| Florida | | | 6022 | | | 59-2260678 | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) | |
| Randolph A. Moore III Alston & Bird LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309 Telephone: (404) 881-7000 | | | Boca Raton, Florida Telephone: | | | 191 Peachtree Street Atlanta, Georgia 30303 Telephone: | |
| Large accelerated filer | ☒ | | | Accelerated filer | ☐ | | ||||||||||
| Non-accelerated filer | ☐ | | | Smaller reporting company | ☐ | | ||||||||||
| | | | Emerging growth company | ☐ | |
| | |||||||||||||||||||||||||
Title of Each Class of Securities to be Registered | | | | Amount to Be Registered(1) | | | | Proposed Maximum Offering Price Per Unit | | | | Proposed Maximum Aggregate Offering Price(2) | | | | Amount of Registration Fee(3) | | |||||||||
Common Stock $0.10 par value | | | | | | 2,937,602 | | | | | Not applicable | | | | | $ | 63,650,916.99 | | | | | | $ | 6,944.32 | | |
| | | |
| | | | Chairman & Chief Executive Officer | |
| | | Page | | |||
| | | | 1 | | | |
| | | | | | ||
| | | | | | ||
| | | | 7 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 8 | | | |
| | | | | | ||
| | | | 9 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 10 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 13 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 14 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 29 | | |
| | | Page | | |||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
Transition; Informational Systems Conversion | | | | | | ||
| | ||||||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | 67 | | | |
Expenses | | | | | | | |
| | | | 69 | | | |
| | | | 76 | | | |
| | | | 78 | | | |
| | | | 80 | | |
| | | Page | | |||
EXPERTS | | | | | | | |
LEGAL MATTERS | | | | | | | |
OTHER MATTERS | | | | | | | |
DOCUMENTS INCORPORATED BY REFERENCE | | | | | |||
| | ||||||
APPENDICES: | | | | | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | |||
| |
Date | | | Seacoast closing sale price | | | Equivalent Fourth Street per share value | | ||||||
January 22, 2020 | | | | $ | 29.39 | | | | | $ | 3.75 | | |
, 2020 | | | | $ | | | | | $ | | | |
Date | | | Seacoast closing sale price | | | Equivalent Legacy per share value | | ||||||
March 22, 2021 | | | | $ | 36.93 | | | | | $ | 6.29 | | |
, 2021 | | | | $ | | | | | $ | | | |
| | Seacoast Common Stock | | | Seacoast Common Stock | | ||||||||||||||||||||||||||||||||
| | High | | Low | | Dividends | | | High | | Low | | Dividend | | ||||||||||||||||||||||||
2018 | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
First Quarter | | | $ | 28.44 | | | | $ | 23.96 | | | | $ | — | | | ||||||||||||||||||||||
Second Quarter | | | $ | 33.51 | | | | $ | 25.61 | | | | $ | — | | | ||||||||||||||||||||||
Third Quarter | | | $ | 34.95 | | | | $ | 28.30 | | | | $ | — | | | ||||||||||||||||||||||
Fourth Quarter | | | $ | 29.86 | | | | $ | 21.74 | | | | $ | — | | | ||||||||||||||||||||||
2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
First Quarter | | | $ | 29.75 | | | | $ | 24.45 | | | | $ | — | | | | | $ | 29.75 | | | | $ | 24.45 | | | | $ | — | | | ||||||
Second Quarter | | | $ | 28.78 | | | | $ | 22.99 | | | | $ | — | | | | | $ | 28.78 | | | | $ | 22.99 | | | | $ | — | | | ||||||
Third Quarter | | | $ | 27.64 | | | | $ | 22.35 | | | | $ | — | | | | | $ | 27.64 | | | | $ | 22.35 | | | | $ | — | | | ||||||
Fourth Quarter | | | $ | 31.02 | | | | $ | 24.70 | | | | $ | — | | | | | $ | 31.42 | | | | $ | 24.11 | | | | $ | — | | | ||||||
2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||
First Quarter | | | $ | 30.55 | | | | $ | 14.64 | | | | $ | — | | | | | $ | 30.87 | | | | $ | 13.30 | | | | $ | — | | | ||||||
Second Quarter (through June 19, 2020) | | | $ | 25.00 | | | | $ | 16.35 | | | | $ | — | | | ||||||||||||||||||||||
Second Quarter | | | $ | 25.89 | | | | $ | 16.02 | | | | $ | — | | | ||||||||||||||||||||||
Third Quarter | | | $ | 22.23 | | | | $ | 17.00 | | | | $ | — | | | ||||||||||||||||||||||
Fourth Quarter | | | $ | 30.26 | | | | $ | 17.62 | | | | $ | — | | | ||||||||||||||||||||||
2021 | | | | | | | | | | | | | | | | | ||||||||||||||||||||||
First Quarter | | | $ | 40.93 | | | | $ | 28.52 | | | | $ | — | | | ||||||||||||||||||||||
Second Quarter (through [•], 2021) | | | | | | | | | | | | | $ | 0.13 | | |
Date | | | Price per Share | | | Number of Shares | | ||||||
March 8, 2019 | | | | $ | 3.25 | | | | | | 5,000 | | |
May 29, 2019 | | | | | 3.25 | | | | | | 1,000 | | |
December 19, 2019 | | | | | 3.75 | | | | | | 50,000 | | |
December 19, 2019 | | | | | 3.75 | | | | | | 1,000 | | |
December 19, 2019 | | | | | 3.75 | | | | | | 27 | | |
June 19, 2020 | | | | | 3.22 | | | | | | 10,000 | | |
September 6, 2020 | | | | | 2.75 | | | | | | 252,795 | | |
November 9, 2020 | | | | | 3.00 | | | | | | 5,000 | | |
| | (unaudited) Three Months ended March 31, | | Year Ended December 31, | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(Amounts in thousands, except per share data) | | | (unaudited) Three Months ended March 31, | | Year Ended December 31, | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2020 | | 2019 | | 2019 | | 2018 | | 2017 | | 2016 | | 2015 | | | 2021 | | 2020 | | 2020 | | 2019 | | 2018 | | 2017 | | 2016 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net interest income | | | $ | 63,177 | | | | $ | 60,774 | | | | $ | 243,618 | | | | $ | 211,515 | | | | $ | 176,296 | | | | $ | 139,588 | | | | $ | 109,487 | | | | | $ | 66,610 | | | | $ | 63,177 | | | | $ | 262,743 | | | | $ | 243,618 | | | | $ | 211,515 | | | | $ | 176,296 | | | | $ | 139,588 | | | ||||||||||||||
Provision for credit losses | | | | 29,513 | | | | | 1,397 | | | | | 10,999 | | | | | 11,730 | | | | | 5,648 | | | | | 2,411 | | | | | 2,644 | | | | | | (5,715) | | | | | 29,513 | | | | | 38,179 | | | | | 10,999 | | | | | 11,730 | | | | | 5,648 | | | | | 2,411 | | | ||||||||||||||
Noninterest income: | | | | | | | | | | | | ��� | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Other | | | | 14,669 | | | | | 12,845 | | | | | 55,515 | | | | | 50,645 | | | | | 43,230 | | | | | 37,427 | | | | | 32,434 | | | | | | 17,785 | | | | | 14,669 | | | | | 60,335 | | | | | 55,515 | | | | | 50,645 | | | | | 43,230 | | | | | 37,427 | | | ||||||||||||||
Gain on sale of VISA stock | | | | | | | | | — | | | | | — | | | | | — | | | | | 15,153 | | | | | — | | | | | — | | | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | | | | | 15,153 | | | | | — | | | ||||||||||||||
Securities gains/(losses), net | | | | 19 | | | | | (9) | | | | | 1,217 | | | | | (623) | | | | | 86 | | | | | 368 | | | | | 161 | | | | | | (114) | | | | | 19 | | | | | 1,235 | | | | | 1,217 | | | | | (623) | | | | | 86 | | | | | 368 | | | ||||||||||||||
Noninterest expenses | | | | 47,798 | | | | | 43,099 | | | | | 160,739 | | | | | 162,273 | | | | | 149,916 | | | | | 130,881 | | | | | 103,770 | | | | | | 46,120 | | | | | 47,798 | | | | | 185,552 | | | | | 160,739 | | | | | 162,273 | | | | | 149,916 | | | | | 130,881 | | | ||||||||||||||
Income before income taxes | | | | 554 | | | | | 29,114 | | | | | 128,612 | | | | | 87,534 | | | | | 79,201 | | | | | 44,091 | | | | | 35,668 | | | | | | 43,876 | | | | | 554 | | | | | 100,582 | | | | | 128,612 | | | | | 87,534 | | | | | 79,201 | | | | | 44,091 | | | ||||||||||||||
