UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): November 2, 2015
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified
in Charter)
Florida
(State or Other Jurisdiction of Incorporation) |
000-13660
(Commission File Number) |
59-2260678
(IRS Employer Identification No.) |
815 Colorado Avenue, Stuart, Florida
(Address of Principal Executive Offices) |
34994
(Zip Code) |
Registrant’s telephone number,
including area code: (772) 287-4000
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On November 3, 2015, Seacoast Banking Corporation
of Florida, a Florida corporation (“Seacoast”), issued a press release announcing that Seacoast entered into a definitive
agreement to acquire Floridian Financial Group, Inc. (“Floridian”), the parent company of Floridian Bank (the “Merger”).
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with the
Merger, Seacoast and Floridian jointly released an employee communication on November 3, 2015. A copy of the employee communication
is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Additionally, Seacoast
intends to make available to investors the presentation related to the Merger attached hereto as Exhibit 99.3, which is incorporated
herein by reference.
Important Information for Investors
and Shareholders
This communication (including the documents
referred to herein) 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 (including the documents
referred to herein) 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.
| Item 9.01. | Financial Statements and Exhibits. |
Exhibit
No. |
|
Description |
99.1 |
|
Press release issued by Seacoast Banking Corporation of Florida on November 3, 2015, with respect to the announcement of the Merger. |
99.2 |
|
Employee communication issued by Seacoast Banking Corporation of Florida and Floridian Financial Group, Inc. related to the Merger on November 3, 2015. |
99.3 |
|
Investor presentation issued by Seacoast Banking Corporation of Florida on November 3, 2015. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
SEACOAST BANKING CORPORATION OF FLORIDA |
|
|
|
|
By: |
/s/ Dennis S. Hudson, III |
|
|
Dennis S. Hudson, III |
|
|
Chairman and Chief Executive Officer |
Exhibit 99.1
Contact: Steve Fowle, CFO
Phone: (772) 463-8977
Email: steve.fowle@seacoastbank.com
SEACOAST BANKING
CORPORATION OF FLORIDA TO ACQUIRE FLORIDIAN FINANCIAL GROUP, INC.
Seacoast’s
Third Transaction in Orlando Strengthens its Presence in Central Florida
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.
Exhibit 99.2
Floridian
Bank to be Acquired by Seacoast Bank
|
On Monday, an agreement was signed
that will allow Seacoast Banking Corporation of Florida to acquire Floridian Bank. Headquartered in Stuart, Florida, Seacoast
Bank is an 89 year old bank with approximately $3.2 billion in assets, $2.6 billion in deposits and 43 retail branches, and
five commercial banking centers. Seacoast’s offices stretch across 15 counties from Ft. Lauderdale and West Palm Beach
north through the Space Coast of Florida, into Orlando and Central Florida and west to Okeechobee and surrounding counties. |
Thomas H. Dargan Jr.
Chairman & CEO |
|
|
|
|
Over the coming months, we will work with Seacoast
to make sure there is a smooth transition for our customers and our employees. Leaders from both organizations will be visiting
all Floridian branches to answer questions you may have over the next few weeks. In the meantime, please take a look at the
“Frequently Asked Questions” document attached. Thank you for your understanding as we work to transition
Floridian customers to Seacoast. As more information becomes available, we will be sure to keep you informed. |
Denny
S. Hudson III
Chairman
& CEO
|
|
|
|
|
Thank you, |
|
|
|
Thomas Dargan & Denny Hudson |
|
Click here to view the external press release |
Important
Information for Investors and Shareholders continues on following pages
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.
ANSWERS
TO YOUR MERGER QUESTIONS
GENERAL INFORMATION
Q: Who is Seacoast?
A: Since 1926, Seacoast Bank
has a strong, stable presence with deep roots in the neighborhoods they serve and a secure place in the hearts of their customers.
Seacoast Bank is a premier community bank serving over 84,000 households throughout Florida with 43 conveniently located branches.
They have over 700 associates and approximately $3.2 billion in assets. Learn more about Seacoast Bank by visiting their website
at SeacoastBank.com
EMPLOYEE
Q: What will happen to Floridian
Bank employees?
A: Employees will continue
their current employment with Floridian Bank as normal, including receiving their current compensation, benefits and incentive
plans.
Q: What will happen to my service?
A: As we approach conversion,
Seacoast Bank Human Resources will be working with employees and their supervisors to determine employment opportunities with
comparable compensation. Currently recognized service dates with Floridian Bank will be recognized under the vacation and sick
pay policies of Seacoast Bank.
