SEACOAST BANKING CORPORATION OF FLORIDA (NASDAQ:SBCF) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement |
On May18, 2017, Seacoast Banking Corporation of Florida, a
Florida corporation (Seacoast or the Company), and Seacoasts
wholly-owned subsidiary, Seacoast National Bank, a national
banking association (SNB), entered into an Agreement and Plan of
Merger (the Merger Agreement) with NorthStar Banking Corporation,
a Florida corporation (NorthStar) and NorthStars wholly-owned
subsidiary, NorthStar Bank, a Florida bank. The Merger Agreement
provides that, upon the terms and subject to the conditions set
forth in the Merger Agreement, Seacoast will acquire NorthStar to
the merger of NorthStar with and into Seacoast (the Merger) and
the merger of NorthStar Bank with and into SNB (the Bank Merger),
with Seacoast surviving the Merger as the surviving corporation
and with SNB surviving the Bank Merger as the surviving bank.
Subject to the terms and conditions of the Merger Agreement,
which has been approved by the Board of Directors of Seacoast and
NorthStar, upon completion of the Merger, each outstanding share
of NorthStar common stock will be converted into the right to
receive: (1)0.5605 (the Exchange Ratio) of a share of Seacoast
common stock, subject to the payment of cash in lieu of
fractional shares (the Stock Consideration); and (2)$2.40 per
share in cash (the Cash Consideration). The Stock Consideration
and the Cash Consideration are collectively referred to as the
Merger Consideration.
Prior to the effective time of the Merger, NorthStar will take
all actions necessary to cause each outstanding NorthStar stock
option, restricted stock unit and other equity-based awards
(NorthStar Equity Awards) to be vested, exercised and/or
terminated. Each NorthStar Equity Award which is an option to
purchase NorthStar common stock and which is not exercised and is
terminated will be converted into the right to receive an amount
in cash equal to the aggregate number of shares of NorthStar
common stock subject to such NorthStar Equity Award multiplied by
the excess, if any, of $16.00 over the exercise price per share
of the NorthStar Equity Award. Each outstanding share of Seacoast
common stock will remain outstanding and be unaffected by the
Merger.
The Merger Agreement contains customary representations and
warranties from both Seacoast and NorthStar and each have agreed
to customary covenants, including, among others, covenants on the
part of NorthStar relating to: (1)the conduct of NorthStars
businesses during the interim period between the execution of the
Merger Agreement and the completion of the Merger, (2)NorthStars
obligation to convene and hold a meeting of its shareholders to
consider and vote upon the approval of the Merger Agreement, and
(3)subject to certain exceptions, the recommendation by the Board
of Directors of NorthStar in favor of the approval by its
shareholders of the Merger and the Merger Agreement and the
transactions contemplated thereby. NorthStar has also agreed not
to (1)solicit proposals relating to any alternative acquisition
proposal or (2)subject to certain exceptions, enter into any
discussions, or enter into any agreement concerning, or provide
confidential information in connection with, any alternative
acquisition proposal.
Completion of the Merger is subject to certain customary
conditions, including, among others, (1)approval of the Merger
Agreement by NorthStars shareholders, (2)receipt of required
regulatory approvals without the imposition of conditions or
consequences that would have a material adverse effect on
Seacoast or its subsidiaries, including the surviving
corporation, after the effective time of the Merger, (3)the
absence of any law or order prohibiting the completion of the
Merger, (4)the effectiveness of the registration statement for
the Seacoast common stock to be issued in the Merger, and (5)the
quotation and listing of the Seacoast common stock to be issued
in the Merger on NASDAQ.
Each partys obligation to complete the Merger is also subject to
certain additional customary conditions, including (1)subject to
certain exceptions, the accuracy of the representations and
warranties of the other party, (2)performance in all material
respects by the other party of its obligations under the Merger
Agreement, and (3)receipt by such party of an opinion from its
counsel to the effect that the Merger will qualify as a
reorganization within the meaning of the Internal Revenue Code of
1986, as amended.
In addition, Seacoasts obligation to complete the Merger is
subject to the satisfaction of certain conditions by NorthStar,
including (1)the receipt of all consents required as a result of
the Merger to certain contracts, (2)Seacoasts receipt of executed
claims letters and restrictive covenant agreements by certain
officers and/or directors of NorthStar, (3)NorthStars
consolidated tangible shareholders equity must equal or exceed
$22.25 million, less certain permitted expenses and NorthStars
general allowance for loan and lease losses must not be less than
$1.82 million in the aggregate, (4)all NorthStar equity awards
must be vested, exercised and/or terminated, (5)if required, the
shareholders of NorthStar will have voted in a manner that
satisfies the stockholder approval requirements for exemption
under Section280G of the Internal Revenue Code for the right of
certain disqualified individuals to receive or retain certain
payments and benefits and (6)the resolution of certain items.
