Seacoast Banking Corporation of Florida (NASDAQ: SBCF) ("Seacoast"
or the "Company"), the holding company for Seacoast National Bank,
announced today the completion of its acquisition of Professional
Holding Corp. (“Professional”) (NASDAQ: PFHD), parent company of
Professional Bank, effective January 31, 2023. The merger of
Professional Bank with and into Seacoast National Bank was also
effective January 31, 2023, with Seacoast National Bank being the
surviving financial institution.
Under the terms of the merger agreement,
Professional shareholders received 0.8909 shares of Seacoast common
stock for each share of Professional common stock held immediately
prior to the merger and Professional option holders received
options to purchase Seacoast common stock, with the number of
shares underlying each such option and the applicable exercise
price adjusted using the same 0.8909 exchange ratio.
Professional Bank, the sixth largest bank
headquartered in South Florida, had deposits of approximately $2.2
billion and loans of approximately $2.1 billion as of December 31,
2022.
Charles M. Shaffer, Seacoast's Chairman and CEO,
stated, “Professional Bank will be a strong addition to Seacoast’s
breadth of offerings, accelerating our growth strategy and
expanding our presence in the attractive tri-county South Florida
market. With the combined scale, we will bring to market a larger
balance sheet, a greater digital product set and the banking team
to become South Florida’s most competitive community bank. We are
excited to welcome Professional’s employees and customers to the
Seacoast franchise."
Transaction DetailsPiper
Sandler & Co. served as financial advisor and Alston & Bird
LLP served as legal counsel to Seacoast. Stephens Inc. served as
financial advisor and The Gunster Law Firm served as legal counsel
to Professional.
About Seacoast Banking Corporation of
Florida (NASDAQ: SBCF)Seacoast Banking Corporation of
Florida is one of the largest community banks headquartered in
Florida with approximately $12.1 billion in assets and $10.0
billion in deposits as of December 31, 2022. Seacoast provides
integrated financial services including commercial and consumer
banking, wealth management, and mortgage services to customers at
over 75 full-service branches across Florida, and through advanced
mobile and online banking solutions. Seacoast National Bank is the
wholly-owned subsidiary bank of Seacoast Banking Corporation of
Florida. For more information about Seacoast, visit
www.SeacoastBanking.com.
Cautionary Notice Regarding
Forward-Looking StatementsThis press release contains
"forward-looking statements" within the meaning, and protections,
of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including, without limitation,
statements about future financial and operating results, cost
savings, enhanced revenues, economic and seasonal conditions in our
markets, and improvements to reported earnings that may be realized
from cost controls, tax law changes, new initiatives and for
integration of banks that we have recently acquired, including
Apollo Bancshares, Inc., Drummond Banking Company and Professional
Holding Corp. as well as statements with respect to Seacoast's
objectives, strategic plans, expectations and intentions and other
statements that are not historical facts, any of which may be
impacted by the COVID-19 pandemic and any variants thereof and
related effects on the U.S. economy. Actual results may differ from
those set forth in the forward-looking statements.
Forward-looking statements include statements
with respect to our beliefs, plans, objectives, goals,
expectations, anticipations, assumptions, estimates and intentions
about future performance and involve known and unknown risks,
uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance or achievements
of Seacoast to be materially different from future results,
performance or achievements expressed or implied by such
forward-looking statements. You should not expect us to update any
forward-looking statements.