Q: What will happen to my benefits?
A: As we approach conversion,
Seacoast Bank Human Resources will offer immediate eligibility to participate in Seacoast’s benefit plans. These include
medical, dental, 401K, stock purchase plan and health savings plan. Vision benefit eligibility is available at the beginning of
each month.
Q: How will employees be kept
informed during the transition?
A: Managers for Floridian
Bank will continue to be the employee’s primary source of information regarding the transition of this sale. Both
teams are committed to timely and transparent communications when additional news or information is available.
Q: Who should I contact if I
have any additional questions?
A: For questions related
to HR policies, please contact your Human Resources manager, Jodi Cerna.
CUSTOMER
Q: When is the sale expected
to close?
A: The sale is expected to
close in the 1st quarter of 2016. The date of customer account conversion will be mutually determined as we approach
the sale date.
Q: How will customers benefit
from the proposed merger?
A: Clients will benefit from
the added convenience of more branches, more ATMs and a wider array of financial services. They will still have access to their
accounts 24/7 with automated money phone, online and mobile banking, deposit accepting ATMs, and the additional convenience of
live Florida-based Telephone Banking Representatives to assist them 24/7, 365 days a year.
Q: Will customer account numbers
and product types change?
A: Account numbers and product
types will not change at this time.
Q: Will customers be able to
continue using their Floridian Bank checks and deposit slips?
A: Yes. At this time, it’s
“business as usual.”
Q: Will customers receive a new
debit card?
A: Not at this time. Our
conversion team will keep all Floridian clients as the first priority – looking to minimize any impact and to make the merger
as easy and convenient as possible.
Q: What will happen with customer
direct deposit(s)?
A: Customer direct deposit(s)
will continue without interruption at this time. Customers do not need to take any action. Our conversion team will keep all Floridian
clients as the first priority – looking to minimize any impact and to make the merger as easy and convenient as possible.
Q: Will customer loan payments
that are automatically paid through automated payment from their checking account still continue?
A: Yes. All automatic payments
will continue as usual.
Q: Can loan payments be made
to Seacoast Bank?
A: No. Until the merger is
completed, Floridian Bank clients are not yet clients of Seacoast Bank.
Q: Are customer deposits FDIC
insured?
A: Yes. Just as their deposits
are insured with Floridian Bank, FDIC insurance will continue at Seacoast Bank.
Q: Can customers start using
Seacoast Bank offices now?
A: No. Until the merger is
completed, Floridian Bank clients are not yet clients of Seacoast Bank.
ADDITIONAL CUSTOMER
TALKING POINTS
| · | Floridian
Bank customers are encouraged to continue banking as usual. |
| · | We
ask that Floridian Bank customers, who inquire about opening Seacoast Bank accounts now, not do so, as their accounts will automatically
move to Seacoast at conversion. |
| · | Seacoast
Bank and Floridian Bank teams are working together to make this transition as smooth
as possible for our customers. As we work through the process, we will communicate with
customers all pertinent information. |
| · | As
the sale date approaches, customers will receive a Welcome Packet detailing all the information relating to their accounts as
well as any changes or benefits that will occur. |
| · | Customers
can learn more about Seacoast Bank by visiting their website at SeacoastBank.com
or their social media pages on Facebook and LinkedIn. |
PRESS & MEDIA
Please direct all media inquiries
to:
Jeff Lee
Seacoast Bank
EVP, Chief Marketing Officer & External Affairs
Jeff.Lee@SeacoastBank.com
or 772-463-5294
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.
DD Acquisition of Floridian Financial Group, Inc. For more information, contact: Denny Hudson Chief Executive Officer Phone: 772 - 288 - 6086 Email: Denny.Hudson@SeacoastBank.com Steve Fowle Chief Financial Officer Phone: 772 - 463 - 8977 Email: Steve.Fowle@SeacoastBank.com November 3, 2015 Exhibit 99.3
Cautionary Statements 2 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 solicitati on 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 qualifica tio n 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 sta tement 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 respe ct 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 contai n i mportant information. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when av ail able) 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 c ons idered 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 stateme nt/ 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 Sec tion 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 c ons ummate 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 propose d m erger 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 pro pos ed 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 mer ger ; 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 ad dit ional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward - looking statements, please r efer 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 recen t F orm 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 Fl oridian. 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 st atements contained herein to reflect events or conditions after the date hereof.