Provision for income taxes | | | | (155) | | | | | 6,409 | | | | | 29,873 | | | | | 20,259 | | | | | 36,336 | | | | | 14,889 | | | | | 13,527 | | | | | | 10,157 | | | | | (155) | | | | | 22,818 | | | | | 29,873 | | | | | 20,259 | | | | | 36,336 | | | | | 14,889 | | | ||||||||||||||
Net income | | | $ | 709 | | | | $ | 22,705 | | | | $ | 98,739 | | | | $ | 67,275 | | | | $ | 42,865 | | | | $ | 29,202 | | | | $ | 22,141 | | | | | $ | 33,719 | | | | $ | 709 | | | | $ | 77,764 | | | | $ | 98,739 | | | | $ | 67,275 | | | | $ | 42,865 | | | | $ | 29,202 | | | ||||||||||||||
Per Share Data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Net income available to common shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Diluted | | | $ | 0.01 | | | | $ | 0.44 | | | | $ | 1.90 | | | | $ | 1.38 | | | | $ | 0.99 | | | | $ | 0.78 | | | | $ | 0.66 | | | | | $ | 0.60 | | | | $ | 0.01 | | | | $ | 1.44 | | | | $ | 1.90 | | | | $ | 1.38 | | | | $ | 0.99 | | | | $ | 0.78 | | | ||||||||||||||
Basic | | | | 0.01 | | | | | 0.44 | | | | | 1.92 | | | | | 1.40 | | | | | 1.01 | | | | | 0.79 | | | | | 0.66 | | | | | | 0.61 | | | | | 0.01 | | | | | 1.45 | | | | | 1.92 | | | | | 1.40 | | | | | 1.01 | | | | | 0.79 | | | ||||||||||||||
Cash dividends declared | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | | | 0.00 | | | ||||||||||||||
Book value per share common | | | | 18.82 | | | | | 17.44 | | | | | 19.13 | | | | | 16.83 | | | | | 14.70 | | | | | 11.45 | | | | | 10.29 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Book value per common share | | | | 20.89 | | | | | 18.82 | | | | | 20.46 | | | | | 19.13 | | | | | 16.83 | | | | | 14.70 | | | | | 11.45 | | | ||||||||||||||||||||||||||||||||||||||||||||||||||
Assets | | | $ | 7,352,894 | | | | $ | 6,783,389 | | | | $ | 7,108,511 | | | | $ | 6,747,659 | | | | $ | 5,810,129 | | | | $ | 4,680,932 | | | | $ | 3,534,780 | | | | | $ | 8,811,820 | | | | $ | 7,352,894 | | | | $ | 8,342,392 | | | | $ | 7,108,511 | | | | $ | 6,747,659 | | | | $ | 5,810,129 | | | | $ | 4,680,932 | | | ||||||||||||||
Net loans | | | | 5,231,797 | | | | | 4,795,619 | | | | | 5,163,250 | | | | | 4,792,791 | | | | | 3,790,255 | | | | | 2,856,136 | | | | | 2,137,202 | | | | | | 5,574,849 | | | | | 5,231,797 | | | | | 5,642,616 | | | | | 5,163,250 | | | | | 4,792,791 | | | | | 3,790,255 | | | | | 2,856,136 | | | ||||||||||||||
Deposits | | | | 5,887,499 | | | | | 5,605,578 | | | | | 5,584,753 | | | | | 5,177,240 | | | | | 4,592,720 | | | | | 3,523,245 | | | | | 2,844,387 | | | | | | 7,385,749 | | | | | 5,887,499 | | | | | 6,932,561 | | | | | 5,584,753 | | | | | 5,177,240 | | | | | 4,592,720 | | | | | 3,523,245 | | | ||||||||||||||
Shareholders’ equity | | | | 991,787 | | | | | 896,424 | | | | | 985,639 | | | | | 864,267 | | | | | 689,664 | | | | | 435,397 | | | | | 353,453 | | | | | | 1,155,349 | | | | | 991,787 | | | | | 1,130,402 | | | | | 985,639 | | | | | 864,267 | | | | | 689,664 | | | | | 435,397 | | | ||||||||||||||
Performance Ratios | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||
Return on average assets | | | | 0.04 | | | | | 1.36 | | | | | 1.45% | | | | | 1.11% | | | | | 0.82% | | | | | 0.69% | | | | | 0.67% | | | | | | 1.61% | | | | | 0.04% | | | | | 0.99% | | | | | 1.45% | | | | | 1.11% | | | | | 0.82% | | | | | 0.69% | | | ||||||||||||||
Return on average equity | | | | 0.29 | | | | | 10.47 | | | | | 10.63 | | | | | 9.08 | | | | | 7.51 | | | | | 7.06 | | | | | 6.56 | | | | | | 12.03 | | | | | 0.29 | | | | | 7.44 | | | | | 10.63 | | | | | 9.08 | | | | | 7.51 | | | | | 7.06 | | | ||||||||||||||
Average equity to average assets | | | | 14.09 | | | | | 12.99 | | | | | 13.60 | | | | | 12.23 | | | | | 10.96 | | | | | 9.85 | | | | | 10.21 | | | | | | 13.39 | | | | | 14.09 | | | | | 13.30 | | | | | 13.60 | | | | | 12.23 | | | | | 10.96 | | | | | 9.85 | | |
| | | Seacoast Common Stock | | |||||||||||||||
| | | High | | | Low | | | Dividends | | |||||||||
2018 | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 28.44 | | | | | $ | 23.96 | | | | | $ | — | | |
Second Quarter | | | | $ | 33.51 | | | | | $ | 25.61 | | | | | $ | — | | |
Third Quarter | | | | $ | 34.95 | | | | | $ | 28.30 | | | | | $ | — | | |
Fourth Quarter | | | | $ | 29.86 | | | | | $ | 21.74 | | | | | $ | — | | |
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 29.75 | | | | | $ | 24.45 | | | | | $ | — | | |
Second Quarter | | | | $ | 28.78 | | | | | $ | 22.99 | | | | | $ | — | | |
Third Quarter | | | | $ | 27.64 | | | | | $ | 22.35 | | | | | $ | — | | |
Fourth Quarter | | | | $ | 31.02 | | | | | $ | 24.70 | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 30.55 | | | | | $ | 14.64 | | | | | $ | — | | |
Second Quarter (through June 19, 2020) | | | | $ | 25.00 | | | | | $ | 16.35 | | | | | $ | — | | |
| | | Seacoast Common Stock | | |||||||||||||||
| | | High | | | Low | | | Dividend | | |||||||||
2019 | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 29.75 | | | | | $ | 24.45 | | | | | $ | — | | |
Second Quarter | | | | $ | 28.78 | | | | | $ | 22.99 | | | | | $ | — | | |
Third Quarter | | | | $ | 27.64 | | | | | $ | 22.35 | | | | | $ | — | | |
Fourth Quarter | | | | $ | 31.42 | | | | | $ | 24.11 | | | | | $ | — | | |
2020 | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 30.87 | | | | | $ | 13.30 | | | | | $ | — | | |
Second Quarter | | | | $ | 25.89 | | | | | $ | 16.02 | | | | | $ | — | | |
Third Quarter | | | | $ | 22.23 | | | | | $ | 17.00 | | | | | $ | — | | |
Fourth Quarter | | | | $ | 30.26 | | | | | $ | 17.62 | | | | | $ | — | | |
2021 | | | | | | | | | | | | | | | | | | | |
First Quarter | | | | $ | 40.93 | | | | | $ | 28.52 | | | | | $ | — | | |
Second Quarter (through [•], 2021) | | | | | | | | | | | | | | | | | | | |
Date | | | Price per Share | | | Number of Shares | | ||||||
March 8, 2019 | | | | $ | 3.25 | | | | | | 5,000 | | |
May 29, 2019 | | | | | 3.25 | | | | | | 1,000 | | |
December 19, 2019 | | | | | 3.75 | | | | | | 50,000 | | |
December 19, 2019 | | | | | 3.75 | | | | | | 1,000 | | |
December 19, 2019 | | | | | 3.75 | | | | | | 27 | | |
June 19, 2020 | | | | | 3.22 | | | | | | 10,000 | | |
September 6, 2020 | | | | | 2.75 | | | | | | 252,795 | | |
November 9, 2020 | | | | | 3.00 | | | | | | 5,000 | | |
Buyer (State) | | | Target (State) | |
BancorpSouth Bank (MS) Seacoast Banking Corporation of Florida (FL) First Bancshares, Inc. (MS) Reliant Bancorp, Inc. (TN) Banco de Credito e Inversiones SA Community First Bancshares, Inc. (GA) Professional Holding Corp. (FL) First Financial Banc Corporation (AR) First Bancshares, Inc. (MS) BancorpSouth Bank (MS) First Citizens BancShares, Inc. (NC) CapStar Financial Holdings, Inc. (TN) Seacoast Banking Corporation of Florida (FL) National Commerce Corporation (AL) | | | FNS Bancshares, Inc. (AL) Fourth Street Banking Company (FL) Southwest Georgia Financial Corporation (GA) | |
First Advantage Bancorp (TN) | ||||
Executive Banking Corporation (FL) ABB Financial Group, Inc. (GA) | ||||
Marquis Bancorp, Inc. (FL) First National Corporation of Wynne (AR) | ||||
