STUART, Fla., Nov. 3, 2015 /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 Floridian Financial Group, Inc. ("Floridian"), the
parent company of Floridian Bank. Upon completion of the
merger, Seacoast expects that Floridian Bank will be merged with
and into Seacoast Bank.
Floridian, headquartered in Lake Mary,
Florida, currently operates 10 branches in Orlando and Daytona
Beach and will add approximately $426 million in
assets, $361 million in deposits, and $289
million in gross loans to Seacoast. Floridian has
successfully executed a customer- and relationship-driven growth
strategy, resulting in a stable deposit franchise and an attractive
commercial loan production network. Approximately 86%
of Floridian's total deposits consist of low-cost core
deposit accounts, with 33% of total deposits in transaction
accounts.
This acquisition is Seacoast's third in the attractive and
fast-growing Orlando MSA. Seacoast acquired Winter Park-based BankFIRST in 2014 and
announced its pending acquisition of BMO Harris' franchise in
Orlando on October 15, 2015. The acquisitions of
Floridian and the BMO Harris branches strengthen Seacoast's
position as a leading Florida-based community bank.
Dennis S. Hudson, Seacoast's
Chairman and CEO, said, "This transaction is consistent with our
strategy of combining organic growth with accretive acquisitions.
With the pending acquisition of the BMO Harris branch franchise and
now Floridian, Seacoast is expanding our franchise and building on
our previous momentum in Orlando
and Florida overall.
Greater Orlando's vibrant economy continues to diversify, with
strong gains in employment due to significant growth from companies
in the high tech, healthcare and life science fields."
"We are delighted to welcome Floridian's nearly 5,500 customers
and their employees to Seacoast Bank, and look forward to providing
the customers of Floridian with a broader array of banking
services, including expanded commercial and mortgage lending
capabilities, and welcoming Floridian's customers and associates
to Seacoast," Hudson added.
Thomas Dargan, Jr., Floridian's
President and CEO, said, "Our combination with Seacoast creates
value for our customers and shareholders by combining two strong
and complementary banks with a shared commitment to customer
service and their communities. We look forward to the additional
products and services that Seacoast will bring to our customers and
the long-term value this transaction creates for our
shareholders."
Hudson noted that Tom Dargan will
join Seacoast as Market Executive for Volusia County. "Tom's impressive career in
community banking makes him an excellent partner for our
organization," Hudson said.
Under the terms of the definitive agreement, Floridian
shareholders will have the right to receive, at their election, (i)
the combination of $4.29 in cash and
0.5291 shares of Seacoast common stock, (ii) $12.25 in cash or (iii) 0.8140 shares of Seacoast
common stock, subject to a customary proration mechanism so that
the aggregate consideration mix equals 35% cash and 65% Seacoast
shares (based on Seacoast's ten-day average closing price of
$15.05 per share as of October 29, 2015). This values Floridian's
shares at $12.25 per share, for a
total transaction value of approximately $76.5 million. The transaction price
represents a 1.4x multiple to Floridian's tangible book value per
share as of September 30, 2015.
Seacoast expects the acquisition to be $0.02 accretive to 2016 earnings per share and
$0.07- $0.09 accretive in 2017 and
beyond. The transaction is $0.34 dilutive to tangible book value per common
share, including restructuring charges, with an earn-back of
approximately 4.2 years using the crossover method. Following this
transaction and the previously announced branch acquisition from
BMO Harris, Seacoast will continue to exceed the well-capitalized
guidelines.
The Boards of Directors of both Seacoast and Floridian Financial
have unanimously approved the transaction. The transaction is
expected to close in the first quarter of 2016, and is subject to
approval by Floridian's shareholders, receipt of regulatory
approvals and other customary closing conditions.
Seacoast is being advised by FBR Capital Markets & Co. as
financial advisor and Cadwalader, Wickersham & Taft LLP as
legal counsel. Floridian is being advised by Sandler
O'Neill + Partners, L.P. as financial advisor and Gunster,
Yoakley & Stewart, P.A. as legal counsel.
Investor Conference Call
Seacoast will host a conference call on Tuesday, November 3, 2015 at 10:00 a.m. (Eastern Time) to discuss the merger.
Investors may call in (toll-free) by dialing (888) 517-2458
(passcode: 8678 602#; host: Dennis S.
Hudson). Alternatively, individuals may listen to the live
webcast of the conference call by visiting Seacoast's website at
www.SeacoastBanking.net. The link is located in the subsection
"Presentations" under the heading "Investor Services." Beginning
the afternoon of November 3, 2015, 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 $3.2 billion in assets and $2.6
billion in deposits as of June 30, 2015. The
Company provides integrated financial services including commercial
and retail banking, wealth management, and mortgage services to
customers through 43 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 Space Coast of Florida,
into Orlando and Central Florida, and west
to Okeechobee and surrounding counties. Additional
information on Seacoast may be found on its
website: www.SeacoastBanking.com.
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 Floridian Financial Group, Inc. ("Floridian") 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 Floridian.
Investors and security holders of Floridian are urged to read
the 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, Floridian, 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 2015 annual meeting of shareholders, which
was filed with the SEC on April 7,
2015 and its Current Reports on Form 8-K. Other information
regarding the participants in the proxy solicitations 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 communication 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, and is intended
to be protected by the safe harbor provided by the same.
Forward-looking statements can be identified by the use of the
words "anticipate," "expect," "intend," "estimate," "target," and
words of similar import. Forward-looking statements are not
historical facts but instead express only management's beliefs
regarding future results or events, many of which, by their nature,
are inherently uncertain and outside of management's
control. It is possible that actual results and outcomes may
differ, possibly materially, from the anticipated results or
outcomes indicated in these forward-looking statements. Risks
and uncertainties to which these statements are subject include,
but are not limited to, the following: failure to obtain the
approval of shareholders of Floridian 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 Floridian; the diversion
of management time on issues related to the merger; the failure to
consummate or delay in consummating the merger for other reasons;
changes in laws or regulations; 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 "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Seacoast's most recent Form
10-K report and to Seacoast's 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 Floridian.
Forward-looking statements are made only as of the date of this
communication, and neither Seacoast nor Floridian undertakes any
obligation to update any forward-looking statements contained
herein to reflect events or conditions after the date
hereof.
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SOURCE Seacoast Banking Corporation of Florida