida corporation (Seacoast), completed its previously
announced merger (the Merger) with GulfShore Bancshares,
Inc. (GulfShore), to an Agreement and Plan of Merger (the
Merger Agreement), dated as of November 3, 2016, by and
among Seacoast, Seacoasts wholly-owned subsidiary, Seacoast
National Bank, a national banking association (SNB),
GulfShore and GulfShores wholly-owned subsidiary, GulfShore Bank,
a Florida state bank (GB). At the effective time of the
Merger (the Effective Time), GulfShore merged with and
into Seacoast, with Seacoast continuing as the surviving
corporation.
to the Merger Agreement, holders of GulfShore common stock prior
to the Effective Time have the right to receive, per share of
GulfShore common stock, a combination of $1.47 in cash and 0.4807
shares of Seacoast common stock (the Merger
Consideration). Each outstanding share of Seacoast common
stock remains outstanding and is unaffected by the Merger.
Each GulfShore stock option outstanding and unexercised
immediately prior to the effective time of the Merger, whether or
not vested or exercisable, was cancelled and automatically
converted into the right to receive a cash amount equal to the
aggregate number of GulfShore shares subject to such option
multiplied by the excess of the per share Merger Consideration
value over the exercise price of such option.
Immediately following the Effective Time, GB merged with and into
SNB, with SNB surviving and continuing its corporate existence
under the name Seacoast National Bank.
The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is included as
Exhibit 2.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
| Item 8.01 | Other Events |
On April 7, 2017, Seacoast issued a press release announcing the
completion of the Merger. A copy of the press release is included
as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits |
(d)Exhibits.
|
Exhibit No. |
Description |
| 2.1 |
Agreement and Plan of Merger, dated as of November 3, 2016, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, GulfShore BancShares, Inc. and GulfShore Bank (incorporated by reference to Exhibit 2.1 to Seacoasts Form 8-K, as filed on November 9, 2016). |
| 99.1 | Press Release dated April 7, 2017. |
About SEACOAST BANKING CORPORATION OF FLORIDA (NASDAQ:SBCF)
Seacoast Banking Corporation of Florida is a bank holding company. The Company’s principal subsidiary is Seacoast National Bank, a national banking association (the Bank). The Company and its subsidiaries offer an array of deposit accounts and retail banking services, engage in consumer and commercial lending and provide a range of trust and asset management services, as well as securities and annuity products to its customers. The Company, through its bank subsidiary, provides a range of community banking services to commercial, small business and retail customers, offering a range of transaction and savings deposit products, treasury management services, brokerage, and secured and unsecured loan products, including revolving credit facilities, letters of credit and similar financial guarantees, and asset based financing. The Bank also provides trust and investment management services to retirement plans, corporations and individuals. SEACOAST BANKING CORPORATION OF FLORIDA (NASDAQ:SBCF) Recent Trading Information
SEACOAST BANKING CORPORATION OF FLORIDA (NASDAQ:SBCF) closed its last trading session down -0.19 at 23.94 with 426,642 shares trading hands.