First Florida Bancorp, Inc. (FL) | ||||
Summit Financial Enterprises, Inc. (FL) | ||||
Biscayne Bancshares, Inc. | ||||
Athens Bancshares Corporation | (TN) First Green Bancorp, Inc. (FL) | |||
Landmark Bancshares, Inc. (GA) | ||||
|
Buyer (State) | | | Target (State) | |
LINKBANCORP, Inc. (PA) BancorpSouth Bank (MS) Norwood Financial Corp. (PA) Fidelity D & D Bancorp, Inc. (PA) Reliant Bancorp, Inc. (TN) Community Bank System, Inc. (NY) Glacier Bancorp, Inc. (MT) Central Bancompany, Inc. (MO) South Plains Financial, Inc. (TX) Wintrust Financial Corporation (IL) First Bancshares, Inc. (MS) ChoiceOne Financial Services, Inc. (MI) German American Bancorp, Inc. (IN) OceanFirst Financial Corp. (NJ) Seacoast Banking Corporation of Florida (FL) CapStar Financial Holdings, Inc. (TN) | | | GNB Financial Services, Inc. (PA) National United Bancshares, Inc. (TX) UpState New York Bancorp, Inc. (NY) | |
MNB Corporation (PA) | First Advantage Bancorp (TN) Steuben Trust Corporation (NY) State Bank | |||
Platte County Bancshares, Inc. | ||||
(MO) West Texas State Bank (TX) | ||||
SBC, Incorporated (IL) First Florida Bancorp, Inc. (FL) | ||||
County Bank | ||||
Citizens First Corporation | ||||
(KY) Capital Bank of New Jersey (NJ) | ||||
First Green Bancorp, Inc. | Athens Bancshares Corporation (TN) | |
| | Price-to-LTM Earnings Multiple | | Price-to-Common Tangible Book Value Multiple(1) | | Price-to-Adjusted Common Tangible Book Value Multiple(1)(2) | | Premium-to-Core Deposits Multiple(1)(3) | | | Price-to-LTM Earnings Multiple | | Price-to-Common Tangible Book Value Multiple | | Price-to-Adjusted Common Tangible Book Value Multiple(1) | | Premium-to-Core Deposits Multiple(1)(2) | | ||||||||||||||||||||||||||||||||
Assumed Value of Aggregate Merger Consideration | | | | 14.4x | | | | | 173.3% | | | | | 197.1% | | | | | 11.1% | | | |||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Assumed Total Merger Value | | | | 18.8x | | | | | 194.9% | | | | | 226.9% | | | | | 17.7% | | | |||||||||||||||||||||||||||||
Precedent Transactions Regional Group: | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||
Median | | | | 15.3x | | | | | 173.2% | | | | | 190.2% | | | | | 10.4% | | | |||||||||||||||||||||||||||||
Minimum | | | | 11.2x | | | | | 152.6% | | | | | 152.8% | | | | | 6.52% | | | |||||||||||||||||||||||||||||
Maximum | | | | 22.8x | | | | | 212.5% | | | | | 243.8% | | | | | 16.3% | | | |||||||||||||||||||||||||||||
Precedent Transactions Nationwide Group: | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||
Median | | | | 15.6x | | | | | 167.7% | | | | | 183.4% | | | | | 10.6% | | | |||||||||||||||||||||||||||||
Minimum | | | | 11.4x | | | | | 131.4% | | | | | 143.0% | | | | | 4.29% | | | |||||||||||||||||||||||||||||
Maximum | | | | 22.8x | | | | | 212.7% | | | | | 243.8% | | | | | 19.0% | | |
| | | Price-to-LTM Earnings Multiple | | | Price-to-Common Tangible Book Value Multiple(1) | | | Price-to-Adjusted Common Tangible Book Value Multiple(1)(2) | | | Premium-to-Core Deposits Multiple(1)(3) | | ||||||||||||
Precedent Transactions Regional Group: | | ||||||||||||||||||||||||
Median | | | | | 15.7x | | | | | | 171.5% | | | | | | 193.5% | | | | | | 11.5% | | |
Minimum | | | | | 10.9x | | | | | | 144.0% | | | | | | 150.4% | | | | | | 7.25% | | |
Maximum | | | | | 22.8x | | | | | | 228.0% | | | | | | 267.0% | | | | | | 18.1% | | |
Precedent Transactions Nationwide Group: | | ||||||||||||||||||||||||
Median | | | | | 14.3x | | | | | | 173.1% | | | | | | 199.6% | | | | | | 11.5% | | |
Minimum | | | | | 12.7x | | | | | | 137.2% | | | | | | 163.0% | | | | | | 6.79% | | |
Maximum | | | | | 21.0x | | | | | | 216.4% | | | | | | 275.2% | | | | | | 19.5% | | |
| | | Tangible Equity/ Tangible Assets | | | Core Deposits(1) | | | LTM ROAA(2) | | | LTM ROAE(2) | | | Efficiency Ratio | | | NPAs/ Assets(3) | | | LLR/ NPLs(4) | | |||||||||||||||||||||
Fourth Street(5) | | | | | 10.6% | | | | | | 78.7% | | | | | | 1.41% | | | | | | 12.9% | | | | | | 60.2% | | | | | | 0.29% | | | | | | 297.7% | | |
Precedent Transactions – Regional Group Median: | | | | | 10.4% | | | | | | 73.6% | | | | | | 1.08% | | | | | | 10.8% | | | | | | 64.1% | | | | | | 0.59% | | | | | | 169.5% | | |
Precedent Transactions – Nationwide Group Median: | | | | | 11.5% | | | | | | 84.5% | | | | | | 1.27% | | | | | | 12.8% | | | | | | 57.2% | | | | | | 0.39% | | | | | | 173.0% | | |
| | | Tangible Equity/ Tangible Assets | | | Core Deposits(1) | | | LTM ROAA(2) | | | LTM ROAE(2) | | | Efficiency Ratio | | | NPAs/ Assets(3) | | | LLR/ NPLs(4) | | |||||||||||||||||||||
Legacy | | | | | 10.7% | | | | | | 70.9% | | | | | | 1.15% | | | | | | 10.9% | | | | | | 55.7% | | | | | | 0.32% | | | | | | 188.7% | | |
Precedent Transactions – Regional Group Median: | | | | | 10.3% | | | | | | 75.6% | | | | | | 1.13% | | | | | | 11.0% | | | | | | 62.2% | | | | | | 0.49% | | | | | | 182.5% | | |
Precedent Transactions – Nationwide Group Median: | | | | | 10.1% | | | | | | 86.6% | | | | | | 1.12% | | | | | | 10.8% | | | | | | 63.5% | | | | | | 0.43% | | | | | | 126.8% | | |
Implied Multiple Value for Fourth Street common stock Based On: | | | Value of Aggregate Merger Consideration | | | Price-to-LTM Earnings Multiple(1) | | | Price-to-Common Tangible Book Value Multiple(1)(2) | | | Price-to-Adjusted Common Tangible Book Value Multiple(1)(2)(3) | | | Premium-to- Core Deposits Multiple(1)(2)(4) | | |||||||||||||||
| | | ($000) | | | | | | |||||||||||||||||||||||
Assumed Value of Aggregate Merger Consideration | | | | $ | 63,600 | | | | | | 14.4x | | | | | | 173.3% | | | | | | 197.1% | | | | | | 11.1% | | |
DCF Analysis — Terminal P/E Multiple | | ||||||||||||||||||||||||||||||
Midpoint Value | | | | $ | 61,610 | | | | | | 13.9x | | | | | | 167.9% | | | | | | 189.9% | | | | | | 10.3% | | |
DCF Analysis — Terminal P/Adj. TBV Multiple | | ||||||||||||||||||||||||||||||
Midpoint Value | | | | $ | 57,054 | | | | | | 12.9x | | | | | | 155.4% | | | | | | 173.5% | | | | | | 8.39% | | |
Implied Multiple Value for Legacy Common Stock Based On: | | | Total Merger Value ($000) | | | Price-to-LTM Earnings Multiple(1) | | | Price-to- Common Tangible Book Value Multiple(1) | | | Price-to- Adjusted Common Tangible Book Value Multiple(1)(2) | | | Premium-to- Core Deposits Multiple(1)(3) | | |||||||||||||||
Assumed Total Merger Value | | | | $ | 111,212 | | | | | | 18.8x | | | | | | 194.9% | | | | | | 226.9% | | | | | | 17.7% | | |
DCF Analysis – Terminal P/E Multiple | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Midpoint Value | | | | $ | 92,335 | | | | | | 15.6x | | | | | | 161.8% | | | | | | 182.7% | | | | | | 11.5% | | |
DCF Analysis – Terminal P/Adj. TBV Multiple | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Midpoint Value | | | | $ | 86,034 | | | | | | 14.6x | | | | | | 150.8% | | | | | | 167.9% | | | | | | 9.46% | | |
Implied Value for Fourth Street common stock Based Upon:(3) | | Minimum Implied Value | | Average or Midpoint Implied Value | | Maximum Implied Value | | |||||||||||||||||||||||||||||||
