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:

 

xWritten 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))

 

 

 

 

Item 8.01Other Events

 

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.

  

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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.

 

(d)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.

 

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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

 

Date:November 3, 2015

 

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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.

 

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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.

 

 3 

 

 

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.

 

 4 

 



 

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.

 

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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.

 

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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.

 

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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.

 

  3

 

 

 

 

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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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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