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): April 7, 2017
SEACOAST BANKING CORPORATION OF FLORIDA
(Exact Name of Registrant as Specified in Charter)
|
Florida
|
000-13660
|
59-2260678
|
|
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:
| ¨ | 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)) |
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
Effective April 7, 2017, Seacoast Banking Corporation of Florida, a Florida corporation (“ Seacoast ”), completed its previously announced merger (the “ Merger ”) with GulfShore Bancshares, Inc. (“ GulfShore ”), pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of November 3, 2016, by and among Seacoast, Seacoast’s wholly-owned subsidiary, Seacoast National Bank, a national banking association (“ SNB ”), GulfShore and GulfShore’s wholly-owned subsidiary, GulfShore Bank, a Florida state bank (“ GB ”). At the effective time of the Merger (the “ Effective Time ”), GulfShore merged with and into Seacoast, with Seacoast continuing as the surviving corporation.
Pursuant to the Merger Agreement, holders of GulfShore common stock prior to the Effective Time have the right to receive, per share of GulfShore common stock, a combination of $1.47 in cash and 0.4807 shares of Seacoast common stock (the “ Merger Consideration ”). Each outstanding share of Seacoast common stock remains outstanding and is unaffected by the Merger.
Each GulfShore stock option outstanding and unexercised immediately prior to the effective time of the Merger, whether or not vested or exercisable, was cancelled and automatically converted into the right to receive a cash amount equal to the aggregate number of GulfShore shares subject to such option multiplied by the excess of the per share Merger Consideration value over the exercise price of such option.
Immediately following the Effective Time, GB merged with and into SNB, with SNB surviving and continuing its corporate existence under the name “Seacoast National Bank.”
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.
| Item 8.01 | Other Events |
On April 7, 2017, Seacoast 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 |
(d) Exhibits.
|
Exhibit
|
Description |
| 2.1 | Agreement and Plan of Merger, dated as of November 3, 2016, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, GulfShore BancShares, Inc. and GulfShore Bank (incorporated by reference to Exhibit 2.1 to Seacoast’s Form 8-K, as filed on November 9, 2016). |
| 99.1 | Press Release dated April 7, 2017. |
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/ Charles M. Shaffer | |
| Charles M. Shaffer | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: | April 10, 2017 |
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Exhibit 99.1
Dennis S. Hudson, III
Chairman and Chief Executive Officer
Seacoast Banking Corporation of Florida
(772) 288-6086
Charles M. Shaffer
Executive Vice President and
Chief Financial Officer
Seacoast Banking Corporation of Florida
(772) 221-7003
Seacoast Banking Corporation of Florida Completes Acquisition of
GulfShore BancShares, Inc.
STUART, Fla., April 7, 2017 /PRNewswire/ -- Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), the holding company for Seacoast National Bank, today announced the completion of its acquisition of GulfShore BancShares, Inc. (“GulfShore”), effective April 7, 2017. Immediately following the merger, GulfShore Bank, GulfShore’s wholly-owned subsidiary, merged with and into Seacoast National Bank.
Pursuant to the merger, GulfShore common shareholders are receiving a combination of 0.4807 shares of Seacoast common stock and $1.47 in cash for each share they own.
The acquisition of GulfShore Bank, a full-service community bank serving the Tampa area since 2007, adds approximately $343 million in assets, $290 million in deposits and $258 million in loans, bringing Seacoast’s total assets to approximately $5.0 billion as of March 31, 2017. GulfShore, which operates three branches – two in Tampa and one in St. Petersburg – has built a strong core deposit franchise, with 59% of total deposits in transaction accounts, and has rapidly grown its high quality, diverse loan portfolio.
“We are delighted to welcome GulfShore’s customers and its employees into the Seacoast family, and we look forward to introducing Tampa’s businesses and households to our broad range of convenient and mobile-accessible products and services,” said Dennis S. Hudson, III, Seacoast’s Chairman and CEO.
Transaction Details
FBR & Co. served as exclusive financial advisor and Cadwalader, Wickersham & Taft LLP served as legal counsel to Seacoast. Sandler O’Neill & Partners, L.P. served as financial advisor and Foley Lardner LLP served as legal counsel to GulfShore.
Customer Information
GulfShore customers will benefit immediately from the merger, with access to Seacoast’s full suite of digital banking products, along with 24/7 local Florida-based customer service. Additionally, customers will have fee-free access to both Seacoast and GulfShore ATMs, as well as to over 1,000 Publix ATMs across the Southeast.
About Seacoast Banking Corporation of Florida
Seacoast Banking Corporation of Florida is one of the largest community banks headquartered in Florida with approximately $4.7 billion in assets and approximately $3.5 billion in deposits as of December 31, 2016. The Company provides integrated financial services including commercial and retail banking, wealth management, and mortgage services to customers through advanced banking solutions, 47 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 Daytona Beach area, into Orlando and Central Florida, and west to Okeechobee and surrounding counties. More information about the Company is available at SeacoastBanking.com.
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Cautionary Notice Regarding Forward-Looking Statements
This press release 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, 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 and for integration of banks that we have acquired, or expect to acquire, as well as statements with respect to Seacoast's objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ materially from those set forth in the forward-looking statements.
Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, 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.
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