STUART, Fla., March 23, 2021 (GLOBE NEWSWIRE) – Florida-based Seacoast Banking Corporation ("Seacoast") (NASDAQ: SBCF), the holding company of Seacoast National Bank ("Seacoast Bank"), announced today that it has Fall has signed a definitive agreement to acquire Legacy Bank of Florida ("Legacy Bank") in a transaction to expand Seacoast's presence in Counties Broward and Palm Beach in Florida's largest statistical metropolitan area.
Under the terms of the merger, the Legacy Bank of Florida will be merged with and into Seacoast Bank. Legacy Bank operates five branches in the two counties with deposits of approximately $ 432 million and loans of $ 482 million as of December 31, 2020.
“Legacy Bank of Florida is a customer-centric franchise company with an excellent reputation for excellent service and deep customer relationships in this important market. We see a great opportunity to complement his strengths with Seacoast's innovation and breadth of offerings to expand our presence and expand our position in South Florida, "said Charles M. Shaffer, President and CEO of Seacoast. “The transaction is expected to increase earnings in 2021 with minimal dilution of tangible value and will build on our previous acquisitions in South Florida to improve scalability in one of the fastest growing and most dynamic markets in the United States. We look forward to welcoming Legacy Bank employees and customers to the Seacoast franchise. "
“Since 2006, Legacy Bank of Florida has been committed to white glove service, local choices, and competitive products. We are excited to partner with Seacoast, who share our values and have served Florida consumers and businesses for more than 90 years, ”said Dennis G. Bedley, Chairman and CEO of Legacy Bank of Florida.
After the merger, Bedley will remain with Seacoast and serve as Market President of Broward County.
The transaction will increase Seacoast's deposits in MSA Miami-Fort Lauderdale-Pompano Beach by 41% to approximately $ 1.4 billion. Seacoast anticipates the transaction will generate 2% earnings per share in 2021, with no one-time transaction costs, with a minimal dilution of tangible book value per share, and 6% earnings per share in 2022.
Seacoast was previously expanded in the Palm Beach and Broward counties through the acquisitions of Grand Bankshares in 2015, Palm Beach Community Bank in 2017, First Green Bancorp in 2018, and First Bank of the Palm Beaches in 2020.
Under the terms of the Merger, Legacy Bank shareholders are expected to receive 0.1703 common shares of Seacoast for each common share of Legacy Bank. The exchange ratio for the transaction is fixed, which means that the transaction value will fluctuate due to changes in Seacoast's share price. Based on Seacoast's closing price of $ 35.53 on March 23, 2021, the Legacy Bank transaction, including the legacy bank option swap, is valued at approximately $ 102.2 million, or $ 6.05 per share.
The transaction is expected to close in the third quarter of 2021 after receiving regulatory approvals, legacy shareholder approval, and other customary closing conditions.
Piper Sandler & Co. acted as financial advisor and Alston & Bird LLP acted as legal advisor to Seacoast. Hovde Group acted as financial advisor and Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor to Legacy Bank.
Conference call for investors
Seacoast will host a conference call on Wednesday, March 24, 2021 at 11:00 a.m. Eastern Time to discuss the acquisitions. Investors can call toll free at (888) 517-2513 (9444 475 #). Slides will be used during the conference call and can be found on the Seacoast website at SeacoastBanking.com by selecting Presentations under the News / Events heading. In addition, a recording of the call will be made available to individuals shortly after the conference call and can be viewed by clicking here. Passcode: 50130037. The recording is available for one year.
About Seacoast Banking Corporation in Florida (NASDAQ: SBCF)
Florida-based Seacoast Banking Corporation is one of the largest community banks headquartered in Florida and had approximately $ 8.3 billion in assets as of December 31, 2020 and deposits of $ 6.9 billion. The company provides integrated financial services including commercial and retail banking, asset management and mortgage services to clients through advanced banking solutions and 51 traditional branches of locally-branded wholly-owned subsidiary Seacoast Bank. The offices extend from Fort Lauderdale, Boca Raton and West Palm Beach north through the Daytona Beach area, to Orlando and central Florida and the adjacent Tampa Market, and west to Okeechobee and the surrounding counties. More information about the company can be found at www.SeacoastBanking.com.
Important information for investors and shareholders
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of votes or approval, nor is there a sale of securities in any jurisdiction in which such offer, solicitation or solicitation such sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Seacoast will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) containing a letter of attorney from Legacy Bank and a prospectus from Seacoast, and Seacoast will file additional documents with the SEC in relation to the proposed document Merger. A final power of attorney / prospectus will be sent to Legacy Bank shareholders. Seacoast and Legacy Bank investors and securityholders are asked to carefully and completely read all of the Power of Attorney / Prospectus and other documents filed with the SEC, as they become available, as they contain important information. Investors and securityholders can obtain free copies of the registration statement and power of attorney / prospectus (if available) and other documents filed by Seacoast with the SEC through the SEC's website at http://www.sec. Government. Copies of Seacoast's filings with the SEC are available free of charge on the Seacoast web site or from Seacoast.