Implied Value for Legacy Common Stock Based Upon:(3) | | Minimum Implied Value | | Average or Midpoint Implied Value | | Maximum Implied Value | | |||||||||||||||||||||||||||||||
Comparable M&A Transactions – Regional Group | | | $ | 62,597 | | | | $ | 64,853 | | | | $ | 69,421 | | | | | $ | 88,935 | | | | $ | 93,379 | | | | $ | 98,839 | | | ||||||
Comparable M&A Transactions – Nationwide Group | | | $ | 63,190 | | | | $ | 63,926 | | | | $ | 64,679 | | | | | $ | 89,409 | | | | $ | 92,427 | | | | $ | 95,715 | | | ||||||
DCF – Terminal P/E Multiple | | | $ | 51,507 | | | | $ | 61,610 | | | | $ | 72,528 | | | | | $ | 77,008 | | | | $ | 92,335 | | | | $ | 108,854 | | | ||||||
DCF – Terminal P/Adj. TBV Multiple | | | $ | 52,354 | | | | $ | 57,054 | | | | $ | 62,089 | | | | | $ | 79,162 | | | | $ | 86,034 | | | | $ | 93,377 | | |
| Towne Bank ServisFirst Bancshares, Inc. FB Financial Corporation | | | Amerant Bancorp, Inc. | |
First Bancorp | |||||
City Holding Company | |||||
First Bancshares, Inc. | |
| | Market Cap ($M) | | Price/ Tangible Book Value | | Price/ 2019E EPS | | Price/ 2020E EPS | | Dividend Yield | | YTD Price Change | | Two Year Total Return | | | Market Cap ($M) | | Price/ Tangible Book Value | | Price/ 2020A EPS | | Price/ 2021E EPS | | Dividend Yield | | YTD Price Change | | Two Year Total Return | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seacoast | | | $ | 1,504.4 | | | | | 205.6% | | | | | 14.9x | | | | | 14.7x | | | | | 0.00% | | | | | (3.86)% | | | | | 9.62% | | | | | $ | 2,109.1 | | | | | 237.6% | | | | | 26.7x | | | | | 20.7x | | | | | 0.00% | | | | | 30.6% | | | | | 34.5% | | | ||||||||||||||
Comparable Companies: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Comparable Companies: | | ||||||||||||||||||||||||||||||||||||||||||||||||
Median | | | $ | 1,652.0 | | | | | 178.6% | | | | | 14.0x | | | | | 14.1x | | | | | 2.20% | | | | | (2.80)% | | | | | 0.17% | | | | | $ | 1,781.5 | | | | | 211.5% | | | | | 16.5x | | | | | 16.7x | | | | | 1.55% | | | | | 34.3% | | | | | 31.3% | | |
Name | | | Age | | | Director Since | | | Position with Providence or Principal Occupation | |
Class III Director Nominees (For Term Expiring 2024) | | |||||||||
Dennis G. Bedley | | | 65 | | | 2006 | | | Chairman and Chief Executive Officer of Legacy | |
Leo B. (Lee) Berman | | | 75 | | | 2006 | | | Organizing director and real estate investor | |
Thomas M. McDonald | | | 70 | | | 2007 | | | Chief Executive Officer of Craven Thompson Associates, Inc. | |
Class I Continuing Directors (For Terms Expiring 2022) | | |||||||||
Michael W. Moskowitz | | | 68 | | | 2006 | | | Managing Partner and Lawyer at Moskowitz, Mandell, Salim & Simowitz, P.A. | |
Kate A. Murphy | | | 42 | | | 2014 | | | Real Estate Investor | |
Robert S. Walters | | | 66 | | | 2014 | | | Architect and Real Estate Developer | |
Class II Continuing Directors (For Terms Expiring 2023) | | |||||||||
Stephen S. Schifrin | | | 38 | | | 2014 | | | General Counsel and Chief Compliance officer of Terrapin Partners, LLC | |
Michael I. Udine | | | 55 | | | 2011 | | | Broward County Commissioner for Northwest Broward County, Florida | |
Disqualified Individual | | | Estimated Total Section 280G Value of the Payments | | | Safe Harbor Amount | | | Estimated Value of the Excess Amounts Submitted for Shareholder Approval under the 280G Proposal | | |||||||||
Frederick Bickley | | | | $ | | | | | | $ | 15,269 | | | | | $ | | | |
Kern Davis | | | | $ | | | | | | $ | 7,559 | | | | | $ | | | |
William McQueen | | | | $ | | | | | | $ | 8,729 | | | | | $ | | | |
Christopher Moench | | | | $ | | | | | | $ | 11,819 | | | | | $ | | | |
Christian Ruppel | | | | $ | | | | | | $ | 4,769 | | | | | $ | | | |
John Savage | | | | $ | | | | | | $ | 10,950 | | | | | $ | | | |
Richard Wilkes | | | | $ | | | | | | $ | 9,119 | | | | | $ | | | |
| | | | | SEACOAST | | |
Capital Stock | | | Holders of | | | Holders of Seacoast capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Seacoast’s articles of incorporation and bylaws. | |
Authorized | | | | | Seacoast’s authorized capital stock consists of 120,000,000 shares of common stock, par value $0.10 per share, and 4,000,000 shares of preferred stock, stated value $0.10 per share (2,000 of which are designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 50,000 of which are designated as Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, Series B). | | |
Outstanding | | | As of | | | As of | |
Voting Rights | | | | | Holders of Seacoast common stock generally are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders. | | |
Cumulative Voting | | | No shareholder has the right of cumulative voting in the election of directors. | | | No shareholder has the right of cumulative voting in the election of directors. | |
Dividends | | | Legacy’s articles of incorporation provide that the corporation may declare and pay dividends, except when the corporation is insolvent or paying such dividends would render the corporation insolvent or as prohibited by applicable law. | | | Holders of Seacoast common stock are subject to the same provisions of the FBCA and the Federal Reserve Policy adopted in 2009. | |
| | | | | SEACOAST | | |
| | Under the FBCA, a corporation may make a distribution, unless after giving effect to the distribution: • The corporation would not be able to pay its debts as they come due in the usual course of business; or • The corporation’s assets would be less than the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. In addition, under Federal Reserve policy adopted in 2009, a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce its dividends if: • its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; • its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or • it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios. | | | | ||
Number of Directors | | | | | Seacoast’s bylaws provide that the number of directors serving on the Seacoast board of directors shall be such number as determined from time to time by a vote of 66 There are currently eleven directors serving on the Seacoast board of directors. The Seacoast board of directors is divided into three classes, with the members of each |
class of directors serving staggered three-year terms and with approximately one-third of the directors being elected annually. As a result, it would take a dissident shareholder or shareholder group at least two annual meeting of shareholders to replace a majority of the directors of Seacoast. Each director holds office for | |
| | | LEGACY | | | SEACOAST | |
| | | | | | the term for which he or she is elected and until his or her successor is elected and qualified, subject to such directors’ death, resignation or removal. | |
Election of Directors | | | Under the FBCA, unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote in an election of directors the annual meeting at which a quorum is present. | | | Seacoast directors are similarly elected in accordance with FBCA and its articles of incorporation do not otherwise provide for the vote required to elect directors. However, notwithstanding the plurality standard, in an uncontested election for directors, | |