The Merger Agreement contains termination rights for Seacoast and
NorthStar, as the case may be, applicable upon: (1)mutual
consent, (2)a breach by the other party that is not or cannot be
cured within 30days notice of such breach if such breach would
result in a failure of the conditions to closing set forth in the
Merger Agreement, (3)final, non-appealable denial of required
regulatory approvals, (4)NorthStars shareholders failure to
approve the Merger Agreement by the required vote at the
NorthStar shareholders meeting or (5)failure to complete the
Merger byFebruary 28, 2018.
Seacoast may terminate the Merger Agreement upon: (1)NorthStars
withdrawal, qualification or modification of its shareholder
recommendation, (2)NorthStars failure to substantially comply
with its no-shop obligations under the Merger Agreement or its
obligation to call, give notice of, convene and hold its
shareholders meetings, (3)NorthStar has recommended, endorsed,
accepted or agreed to a competing acquisition proposal, (4)if
holders of more than 5% in the aggregate of the outstanding
NorthStar common stock vote shares against the Merger Agreement
and have given notice of their intention to exercise their
dissenters rights.
NorthStar may also terminate the Merger Agreement if (A)(i)the
average closing price of Seacoasts common stock for the ten
trading days ending on the trading day immediately preceding the
later of (x)the date on which the last required regulatory
approval is obtained or (y)the date on which NorthStar
shareholder approval is obtained, is less than (ii)85% of the
average closing price of Seacoasts common stock for the 10
trading days ending on May17, 2017, (B)Seacoasts common stock
underperforms a peer-group index (the NASDAQ Bank Index) by more
than 20% and (C)Seacoast does not elect to increase the Stock
Consideration by a formula-based amount.
In addition, the Merger Agreement provides that, upon termination
of the Merger Agreement in certain circumstances, NorthStar may
be required to pay Seacoast a termination fee of $1,650,000.
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 filed as
Exhibit2.1 hereto, and is incorporated into this report by
reference thereto. The Merger Agreement has been attached as an
exhibit to this report in order to provide investors and
shareholders with information regarding its terms. It is not
intended to provide any other financial information about
Seacoast, NorthStar, or their respective subsidiaries and
affiliates. The representations, warranties and covenants
contained in the Merger Agreement were made only for purposes of
that agreement and as of specific dates, are solely for the
benefit of the parties to the Merger Agreement, may be subject to
limitations agreed upon by the parties, including being qualified
by confidential disclosures made for the purposes of allocating
contractual risk
between the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the parties that differ
from those applicable to investors. Investors should not rely on
the representations, warranties, or covenants or any description
thereof as characterizations of the actual state of facts or
condition of Seacoast, NorthStar or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations, warranties, and covenants
may change after the date of the Merger Agreement, which
subsequent information may or may not be fully reflected in
public disclosures by Seacoast.
Additional Information
Seacoast and NorthStar will file a proxy statement/prospectus and
other relevant documents concerning the Merger with the United
States Securities and Exchange Commission (the SEC). 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
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE
SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN
THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION.
Investors will be able to obtain these documents free of charge
at the SECs Web site (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.
The directors, executive officers, and certain other members of
management and employees of NorthStar are participants in the
solicitation of proxies in favor of the Merger from the NorthStar
shareholders.
Important Information for Investors and
Shareholders
Seacoast will file with the SEC a registration statement on
Form S-4 containing a proxy statement of NorthStar and a
prospectus of Seacoast, and Seacoast will file other documents
with respect to the proposed merger. A definitive proxy
statement/prospectus will be mailed to shareholders of NorthStar.
Investors and shareholders of Seacoast and NorthStar 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 shareholders 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 Seacoasts
internet website or by contacting Seacoast.
NorthStar, its 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 merger. 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 current report on Form 8-K contains forward-looking
statements within the meaning of Section27A of the Securities Act
of 1933 and Section21E of the Securities Exchange Act of 1934,
and is intended to be protected by the safe harbor provided by
the same. These statements are subject to numerous risks and
uncertainties. These risks and uncertainties include, but are not
limited to, the following: failure to obtain the approval of
shareholders of NorthStar in connection with the merger; the
timing to consummate the
proposed merger; 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 NorthStar, 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 failure to consummate
or any delay in consummating the merger 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; the
difficulties and risks inherent with entering new markets; and
changes in general economic 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
factors set forth under the headings Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of
Operations in Seacoasts most recent Form 10-K report and to
Seacoasts most recent Form 8-K reports, which are available
online at www.sec.gov. 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 NorthStar.
| Item9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits. |
|
ExhibitNo. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as May 18, 2017, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, NorthStar Banking Corporation and NorthStar Bank. |
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 -0.31 at 22.92 with 190,231 shares trading hands.