STUART, Fla., May 4, 2017 /PRNewswire/ -- 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 Palm Beach Community Bank
("PBCB"), in a transaction that will expand Seacoast's presence in
the attractive South Florida
market and strengthen its position in the state.
Pursuant to the terms of the merger agreement, PBCB,
headquartered in West Palm Beach,
will be merged with and into Seacoast Bank. Organized in 2008, PBCB
has deposits of $281 million and
loans of $290 million, and will
increase Seacoast's assets by nearly 7 percent to approximately
$5.03 billion. PBCB operates four
branches in West Palm Beach,
enhancing Seacoast's presence in Palm
Beach County, and builds on Seacoast's acquisition of Grand
Bankshares Inc. in July 2015.
"This is a compelling acquisition that expands our footprint in
Palm Beach County, part of
Florida's largest MSA," said
Dennis S. Hudson III, Seacoast
chairman and CEO. "The acquisition of Palm Beach Community Bank
increases our market share and gives current and prospective
Palm Beach customers immediate
access to our products and services, delivered by our knowledgeable
local team as well as mobile and online banking, our 24/7 local
call center and access to the Publix ATM network."
"Our customers will benefit from our combination with Seacoast,
a successful community bank with strong local roots," said
Cal Cearley, CEO of Palm Beach
Community Bank. "Seacoast's well-established brand, commitment to
the communities it serves, and wide range of mobile and digitally
enabled products makes them an ideal partner."
Under the terms of the merger agreement, PBCB shareholders will
have the right to receive for each share of PBCB common stock: (i)
0.9809 of a share of Seacoast common stock ("Exchange Ratio") which
remains fixed so long as Seacoast common stock trades between the
collar of $21.00 and $22.75, and (ii)
$6.33 in cash subject to adjustment
for certain expenses as provided in the merger agreement ("Cash
Consideration"). In the event that Seacoast common stock trades
above $22.75, the Exchange Ratio will
adjust in accordance with the merger agreement, and in the event
that Seacoast common stock trades below $21.00 and above $19.00, Seacoast shall 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. Currently, the transaction is
valued at approximately $71.2 million
($28.65 per share of PBCB common
stock) based on Seacoast's 5 day trailing average closing price of
$24.36 as of May 2, 2017, which results in an Exchange Ratio
of 0.9161. Closing of the acquisition is expected in the third
quarter of 2017 after receipt of approvals from regulatory
authorities, the approval of PBCB shareholders and the satisfaction
of other customary closing conditions.
Seacoast expects the PBCB acquisition to be accretive to
earnings per share in 2017, excluding one-time transaction costs,
and have a tangible book value earnback period of approximately 2.0
years using the crossover method. The transaction also is expected
to provide an internal rate of return of 20 percent.
With an estimated 2016 population of 6.08 million, the
Miami-Fort Lauderdale-West
Palm Beach metropolitan region – the largest in the
Southeast – ranks among the fastest-growing markets in the state
and country with an anticipated average growth rate of 1.3 percent
by 2022. The area also has one of the Southeast's lowest
unemployment rates among metropolitan regions, at 5.1 percent in
January 2017.
FIG Partners, LLC served as financial advisor and Alston &
Bird LLP served as legal counsel to Seacoast. Sandler O'Neill &
Partners, L.P. served as financial advisor and Holland & Knight LLP served as legal
counsel to PBCB.
Investor Conference Call
Seacoast will host a conference call on Friday, May 5, 2017 at 10:00 a.m. (Eastern Time) to discuss the
acquisition. Investors may call in (toll-free) by dialing
(800) 697-5978 (passcode: 8439 776). 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
"Investor Services." A replay of the call will be available
for one month, beginning late afternoon of May 5, 2017, by dialing (888) 843-7419 and using
passcode 8439 776#.
Alternatively, individuals may listen to the live webcast of the
presentation by visiting Seacoast's website at SeacoastBanking.com.
The link is located in the subsection "Presentations" under the
heading "Investor Services." Beginning the afternoon of
May 5, an archived version of the
webcast can be accessed from this same subsection of the
website. The archived webcast will be available for one
year.
About Seacoast Banking Corporation of Florida
Seacoast Banking Corporation of Florida is one of the largest community banks
headquartered in Florida with
approximately $4.8 billion in assets
and $3.7 billion in deposits as of
March 31, 2017. The Company provides
integrated financial services including commercial and retail
banking, wealth management, and mortgage services to customers
through advanced banking solutions, 46 traditional branches of its
locally-branded wholly-owned subsidiary bank, Seacoast Bank, and
five commercial banking centers. Offices stretch from Ft. 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.
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 Banking
Corporation of Florida
("Seacoast") will file with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 containing a proxy
statement of Palm Beach Community Bank ("PBCB") 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 PBCB. Investors and security
holders 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
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, PBCB, 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 2017 annual meeting of shareholders, which
was filed with the SEC on April 6,
2017 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 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 and for integration of
banks that we have acquired, or expect to acquire, as well as
statements with respect to Seacoast's objectives, expectations and
intentions and other statements that are not historical facts.
Actual results may differ materially from those set forth in the
forward-looking statements.
Forward-looking statements include statements with respect to
our beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, 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.
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", "point to," "project,"
"could," "intend" 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;
governmental monetary and fiscal policies, as well as legislative,
tax and regulatory changes; changes in accounting policies, rules
and practices; 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; 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. The risks relating to the proposed PBCB
merger include, without limitation: 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 diversion of management time on issues related to
the proposed merger; unexpected transaction costs, including the
costs of integrating operations; the risks that the businesses will
not be integrated successfully or that such integration may be more
difficult, time- consuming or costly than expected; the potential
failure to fully or timely realize expected revenues and revenue
synergies, including as the result of revenues following the merger
being lower than expected; the risk of deposit and customer
attrition; any changes in deposit mix; unexpected operating and
other costs, which may differ or change from expectations; 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 by competitors; as well as
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 our annual report on Form 10-K for the
year ended December 31, 2016, 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 http://www.sec.gov.
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/seacoast-to-acquire-palm-beach-community-bank-expanding-in-attractive-southeast-florida-banking-market-300452007.html
SOURCE Seacoast Banking Corporation of Florida