Removal of Directors | | | Florida law allows shareholders to remove one or more directors Directors may also be removed by judicial proceedings. | | | Seacoast’s bylaws provide that directors may be removed only for cause upon the affirmative vote of (1) 66 | |
Vacancies on the Board of Directors | | | | | Seacoast’s bylaws provide that vacancies in the Seacoast’s board of directors may be filled by the affirmative vote of (1) 66 |
the affirmative vote of not less than 66 | | ||||||
Action by Written Consent | | | | | Seacoast’s articles of incorporation provide that no action may be taken by written consent except as may be provided in the designation of the preferences, limitations and relative rights of any series of Seacoast’s preferred stock. Any action required or permitted to be taken by the holders of Seacoast’s common stock must be effected at a duly called annual or special meeting of such holders, and may not be | |
| | | LEGACY | | | SEACOAST | |
| | | by the corporation (including by facsimile). The consent signed shall have the same effect as a unanimous vote. | | | effected by any consent in writing by such holders. | |
| | ||||||
| | Any Seacoast shareholder entitled to vote generally on the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and qualifications of the candidate the shareholder wishes to recommend to Seacoast’s Compensation and Governance Committee, c/o Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. To be considered, recommendations with respect to an election of directors to be held at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of Seacoast’s last annual meeting of shareholders (or, if the |
date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that Seacoast mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the | | ||||||
Notice of Shareholder Meeting | | | Notice of | | | Notice of each shareholder meeting must be given to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting. | |
Amendments to Charter | | | Subject to certain requirements set forth in Section 607.1003 of the FBCA, amendments to a corporation’s articles of incorporation must be approved by a corporation’s board of directors and holders of a majority of the outstanding stock of a corporation entitled to vote thereon and, in cases in which class voting is required, by holders of a majority of the outstanding shares of such class. The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that, because of a conflict of interest or other special circumstances, it should make no | | | Seacoast’s articles of incorporation have similar amendment provisions, except that the affirmative vote of (1) 662∕3% of all of shares outstanding and entitled to vote, voting as classes, if applicable, and (2) an Independent Majority of Shareholders will be required to approve any change of Articles VI (“Board of Directors”), VII (“Provisions Relating to Business Combinations”), IX (“Shareholder Proposals”) and X (“Amendment of articles of incorporation”) of the articles of incorporation. | |
| | | | SEACOAST | | ||
| | | recommendation and communicates the basis for its determination to the shareholders with the amendment. The FBCA also allows the board of directors to amend the articles of incorporation without shareholder approval in certain discrete circumstances (for example, to change the par value for a class or series of shares), subject to approval by the Florida Office of Financial Regulation. | | | | |
Amendments to Bylaws | | | Under the FBCA, Legacy’s bylaws may be altered, amended or repealed in a manner consistent with the FBCA at any time by a majority of the full board of directors. | | | Seacoast’s bylaws may be amended by a vote of (1) 662∕3% of all directors and (2) majority of the Continuing Directors. In addition, the shareholders may also amend the Bylaws by the affirmative vote of (1) 662∕3% of all shares of common stock entitled to vote and (2) an Independent Majority of Shareholders. Under the FBCA, Seacoast’s shareholders, by majority vote of all of the shares having voting power, may amend or repeal the bylaws even though they may also be amended or repealed by the Seacoast board of directors. | |
Special Meeting of Shareholders | | | | | Seacoast’s bylaws provide that special meetings of the shareholders, for any purpose or purposes unless prescribed by statute, may be called by the Chairman of the Board or the Executive Chairman of the Board, the Chief Executive Officer, the President or by the board of | | |
Quorum | | | | | A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at any shareholder meeting. | | |
Proxy | | | | | |
| | | LEGACY | | | SEACOAST | |
| | | incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the corporate officer responsible for maintaining the list of shareholders. If a proxy for the same shares confers authority upon two or more persons and does not otherwise provide, a majority of them present at the meeting, or, if only one is present, then that one, may exercise all the powers conferred by the proxy; but if the proxy holders present at the meeting are equally divided as to the right and manner of voting in any particular case, the shares in question shall be voted proportionately. If a proxy expressly provides, any proxy holder may appoint in writing a substitute to act in his or her place. | | | form. An appointment of a proxy is effective when received by the Secretary or other officer authorized to tabulate votes and is valid for | |
Preemptive Rights | | | | | Seacoast’s shareholders do not have preemptive rights. | | |
Shareholder Rights Plan/Shareholders’ Agreement | | | Legacy does not have a shareholder rights plan. Two or more shareholders of Legacy may | | | Seacoast does not have a rights plan. Neither Seacoast nor Seacoast shareholders are parties to a shareholders’ agreement with respect to Seacoast’s capital stock. | |
Indemnification of Directors and Officers | | | | | Seacoast’s bylaws provide that Seacoast may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA. | | |
Certain Business Combination Restrictions | | | | | Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders. | | |
Fundamental Business Transactions | | | | | Seacoast’s articles of incorporation provide that Seacoast needs the affirmative vote of 66 | |
| | | | | SEACOAST | | |
| | | | | | shareholders by the affirmative vote of 66 | |
Non-Shareholder Constituency Provision | | | | | Seacoast’s articles of incorporation provide that in connection with the exercise of its judgment in determining what is in the best interest of the corporation and its shareholders when evaluating certain offers, in addition to considering the adequacy and form of the consideration, the board shall also consider the social and economic effects of the transaction on Seacoast and its subsidiaries, its and their employees, depositors, loan and other customers, creditors, and the communities in which Seacoast and its subsidiaries operate or are located; the business and financial condition, and the earnings and business prospects of the acquiring person or persons, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition, and other likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the corporation and its subsidiaries and the other elements of the communities in which the corporation and its subsidiaries operate or are located; the competence, experience, and integrity of the person and their management proposing or making such actions; the prospects for a successful conclusion of the business combination prospects; and Seacoast’s prospects as an independent entity. | | |
