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 May4, 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 Palm Beach Community Bank, a Florida
chartered bank (PBCB). Upon the terms and subject to the
conditions set forth in the Merger Agreement, Seacoast will
acquire PBCB to the merger of PBCB with and into SNB (the
Merger), with SNB surviving the merger (the Surviving Bank) and
continuing its corporate existence under the name Seacoast
National Bank.
Subject to the terms and conditions of the Merger Agreement,
which has been unanimously approved by the Boards of Directors of
Seacoast and PBCB, at the effective time of the Merger, each
outstanding share of PBCB common stock will be converted into the
right to receive: (1)0.9809 (the Exchange Ratio) of a share of
Seacoast common stock (subject to the payment of cash in lieu of
fractional shares) which remains fixed so long as Seacoasts
average volume weighted average price on The NASDAQ Global Select
Market (NASDAQ) for the ten trading days prior to the
determination date in the Merger Agreement (the Seacoast Closing
Price) is between $21.00 and $22.75 (the Stock Consideration);
and (2)$6.33 per share in cash (the Cash Consideration), subject
to adjustment for certain expenses in accordance with the Merger
Agreement. The Stock Consideration and the Cash Consideration are
collectively referred to as the Merger Consideration. In the
event that the Seacoast Closing Price is greater than $22.75, the
Exchange Ratio will adjust in accordance with the Merger
Agreement, and in the event that the Seacoast Closing Price is
below $21.00 and above $19.00, Seacoast will have the option of
adjusting the Exchange Ratio or the Cash Consideration so that
the Merger Consideration is $26.93 per share of PBCB common
stock.
Prior to the effective time of the Merger, PBCB will take all
actions necessary to cause each outstanding PBCB stock option,
restricted stock unit and other equity-based awards (PBCB Equity
Award) to be terminated in exchange for an amount in cash equal
to the aggregate number of shares of PBCB common stock subject to
such PBCB Equity Award multiplied by the excess, if any, of the
per share Merger Consideration value, as finally determined at
the effective time, over the exercise price per share of the PBCB
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 PBCB and each have agreed to
customary covenants, including, among others, covenants on the
part of PBCB relating to: (1)the conduct of PBCBs business during
the interim period between the execution of the Merger Agreement
and the completion of the Merger, (2)PBCBs 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 PBCB
in favor of the approval by its shareholders of the Merger and
the Merger Agreement and the transactions contemplated thereby.
PBCB has also agreed not to (1)solicit proposals relating to any
alternative acquisition proposal or (2)subject to certain
exceptions in connection with a superior proposal, 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 PBCBs 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 Bank, 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 PBCB,
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 PBCB, (3)PBCBs consolidated tangible
shareholders equity must equal or exceed $36.5 million and PBCBs
general allowance for loan and lease losses must not be less than
0.75% of total loans and leases outstanding, (4)the termination
and cashing out of all PBCB Equity Awards, (5)if required, the
vote by shareholders of PBCB 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, including
but not limited to, (i)the termination of that certain PBCB
voting trust agreement and PBCB shareholders agreement, (ii)the
purchase of insurance coverage with respect to PBCBs S
corporation status and (iii)the submission of a Private Letter
Ruling requesting relief from the Internal Revenue Service for
the inadvertent termination of PBCBs S corporation status and
related matters.
The Merger Agreement contains termination rights for Seacoast and
PBCB, 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)PBCBs shareholders failure to approve the Merger
Agreement by the required vote at the PBCB shareholders meeting
or (5)failure to complete the Merger byNovember 30, 2017.
Seacoast may also terminate the Merger Agreement upon: (1)PBCBs
withdrawal, qualification or modification of its shareholder
recommendation in a manner adverse to Seacoast, (2)PBCBs 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)PBCBs
recommendation, endorsement, acceptance or agreement related to a
competing acquisition proposal, (4)Seacoasts Closing Price being
less than $19.00 at any time during the five day period
commencing on the determination date, subject to Seacoasts right
to adjust the Cash Consideration or the Exchange Ratio, or (5)if
holders of more than 5% in the aggregate of the outstanding PBCB
common stock vote such shares against the Merger Agreement and
have given notice of their intention to exercise their dissenters
rights in accordance with the Florida Business Corporation Act.
PBCB may also terminate the Merger Agreement upon: (1)PBCBs
determination that a superior proposal has been made and has not
been withdrawn so long as PBCB has complied with its no-shop
obligations under the Merger Agreement or (2)Seacoasts Closing
Price being less than $19.00 at any time during the five day
period commencing on the determination date, subject to Seacoasts
right to adjust the Cash Consideration or the Exchange Ratio.
In addition, the Merger Agreement provides that, upon termination
of the Merger Agreement in certain circumstances, PBCB may be
required to pay Seacoast a termination fee of $3,600,000.
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, PBCB, 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, PBCB 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
Important Information for Investors and
Shareholders
Seacoast will file with the United States Securities and
Exchange Commission (SEC) a registration statement on Form S-4
containing a proxy statement of PBCB and a prospectus of
Seacoast, and Seacoast will file other documents with respect to
the proposed merger. 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. A
definitive proxy statement/prospectus will be mailed to
shareholders of PBCB. INVESTORS AND SHAREHOLDERS OF SEACOAST AND
PBCB 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 Investor Relations at
(772)288-6085.
PBCB, 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 PBCB 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 PBCB, 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 PBCB.
| Item9.01. | Financial Statements and Exhibits. |
| (c) |
Exhibits. |
|
ExhibitNo. |
Description |
|
| 2.1 |
Agreement and Plan of Merger, dated as May 4, 2017, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank and Palm Beach Community 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 -0.02 at 24.23 with 107,286 shares trading hands.