Transaction Highlights 3 Compelling Strategic Rationale Strong Financial Results Continued expansion of presence in large attractive Orlando market – reinforces top 10 position in Orlando MSA with almost $1 billion in deposits Builds on prior acquisition of BANKshares and BMO Harris branch acquisition for greater penetration in market Highly experienced Orlando local team reinforced by Floridian personnel In addition, Top 10 presence in Daytona Beach MSA with ~ $300 million in deposits and consistent with overall strategy of expansion in Florida Proven track record of acquisitions and low integration risk Expected to be $0.02 accretive to 2016 EPS excluding one - time charges Run rate EPS accretion of $0.07 - $0.09 in 2017 and beyond Internal rate of return of nearly 20% Tangible book value dilution of $0.34 with all restructuring charges Earn - back of dilution 4.2 years using crossover method reflecting all merger - related expenses, purchase accounting adjustments and cost savings Remain well in excess of “Well Capitalized” guidelines on a pro forma basis (1) (1) Pro forma for both pending BMO Harris branch acquisition and Floridian Financial Group, Inc. transaction Crossover method defined as the number of years for projected pro forma tangible book value per share to exceed projected sta nd - alone tangible book value per share.
Floridian Bank Summary of Selected Terms 4 Transaction Value: Implied consideration of $12.25 per Floridian common share or $76.5 million in aggregate Form of Consideration: 65% stock and 35% cash 0.5291 shares of SBCF common stock and $4.29 in cash 1 based on 10 - day average closing price of SBCF common stock of $15.05 as of 10/29/2015 Walkaway Provision: “Double - trigger” provision : – 15% or greater decline in SBCF stock and – 20% or greater decline in SBCF’s stock price relative to the NASDAQ Bank Index Expected Closing: March 2016 Required Approvals: Customary regulatory approvals Floridian shareholder approval Termination Fee: $3,000,000 (approximately 3.9% of transaction value) Financing: Existing cash (No additional capital raise required) Board of Directors: No change to Seacoast executive management team or Board of Directors Pro Forma Ownership: 91.2% SBCF / 8.8% Floridian shareholders (1) For mixed stock consideration only. Shareholders also have ability to elect all stock or all cash, subject to customary 65% s to ck/35% cash pro ration mechanism
Floridian Bank Overview of Floridian Financial 5 Loan & Deposit Composition 1 - 4 Family 12.4% Multi - Family 2.0% C&D 14.5% C&I 12.3% CRE - Owner - Occupied 36.7% CRE - Non - Owner - Occupied 21.2% Consumer 1.1% Transaction Accounts, 33.1% Savings & Money Mkt, 39.0% Retail CDs, 25.7% Jumbo CDs, 2.1% Key Financial Metrics Loan and deposit data and key financial metrics as of 9/30/15 . Deposit market share data from SNL Financial as of 6/30/15. Source: SNL Financial Deposit Market Distribution MSA Branches Deposits ($000s) % of Total Franchise Daytona Beach 4 234,929 62 Orlando 6 145,123 38 Retail Footprint ($ s in 000s) Assets: 426,409 Loans: 288,838 Deposits: 360,884 Tangible Equity: 54,441 TCE / TA: 12.77% NPAs / Assets: 0.49% Efficiency Ratio: 78.58% Net Interest Margin: 3.77%
Floridian Bank Pro Forma Retail Franchise With BMO Harris Branch and Floridian Financial Acquisitions 6 Floridian Financial (10 branches ) BMO Harris (14 branches) SBCF ( 45 branches) Orlando, 26.4% Port St. Lucie, 32.4% Miami - West Palm, 12.8% Vero Beach, 6.6% Palm Bay, 5.4% Top 5 Pro Forma SBCF MSAs ‣ Excellent fit with Seacoast existing franchise