Dissenters’ Rights | | | Under the | | | Under the FBCA, dissenters’ rights are not available to holders of shares of any class or series of shares which is designated as a national market system security or listed on an interdealer quotation system by the National Association of Securities Dealers, Inc. Accordingly, holders of Seacoast common stock are not entitled to exercise dissenters’ rights under the FBCA. | |
Market Area | | | Market Rank | | | No. of Institutions in Market | | | Deposits In Market (in 000’s) | | | Market Share | | ||||||||||||
Fort Lauderdale, Florida | | | | | 21 | | | | | | 38 | | | | | $ | 38,723,895 | | | | | | 0.38% | | |
Boca Raton, Florida | | | | | 19 | | | | | | 32 | | | | | $ | 15,396,210 | | | | | | 0.89% | | |
Delray Beach, Florida | | | | | 15 | | | | | | 19 | | | | | $ | 5,464,161 | | | | | | 1.30% | | |
West Palm Beach, Florida | | | | | 18 | | | | | | 21 | | | | | $ | 13,389,149 | | | | | | 0.40% | | |
| | | Common Stock Beneficially Owned | | |||||||||
Name of Beneficial Owner and Address of more that 5% of the shares | | | Number | | | Percent | | ||||||
5% or Greater Shareholders | | | | | | | | | | | | | |
SME Chirldren LP(1) 756 Harbour Isles Court, North Palm Beach, FL 33410 | | | | | 1,061,637 | | | | | | 9.07% | | |
Directors and Executive Officers | | | | | | | | | | | | | |
Stephenson Anderson(2) | | | | | 121,763 | | | | | | 1.08% | | |
Frederick L. Bickley(3) | | | | | 230,632 | | | | | | 2.04% | | |
Ronald J. Campbell | | | | | 33,000 | | | | | | 0.29% | | |
Kern M. Davis, MD(4) | | | | | 248,000 | | | | | | 2.21% | | |
William B. McQueen(5) | | | | | 254,000 | | | | | | 2.25% | | |
Christopher S. Moench(6) 150 Second Avenue North, Suite 1600,n St. Petersburg, FL 33701 | | | | | 1,427,004* | | | | | | 12.05% | | |
James A. Montgomery, Jr.(7) | | | | | 52,710 | | | | | | 0.47% | | |
Christian D. Ruppel(8) | | | | | 1,036,784 | | | | | | 8.87% | | |
Dennis G. Ruppel(9) | | | | | 892,882 | | | | | | 7.66% | | |
John W. Savage(10) 150 Second Avenue North, Suite 1600,n St. Petersburg, FL 33701 | | | | | 1,423,204* | | | | | | 12.02% | | |
Neil W. Savage(11) 150 Second Avenue North, Suite 1600,n St. Petersburg, FL 33701 | | | | | 1,507,404* | | | | | | 12.65% | | |
Craig H. Sher(12) | | | | | 160,000 | | | | | | 1.43% | | |
Cathy P. Swanson(13) | | | | | 71,747 | | | | | | 0.64% | | |
Richard D. Wilkes, DVM(14) | | | | | 1,105,902 | | | | | | 9.47% | | |
C. Peter Bardin(15) | | | | | 66,040 | | | | | | 0.59% | | |
Adam M. Curtis(16) | | | | | 36,370 | | | | | | 0.32% | | |
Susan L. Blackburn(17) | | | | | 70,081 | | | | | | 0.62% | | |
All Directors and Executive Officers as a Group (17 persons) | | | | | 5,899,515 | | | | | | 42.92% | | |
Name of Beneficial Owner | | | Number of Shares Beneficially Owned | | | Percentage Beneficially Owned | | ||||||
Directors and officers: | | | | | | | | | | | | | |
Dennis G. Bedley | | | | | 783,122(1) | | | | | | 4.85% | | |
Leo B. Berman | | | | | 524,100(2) | | | | | | 3.30% | | |
Thomas M. McDonald | | | | | 970,574(3) | | | | | | 6.11% | | |
Michael W. Moskowitz | | | | | 373,284(4) | | | | | | 2.35% | | |
Kate A. Murphy | | | | | 146,866(5) | | | | | | * | | |
Stephen Schifrin | | | | | 96,000(6) | | | | | | * | | |
Michael Udine | | | | | 398,839(7) | | | | | | 2.51% | | |
Robert S. Walters | | | | | 291,084(8) | | | | | | 1.84% | | |
Bradley R. Meredith | | | | | 263,675(9) | | | | | | 1.65% | | |
Marcia Snyder | | | | | 273,000(10) | | | | | | 1.71% | | |
Directors and Officers (as a group, 10 persons) | | | | | 4,120,544 | | | | | | 23.86% | | |
Other greater than 5% shareholders: | | | | | | | | | | | | | |
NRNS, Ltd. | | | | | 1,531,630 | | | | | | 9.71% | | |
Siena Capital Partners | | | | | 1,472,471 | | | | | | 9.34% | | |
Apple Orange, LLC | | | | | 888,841 | | | | | | 5.64% | | |
| | | Page | | |||
| | | | | | ||
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | A-1 | | | |
| | | | | | ||
| | | | | | ||
| | | | A-2 | | | |
| | | | | | ||
| | | | | | ||
| | | | A-3 | | | |
| | | | A-3 | | | |
| | | | A-4 | | | |
| | | | A-5 | | | |
| | | | A-5 | | | |
| | | | | | ||
| | | | | | ||
| | | | A-6 | | | |
| | | | | | ||
| | | | A-22 | | | |
| | | | A-25 | | | |
| | | | A-25 | | | |
| | | | | | ||
| | | | | | ||
| | | | A-28 | | | |
| | | | A-28 | | | |
| | | | | | ||
| | | | A-29 | | | |
| | | | | | ||
| | | | | | ||
| | | | A-30 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | A-33 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | | |
| | | | A-34 | | |
| | | Page | | |||
| | | | | | ||
| | | | A-35 | | | |
| | | | A-35 | |||
| | ||||||
| | | | | | ||
| | | | | | ||
| | | | A-36 | | | |
| | | | | | ||
| | | | A-38 | | | |
| | | | A-38 | | | |
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | | ||
| | | | | |
Exhibit | | | Description | |
A | | | | |
B | | | Form of | |
| ||||
| | Form of Restrictive Covenant Agreement | |
| Affordable Care Act | | | Section 3.3(iii) | |
| Aggregate Merger Consideration | | | Section 1.4(a) | |
| Articles of Merger | | | Section 3.3 | |
| Agreement | | | Parties | |
| | | |||
| |||||
| Change in Recommendation | | | Section 4.12(b) | |
| Closing | | | Section 1.2 | |
| Closing Date | | | Section 1.2 | |
| Company | | | Parties | |
| Company Certificates | | | Section 1.4(b) | |
| Company Directors’ Recommendation | | | Section 3.3(b)(ii) | |
| Company Disclosure Letter | | | Section 3.1 | |
| Company’s Latest Balance Sheet | | | Section 3.3(d)(ii) | |
| Company Regulatory Agreement | | | Section 3.3(v) | |
| Covered Employees | | | Section 4.14(a) | |
| Covered Parties | | | Section 4.15(b) | |
| COVID-19 Measures | | | Section 3.3(h)(xi) | |
| CRA | | | Section 3.3(q) | |
| |||||
| Dissenting Shareholder | | | Section 2.3 | |
| Effective Time | | | Section 1.3 | |
| Exchange Agent | | | Section 2.1(a) | |
| Exchange Fund | | | Section 2.1(d) | |
| Excluded Shares | | | Section | |
| | | Section | | |
| | | Section | ||
|
| Indemnification Notice | | | Section 7.2(b) | |
| Indemnified Party | | | Section 4.15(a) | |
| Indemnified Parties | | | Section 7.2(b) | |
| Loans | | | Section 3.3(n)(i) | |
| Material Adverse Effect | | | Section 3.2(b) | |
| Measuring Date | | | Section 7.1(a) | |
| Merger | | | Preamble | |
| Merger Consideration | | | Section 1.4(a) | |
| OCC | | | Section 1.3 | |
| PPP | | | Section 3.3(h)(xii) | |
| Regulatory Consents | | | Section 4.8(b) | |
| Required Consents | | | Section 5.1(b) | |
| Sarbanes-Oxley Act | | | Section 3.3(d)(iv) | |
| Shareholder Support Agreement | | | Preamble | |
| Surviving Bank | | | Section 1.1 | |
| Takeover Laws | | | Section 3.3(v) | |