Seacoast, Legacy Bank, their respective directors and officers, and other directors and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Seacoast directors and officers information is included in the proxy statement for the 2020 Annual General Meeting filed with the SEC on April 10, 2020, and the most recent reports on Form 8-K. Additional information regarding the proxy attendees and a description of their direct and indirect interests through holdings or otherwise are included in the power of attorney / prospectus and other relevant materials that will be filed with the SEC as they become available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning and protection of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements regarding future financial and operating results. Cost savings, improved revenues, economic and seasonal conditions in our markets, as well as improvements in reported profits that can be achieved through cost controls, changes in tax law, new initiatives and for bank integration that we have acquired, and statements related to The Goals , Seacoast's strategic plans, expectations, and intentions, and other statements that are not historical facts and that are susceptible to being influenced by the COVID-19 pandemic and its associated impact on the US economy. Actual results could differ from those in the forward-looking statements.
Forward-looking statements include statements relating to our beliefs, plans, goals, goals, expectations, expectations, beliefs, estimates and intentions regarding future performance and involve known and unknown risks, uncertainties and other factors that may be beyond our control cause Seacoast's actual results, performance or success to differ materially from the future results, performance or success expressed or implied in such forward-looking statements. You should not expect us to update any forward-looking statements.
All statements other than statements of historical fact may be forward-looking statements. You can identify these forward-looking statements by the use of words such as "may", "will", "anticipate", "assume", "should", "support", "indicate", "would", "believe". , "consider", "expect", "estimate", "continue", "continue", "plan", "point to", "project", "could", "intend", "aim" or other similar words and Expression of the future. These forward-looking statements may not work due to a number of factors including, without limitation: the effects of future economic and market conditions, including seasonality and the adverse effects of COVID-19 (economic and otherwise); government monetary and fiscal policies, including interest rate policies of the Federal Reserve Board of Governors and law, tax and regulatory changes; Changes in accounting policies, rules and practices, including the effects of the introduction of the CECL; our participation in the Paycheck Protection Program ("PPP"); the risks of changes in interest rates in relation to the size and composition of deposits, credit 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; Uncertainty about the impact of LIBOR calculations on securities and loans; Changes in the borrower's credit risk and payment history; Change in retail sales strategies, customer preferences and behavior; Changes in the availability and cost of credit and capital in financial markets; Changes in prices, values and sales volumes of residential and commercial properties; our ability to meet legal requirements; the impact of problems with other financial institutions that adversely affect us or the banking sector; our focus on commercial real estate loans; Inaccuracies or other errors in the use of models, including lack of assumptions and estimates, and differences and changes in economic, market and credit conditions; the impact on the valuation of our investments due to market volatility or counterparty payment risk; statutory and regulatory dividend restrictions; Increasing regulatory capital requirements for banking organizations in general; the risks of mergers, acquisitions and divestments, including our ability to continue to identify acquisition targets and successfully acquire desirable financial institutions; Changes to technology or products that may be more difficult, costly, or less effective than expected; our ability to identify and address increased cybersecurity risks; Inability of our risk management framework to manage risks associated with our business; Dependence on major suppliers or suppliers to obtain equipment or services for our business on acceptable terms; Reducing or ending our ability to use the mobile platform that is critical to our business growth strategy; the effects of wars or other conflicts, acts of terrorism, natural disasters, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions; unexpected results and costs of existing or new legal disputes in which we are involved; our ability to maintain adequate internal controls over financial reporting; potential claims, damages, penalties, fines and reputational damage due to pending or future litigation, government proceedings and enforcement actions; The risk that our deferred tax assets may be reduced if estimates of future taxable income from our operations and tax planning strategies are below current estimates and the sale of our share capital could result in a reduction in the amount of net loss carryforwards that we may be able to use for income tax purposes; the effects of competition from other commercial banks, thrifts, mortgage lenders, consumer finance firms, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds, and other financial institutions operating in our market areas and elsewhere, including those operating regionally, nationally and internationally along with such Competitors offering banking products and services through the mail, telephone, computer and the Internet; and the failure of the assumptions underlying the creation of provisions for possible credit losses.
Given the many unknowns and risks that are heavily weighted down, our forward-looking statements are subject to the risk that conditions will differ materially from those currently anticipated. If efforts to contain COVID-19 are unsuccessful and movement restrictions persist into the second half of 2021 and beyond, the recession would be much longer and more severe. Ineffective fiscal incentives or a prolonged delay in implementation are also major downside risks. The deeper the recession is and the longer it lasts, the more it will damage fundamentals and consumer sentiment. This could both prolong the recession and weaken the recovery. Likewise, the recession could damage the fundamentals of business. And a widespread global recession due to COVID-19 would weaken the recovery in the US. As a result, the outbreak and its aftermath, including measures to deal with the outbreak, may have had a material adverse effect on our business and financial performance, potentially affecting the demand for and profitability of our products and services, asset valuation and ours Ability to meet our customers' needs.
All forward-looking statements, whether written or oral, attributable to us are expressly qualified in their entirety by this caution, including, without limitation, the risks and uncertainties set forth in our Annual Report on Form 10-K for the year ended December 31, 2020 Described below are "Special Warnings Regarding Forward-Looking Statements" and "Risk Factors" and other information in our SEC reports and filings. Such reports are available upon request from the Company or the Securities and Exchange Commission, including on the SEC's web site at www.sec.gov.
CONTACT:
Rafael Brazon-Di Fatta
[email protected]
(786) 567-2791