Seacoast Banking Corporation of Florida (NASDAQ:SBCF) (“Seacoast”),
the holding company for Seacoast National Bank (“Seacoast Bank”),
today announced it has signed a definitive agreement to acquire
First Bank of the Palm Beaches (“First Bank”) in a transaction that
will expand Seacoast’s presence in the attractive Palm Beach County
market.
Pursuant to the terms of the merger agreement, First Bank,
headquartered in West Palm Beach, will be merged with and into
Seacoast Bank. Organized in 2006, First Bank has deposits of
approximately $172 million and loans of $150 million and will
increase Seacoast’s deposits in Palm Beach County by 25% to
approximately $821 million.
Palm Beach County has the highest median household income in
Florida and is one of the fastest growing economies in the
state. The Palm Beach County Business Development Board
reported its unemployment rate at 3.2% in September. The county’s
civilian labor force grew at 1.9% last year. Seven of the county’s
neighborhoods are among the fastest growing in the state over the
past two years according to a study conducted by Zillow.
Also, the county is ranked by Forbes as the #19 in Best Places for
Business and Careers in the United States.
Seacoast plans to grow its presence in Palm Beach County by
adding First Bank’s two branches to the six it currently operates
in the market. Seacoast entered the county in 2003 and then
expanded by acquiring Grand Bankshares, Inc. in 2015 and Palm Beach
Community Bank in 2017.
“This acquisition brings Seacoast a highly complementary banking
institution and strengthens our position in Palm Beach County,”
said Dennis S. Hudson III, Seacoast Chairman and CEO. “First Bank
builds upon our two previous Palm Beach County acquisitions and
subsequent organic growth in Florida’s largest and the nation’s
seventh largest MSA. We look forward to welcoming First Bank’s
employees and customers to the Seacoast franchise.”
“We set out in 2006 to establish a high quality banking
alternative for the Palm Beach County community. We are delighted
to partner with Seacoast, a like-minded and highly respected
institution with a more than 90-year history of serving Florida,”
said Joseph B. Shearouse, III, chairman and CEO of First
Bank. “Seacoast is one of the largest Florida-based community
banks in the state, and its bankers understand the Palm Beach
market. We know our customers will enjoy its impressive array of
products and services.”
Following the merger, Shearouse plans to remain with Seacoast as
its Palm Beach County Market President.
Under the terms of the merger agreement, First Bank shareholders
will receive 0.2000 shares of Seacoast common stock for each share
of First Bank common stock. Based on Seacoast’s closing price
of $29.53 as of Nov. 18, 2019, the transaction is valued at
approximately $32.9 million or $5.91 per share (which includes
cashing out the First Bank options). Closing of the acquisition is
expected late in the first quarter of 2020 following receipt of
approvals from regulatory authorities, the approval of First Bank
shareholders and the satisfaction of other customary closing
conditions.
Seacoast expects the First Bank acquisition to be more than 1.3%
accretive to earnings per share in 2020 excluding one-time
transaction costs, 2.0% accretive to earnings per share in 2021,
and should have a tangible book value earn-back period of
approximately two years using the crossover method. The transaction
also is expected to provide an internal rate of return of more than
20%.
Sandler O’Neill & Partners, L.P. served as financial advisor
and Alston & Bird LLP served as legal counsel to Seacoast.
Keefe, Bruyette & Woods, Inc., a Stifel Company, served as
financial advisor and Gunster, Yoakley & Stewart, P.A. served
as legal counsel to First Bank.
Investor Conference CallSeacoast will host a
conference call on November 20, 2019 at 10:00AM to discuss the
acquisition. Investors may call in (toll-free) by dialing
(800) 774-6070 passcode: 8461 454#. 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." A replay of the call will be available for one
month, beginning November 20, 2019, by dialing (888) 843-7419 and
using passcode 8461 454#.
Alternatively, individuals may listen to the live webcast of the
presentation by visiting Seacoast's website at SeacoastBanking.com.
The link is located on the IR Home page under the heading
"Webcasts." Beginning the afternoon of November 20, 2019, an
archived version of the webcast can be accessed from this same
section of the website. The archived webcast 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
$6.9 billion in assets and $5.7 billion in deposits as of September
30, 2019. The company provides integrated financial services
including commercial and retail banking, wealth management, and
mortgage services to customers through advanced banking solutions,
and 48 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
ShareholdersThis 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 First 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 First Bank. Investors and security holders of
Seacoast and First 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, First 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 2019 annual meeting of shareholders, which
was filed with the SEC on April 5, 2019 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
StatementsThis 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, or expect to acquire, as well as
statements with respect to Seacoast's objectives, strategic plans,
including Vision 2020, expectations and intentions and other
statements that are not historical facts. 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,
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 First Bank
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, 2018, 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.
Charles M. ShafferExecutive Vice PresidentChief Operating
Officer andChief Financial Officer(772)
221-7003Chuck.Shaffer@seacoastbank.com
Seacoast Banking Corpora... (NASDAQ:SBCF)
Historical Stock Chart
From Apr 2024 to May 2024
Seacoast Banking Corpora... (NASDAQ:SBCF)
Historical Stock Chart
From May 2023 to May 2024