All statements other than statements of
historical fact could be forward-looking statements. You can
identify these forward-looking statements through the use of words
such as "may", "will", "anticipate", "assume", "should", "support",
"indicate", "would", "believe", "contemplate", "expect",
"estimate", "continue", "further", "plan", "point to", "project",
"could", "intend", "target" or other similar words and expressions
of the future. These forward-looking statements may not be realized
due to a variety of factors, including, without limitation: the
impact of current and future economic and market conditions
generally (including seasonality) and in the financial services
industry, nationally and within Seacoast’s primary market areas,
including the effects of inflationary pressures, elevated interest
rates, slowdowns in economic growth, and the potential for high
unemployment rates, as well as the financial stress on borrowers
and changes to customer and client behavior (including the velocity
of loan repayment) and credit risk as a result of the foregoing;
governmental monetary and fiscal policies, including interest rate
policies of the Board of Governors of the Federal Reserve, as well
as legislative, tax and regulatory changes, including those that
impact the money supply and inflation; the risks of changes in
interest rates on the level and composition of deposits (as well as
the cost of, and competition for, deposits), loan demand, liquidity
and the values of loan collateral, securities, and interest rate
sensitive assets and liabilities; interest rate risks,
sensitivities and the shape of the yield curve; the adverse impact
of COVID-19 (economic and otherwise) on the Company and its
customers, counterparties, employees, and third-party service
providers, and the adverse impacts to our business, financial
position, results of operations and prospects; government or
regulatory responses to the COVID-19 pandemic; changes in
accounting policies, rules and practices, including the impact of
the adoption of the current expected credit losses (“CECL”)
methodology; uncertainty related to the impact of LIBOR
calculations on securities, loans and debt; changes in retail
distribution strategies, customer preferences and behavior
generally and as a result of economic factors; changes in the
availability and cost of credit and capital in the financial
markets; changes in the prices, values and sales volumes of
residential and commercial real estate; the Company’s concentration
in commercial real estate loans and in real estate collateral in
Florida; our ability to comply with any regulatory requirements;
the effects of problems encountered by other financial institutions
that adversely affect Seacoast or the banking industry;
inaccuracies or other failures from the use of models, including
the failure of assumptions and estimates, as well as differences
in, and changes to, economic, market and credit conditions; the
impact on the valuation of Seacoast’s investments due to market
volatility or counterparty payment risk, as well as the effect of a
fall in stock market prices on our fee income from our brokerage
and wealth management businesses; statutory and regulatory dividend
restrictions; increases in regulatory capital requirements for
banking organizations generally; the risks of mergers, acquisitions
and divestitures, including Seacoast’s ability to continue to
identify acquisition targets, successfully acquire and integrate
desirable financial institutions and realize expected revenues and
revenue synergies; changes in technology or products that may be
more difficult, costly, or less effective than anticipated; the
Company’s ability to identify and address increased cybersecurity
risks, including as a result of employees working remotely;
inability of Seacoast’s risk management framework to manage risks
associated with the Company’s business; dependence on key suppliers
or vendors to obtain equipment or services for the business on
acceptable terms, including the impact of supply chain disruptions;
reduction in or the termination of Seacoast’s ability to use the
online- or mobile-based platform that is critical to the Company’s
business growth strategy; the effects of war or other conflicts,
including the impacts related to or resulting from Russia’s
military action in Ukraine, acts of terrorism, natural disasters,
health emergencies, epidemics or pandemics, or other catastrophic
events that may affect general economic conditions; unexpected
outcomes of and the costs associated with, existing or new
litigation involving the Company, including as a result of the
Company’s participation in the Paycheck Protection Program (“PPP”);
Seacoast’s ability to maintain adequate internal controls over
financial reporting; potential claims, damages, penalties, fines
and reputational damage resulting from pending or future
litigation, regulatory proceedings and enforcement actions; the
risks that deferred tax assets could be reduced if estimates of
future taxable income from the Company’s operations and tax
planning strategies are less than currently estimated and sales of
capital stock could trigger a reduction in the amount of net
operating loss carryforwards that the Company may be able to
utilize for income tax purposes; the effects of competition from
other commercial banks, thrifts, mortgage banking firms, consumer
finance companies, credit unions, non-bank financial technology
providers, securities brokerage firms, insurance companies, money
market and other mutual funds and other financial institutions
operating in the Company’s market areas and elsewhere, including
institutions operating regionally, nationally and internationally,
together with such competitors offering banking products and
services by mail, telephone, computer and the Internet; the failure
of assumptions underlying the establishment of reserves for
possible credit losses.
The risks relating to the merger with
Professional Holding Corp. include, without limitation: the
diversion of management's time on issues related to the merger;
unexpected transaction costs, including the costs of integrating
operations; the risks that the businesses will not be integrated
successfully or that such integration may be more difficult,
time-consuming or costly than expected; the potential failure to
fully or timely realize expected revenues and revenue synergies,
including as the result of revenues following the mergers being
lower than expected; the risk of deposit and customer attrition;
regulatory enforcement and litigation risk; any changes in deposit
mix; unexpected operating and other costs, which may differ or
change from expectations; the risks of customer and employee loss
and business disruptions, including, without limitation, as the
result of difficulties in maintaining relationships with employees;
increased competitive pressures and solicitations of customers by
competitors; as well as the difficulties and risks inherent with
entering new markets.
All written or oral forward-looking statements
attributable to us are expressly qualified in their entirety by
this cautionary notice, including, without limitation, those risks
and uncertainties described in the Company’s annual report on Form
10-K for the year ended December 31, 2021 and quarterly reports on
Form 10-Q for the quarters ended March 31, 2022, June 30, 2022, and
September 30, 2022 under "Special Cautionary Notice Regarding
Forward-Looking Statements" and "Risk Factors", and otherwise in
the Company’s SEC reports and filings. Such reports are available
upon request from the Company, or from the Securities and Exchange
Commission, including through the SEC's Internet website at
www.sec.gov.
CONTACT:Taylore
Maxeytaylore@sachsmedia.com(850)
702-9804
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