Floridian Bank Rank Institution Deposits ($MM) Market Share 1 EverBank Financial 16,601 3.4% 2 BankUnited Inc. 12,510 2.6% 3 FCB Financial Holdings Inc. 4,470 0.9% 4 CenterState Banks 3,885 0.8% 5 Seacoast (pro forma BMO Harris & Floridian) 3,535 0.7% 5 Seacoast 2,800 0.6% 6 Ocean Bankshares Inc. 2,765 0.6% 7 Capital Bank Finl Corp. 2,216 0.5% 8 Stonegate Bank 1,932 0.4% 9 USAmeriBancorp Inc. 1,909 0.4% 10 Capital City Bank Group Inc. 1,852 0.4% 2015 Acquisition of Floridian Continues Expansion in Attractive Orlando MSA 7 Seacoast Deposit Market Share in Orlando MSA Top Florida - Based Banks by Florida Deposit Market Share Orlando presents a strong commercial banking market Opportunity to cross - sell and build brand (1) Pro forma deposits calculated using SBCF 6/30/15 deposits per SNL Financial, $355 MM in deposits from BMO Harris branch acqui sit ion and $145 MM in deposits in Orlando MSA per SNL Financial as of 6/30/15 from Floridian Financial acquisition. (2) Pro forma deposits calculated using SBCF 6/30/15 deposits per SNL Financial, $355 MM in deposits from BMO Harris branch acqui sit ion and $380 MM in deposits per SNL Financial as of 6/30/15 from Floridian Financial acquisition. SNL financial deposit data as of 6/30/15. Rank Institution Deposits ($MM) Market Share 1 SunTrust Banks Inc. 9,736 22.8% 2 Bank of America Corp. 9,560 22.4% 3 Wells Fargo & Co. 6,330 14.8% 4 JPMorgan Chase & Co. 2,949 6.9% 5 Fifth Third Bancorp 1,765 4.1% 6 BB&T Corp. 1,740 4.1% 7 Regions Financial Corp. 1,671 3.9% 8 IBERIABANK Corp. 1,172 2.8% 9 Seacoast (pro forma BMO Harris & Floridian) 934 2.2% 10 PNC Financial Services Group 683 1.6% … 15 Seacoast 434 1.0% 2015 (1) (2)
Floridian Bank 0.0% 2.0% 4.0% 6.0% Baltimore, MD Atlanta, GA Dallas, TX San Francisco, CA Portland, OR San Diego, CA Seattle, WA Riverside, CA Orlando, FL San Jose, CA 7.8% 5.6% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% Projected Change 2016 - 2021 (%) 11.2% 10.8% 9.0% 7.8% 6.0% 5.1% 5.1% 3.0 4.0 5.0 6.0 7.0 8.0 9.0 10.0 11.0 12.0 13.0 12/09 12/10 12/11 12/12 12/13 12/14 Orlando’s Economy Remains Strong and Growing 8 Source: SNL Financial, CBRE, Bureau of Labor Statistics and FHFA. Orlando Unemployment Rate (%) Through 2Q 2015 Population Growth Orlando MSA Florida National Average 3.7% Orlando MSA Demographic & Economic Opportunities Top U.S. MSAs for % Change in Payroll Employment MSAs > 1 Million Jobs
Floridian Bank Pro Forma Financial Impact 9 ‣ Attractive financial returns: ‣ 2016 EPS accretion of $0.02 excluding one - time charges and $0.07 - $0.09 accretion in 2017 and beyond ‣ $0.34 dilution of tangible book value per share (1) with earn - back of 4.2 years using crossover method ‣ Internal rate of return ~20% ‣ Key Assumptions: ‣ Approximately 45% cost savings (50% phased in during 2016 and 100% thereafter) ‣ Conservative gross loan credit mark of $9.2 million (or 3.2% of loans) ̵ 68% of loan portfolio extensively reviewed ‣ Interest rate loan markdown of $1.4 million, and a minimal mark on deposits ‣ Core deposit intangibles of 1.25% amortized over 10 years using sum - of - years’ digits ‣ One - time pre - tax restructuring charge of $7.5 million ‣ Goodwill at closing anticipated to be $25 million (1) Includes restructuring charges.
Floridian Bank Attractive Pricing to Florida Market Deals 10 Deal Metrics Deal Value $76.4 $89.6 Price/ Book 1.40x 1.46x Price/ Tangible Book 1.40x 1.51x Target Financials (MM) Total Assets $426 $524 Total Deposits $361 $426 Peer Florida Deals (1) (1) Peer median consists of whole bank and thrift M&A in Florida announced since 12/31/2013 with deal values greater than $40.0 million. Source: SNL Financial data as of 9/30/2015.
Floridian Bank Summary 11 ‣ Strategic continued expansion into Orlando for deeper penetration ‣ Strengthens overall franchise in Florida ‣ Floridian Financial franchise complements Seacoast footprint with similar disciplined credit culture and customer focus ‣ History of successful consolidations with a seasoned management team, technology/back office support and capital/liquidity strength ‣ Strong financial results
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