Current Report Filing (8-k)
October 24 2017 - 2:02PM
Edgar (US Regulatory)
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): October 20, 2017
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
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Florida
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000-13660
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59-2260678
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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815 Colorado Avenue, Stuart, Florida
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34994
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.01
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Completion of Acquisition or Disposition of Assets.
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Effective October 20, 2017,
Seacoast Banking Corporation of Florida, a Florida corporation (Seacoast or the Company), completed its previously announced merger (the Merger) with NorthStar Banking Corporation, a Florida corporation
(NSBC), pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated May 18, 2017, by and among Seacoast, Seacoasts wholly-owned subsidiary, Seacoast National Bank, a national banking association
(Seacoast National), NSBC and NSBCs wholly-owned subsidiary, NorthStar Bank, a Florida chartered bank (NorthStar Bank). At the effective time of the Merger (the Effective Time), NSBC merged with and into
Seacoast, with Seacoast as the surviving corporation and immediately following the Merger, NorthStar Bank merged with and into Seacoast National, with Seacoast National continuing as the surviving bank.
Pursuant to the Merger Agreement, holders of NSBC common stock received (i) 0.5605 (the Exchange Ratio) of a share of
Seacoast common stock (subject to the payment of cash in lieu of fractional shares) and (ii) $2.40 in cash (the Cash Consideration) for each share of NSBC common stock held immediately prior to the Effective Time. The aggregate
transaction value, including options, is approximately $32.5 million.
Immediately prior to the Merger, outstanding NSBC stock options,
restricted stock units and other equity-based awards (i) vested in accordance with their terms, (ii) were exercised in accordance with their terms and/or (iii) terminated.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, which is included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On October 20, 2017, the Company issued a press release announcing
the completion of the Merger. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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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.
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SEACOAST BANKING CORPORATION
OF FLORIDA
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By:
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/s/ Dennis S. Hudson, III
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Dennis S. Hudson, III
Chairman and Chief
Executive Officer
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Date: October 24, 2017
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