| SBC | | | Parties | |
| SBC Preferred Stock | | | Section 3.4(c) | |
| SBC Regulatory Agreement | | | Section 3.4(f)(ii) | |
| Seacoast | | | Parties | |
| SNB | | | Parties | |
| Seacoast: | | | Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Telecopy Number: (772) 288-6086 Attention: | |
| Copy to Counsel (which shall not constitute notice): | | | Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Telecopy Number: (404) 881-7777 Attention: Randolph A. Moore III | |
| Company: | | | Telecopy Number: (561) 347-1975 Attention: | |
| Copy to Counsel (which shall not constitute notice): | | | E-mail: jhightower@fkhpartners.com Attention: | |
| | | | SEACOAST BANKING CORPORATION OF FLORIDA | |
| | | | By: /s/ Charles M. Shaffer Charles M. Shaffer Chief Executive Officer | |
| | | | SEACOAST NATIONAL BANK | |
| | | | By: /s/ Charles M. Shaffer Charles M. Shaffer Chief Executive Officer | |
| | | | LEGACY BANK OF FLORIDA | |
| | | | By: /s/ Dennis G. Bedley Dennis G. Bedley Chairman and Chief Executive Officer | |
“SELLER” LEGACY BANK OF FLORIDA By: Name: Dennis G. Bedley Title: Chairman and Chief Executive Officer “BUYER” SEACOAST BANKING CORPORATION OF FLORIDA By: Name: Charles M. Shaffer Title: Chief Executive Officer “SHAREHOLDER”
[Signature Page to the Shareholder Support Agreement] EXHIBIT FORM OF CLAIMS LETTER Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Attention: Ladies and Gentlemen: This claims letter (“Claims Letter”) is delivered pursuant to Section 4.17 of that certain Agreement and Plan of Merger, dated as Concerning claims which the undersigned may have against Seller or Buyer or any of their respective Subsidiaries in all capacities, whether as an officer, director, employee, partner, controlling person, or Affiliate or otherwise of Seller, 1. Claims. The undersigned does not have, and is not aware of, any claims he or she might have against Seller or Buyer or any of their respective Subsidiaries, except for: (i) compensation and related benefits for services rendered that have been accrued but not yet paid in the ordinary course of business consistent with past 2. Releases and Assignment. Upon the Closing, the undersigned hereby fully, finally, and irrevocably releases and forever discharges Seller, A-57 and interests of the undersigned in and to any and all software, databases, records, files, data, information, and hardware, and any and all intellectual property (including, but not limited to, any and all patent, copyright, trademark, trade secret, know-how, confidential information, and other proprietary rights, and all registrations and applications directed to any of the foregoing) of any nature whatsoever, conceived, reduced to practice, invented, created, authored, designed, developed, issued, registered, applied for, licensed or used by or for the undersigned or the Seller, 3. Forbearance. The undersigned shall forever refrain and forebear from commencing, instituting, prosecuting, or making any lawsuit, action, claim, or proceeding before or in any court, Regulatory Authority, Governmental Authority, taxing authority arbitral, or other authority to collect or enforce any Claims which are released and discharged hereby. 4. Miscellaneous. (a) This Claims Letter shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to conflict of laws principles (other than the choice of law provisions thereof). (b) This Claims Letter contains the entire agreement between the parties with respect to the Claims released hereby, and such Claims Letter supersedes all prior agreements, arrangements, or understandings (written or otherwise) with respect to such Claims, and no representation or warranty, oral or written, express or implied, has been made by or relied upon by any party hereto, except as expressly contained herein, or in the Merger Agreement. (c) This Claims Letter shall be binding upon and inure to the benefit of the undersigned and the Releasees and their respective heirs, legal representatives, successors, and assigns. (d) In any legal action or other proceeding relating to this Claims Letter and the transactions contemplated hereby or if the enforcement of any right or benefit provided by this Claims Letter is brought against a party, the prevailing party in any such litigation pursuant to which an arbitral panel, court, or other Governmental Authority issues a final order, judgment, decree, or award granting substantially the relief sought shall be entitled, upon demand, to be paid by the other party all reasonable costs incurred in connection with such litigation, including the reasonable legal fees and charges of (e) IN ANY CIVIL ACTION, COUNTERCLAIM, PROCEEDING, OR LITIGATION, WHETHER AT LAW OR IN EQUITY, WHICH ARISES OUT OF, CONCERNS, OR RELATES TO THIS CLAIMS LETTER, ANY AND ALL TRANSACTIONS CONTEMPLATED BY THIS CLAIMS LETTER, THE PERFORMANCE OF THIS CLAIMS LETTER, OR THE RELATIONSHIP CREATED BY THIS CLAIMS LETTER, WHETHER SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, TRIAL SHALL BE TO A COURT OF COMPETENT JURISDICTION AND NOT TO A JURY. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS CLAIMS LETTER WITH ANY COURT, AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THIS CLAIMS LETTER OF THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. NEITHER PARTY HAS MADE OR RELIED UPON ANY ORAL REPRESENTATIONS TO OR BY ANY OTHER PARTY REGARDING THE ENFORCEABILITY OF THIS PROVISION. EACH PARTY HAS READ AND UNDERSTANDS THE EFFECT OF THIS JURY WAIVER PROVISION. EACH PARTY ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY ITS OWN COUNSEL WITH RESPECT TO THE TRANSACTIONS GOVERNED BY THIS CLAIMS LETTER AND SPECIFICALLY WITH RESPECT TO THE TERMS OF THIS SECTION. (f) This Claims Letter may not be modified, amended, or rescinded except by the written agreement of the undersigned and the Buyer, it being the express understanding of the undersigned and the Releasees that no term hereof may be waived by the action, inaction, or course of dealing by or between the undersigned or the Releasees, except in strict accordance with this paragraph, and further that the waiver of any breach of this Claims Letter shall not constitute or be construed as the waiver of any other breach of the terms hereof. (g) The undersigned represents, warrants, and covenants that he or she is fully aware of his or her rights to discuss any and all aspects of this matter with any attorney he or she chooses, and that the undersigned has carefully read and fully understands all the provisions of this Claims Letter, and that the undersigned is voluntarily entering into this Claims Letter. (h) This Claims Letter shall become effective upon the consummation of the Merger, and its operation to extinguish all of the Claims released hereby is not dependent on or affected by the performance or non-performance of any future act by the undersigned or the Releasees. [Signatures on following page.] Sincerely, Signature of Officer or Director Printed Name of Officer or Director On behalf of Releasees, the undersigned thereunto duly authorized, acknowledges receipt of this letter as of SEACOAST BANKING CORPORATION OF FLORIDA By: Name: Title: [Signature Page to Claims Letter] EXHIBIT FORM OF RESTRICTIVE COVENANT AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is made and entered into as of WHEREAS, Buyer, Seacoast National Bank, a national banking association and wholly owned subsidiary of Buyer (“SNB”), WHEREAS, WHEREAS, as a result of the Merger and pursuant to the transactions contemplated by the Merger Agreement, WHEREAS, WHEREAS, prior to the date hereof, WHEREAS, the WHEREAS, as a result of the Merger, WHEREAS, the Merger Agreement contemplates that, upon the execution and delivery of the Merger Agreement by Seller, as a condition and inducement to the willingness of Buyer and SNB to enter into the Merger Agreement, NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, including, without limitation, the Merger Consideration to be received by 1. Certain Definitions. (a) “Affiliated Company” means any company or entity controlled by, controlling or under common control with Buyer or Seller. (b) “Confidential Information” means all information regarding Seller, Buyer, SNB and their respective Affiliated Companies and any of their respective activities, businesses, or customers that is not generally known to persons not employed by Seller, Buyer, SNB, or their respective Affiliated Companies, and that is not generally disclosed publicly to persons not employed by Seller, Buyer, SNB, or their respective Affiliated Companies (except to applicable regulatory authorities and/or pursuant to confidential or other relationships where there is no expectation of public disclosure or use by third Persons). “Confidential Information” shall include, without limitation, all customer information, customer identity and customer lists, confidential methods of operation, lending and credit information, banking and financial information about customers and employees, commissions, mark-ups, product/service formulas, information concerning techniques for use and integration of websites and other products/services, proprietary computer systems and databases (and their contents) such as the Bank’s RPS system, current and future development and expansion or contraction plans of Seller, Buyer, SNB, or their respective Affiliated Companies, sale/ (c) Capitalized terms used but not defined herein shall have the same meanings provided in the Merger Agreement. 2. Restrictive Covenants. (a) Nondisclosure of Confidential Information. From the Effective Time and thereafter for so long as such information remains Confidential Information, Director shall not directly or indirectly transmit or disclose any Confidential Information to any Person, or use or permit others to use any such Confidential Information, directly or indirectly, for any purpose, without the prior express written consent of the Chief Executive Officer of Buyer, which consent may be withheld in the sole discretion of Buyer’s Chief Executive Officer. Anything herein to the contrary notwithstanding, Director shall not be restricted from disclosing information that is required to be disclosed by law, court order, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, Director shall (i) if allowed by law or legal process, provide Buyer with prompt notice of such requirement so that Buyer may seek an appropriate protective order prior to any such required disclosure by Director; and (ii) use commercially reasonable efforts to obtain assurances that any Confidential Information disclosed will be accorded confidential treatment; provided, further, that no such notice or efforts shall be required in connection with any routine audit or investigation by any Governmental Authority or taxing authority that does not expressly reference Seller, Buyer, SNB, or any of their respective Affiliated Companies. If, in the absence of a required waiver or protective order, Director is nonetheless, in the good faith written opinion of Director’s legal counsel, required to disclose Confidential Information, disclosure may be made only as to that portion of the Confidential Information that counsel advises Director is required to be disclosed. (b) Nonrecruitment of Employees. Director hereby agrees that, for three (3) years following the Effective Time or for three (3) years following Director’s affiliation with Buyer or SNB as a director, employee, or consultant (whichever period is longer), Director shall not, without the prior written consent of the Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of the Buyer’s Chief Executive Officer, directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or encourage to leave employment with Buyer or any of its Affiliated Companies, on his or her own behalf or on behalf of any other Person, (i) any then-current employee of Buyer or any of its Affiliated Companies or (ii) any employee of Seller who worked at Seller or any of its Affiliated Companies during Director’s services as a director of Seller or any Seller Affiliated Company and who has not ceased employment for a minimum of a six month period with Buyer, Seller, or any Affiliated Companies, as applicable. It is acknowledged that general advertisements shall not be deemed to violate this provision. A-62 (c) Nonsolicitation of Customers. Director hereby agrees that, for three (3) years following the Effective Time or for three (3) years following Director’s affiliation with Buyer or SNB as a director, employee, or consultant (whichever period is longer), Director shall not, without the prior written consent of the Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of Buyer’s Chief Executive Officer, directly or indirectly, on behalf of himself, herself, or of anyone other than Seller, Buyer, SNB, or any Affiliated Company, in the Restricted Area (as defined in Section 2(d) below), solicit or attempt to solicit any customer or client of Seller for the purpose of either (i) providing any Business Activities (as defined in Section 2(d)) or (ii) inducing such customer or client to cease, reduce, restrict, or divert its business with Seller, Buyer, SNB, or any Affiliated Company. It is acknowledged that general advertisements shall not be deemed to violate this provision. (d) Noncompetition. Director hereby agrees that, for three (3) years following the Effective Time or for three (3) years following Director’s affiliation with Buyer or SNB as a director, employee, or consultant (whichever period is longer), Director shall not Compete (as defined herein) against Buyer, SNB, or any of their Affiliated Companies in the Restricted Area without the prior written consent of Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of Buyer’s Chief Executive Officer. For purposes of this Agreement, “Compete” means to engage or participate, other than as a consumer or user, directly or indirectly, or products or services, in Business Activities (or to prepare to engage or participate in Business Activities) on Director’s own behalf, or with, for or on behalf of (i) any other financial institution as an officer, director, manager, owner, partner, joint venture, consultant, independent contractor, employee, or shareholder of, or (ii) any other Person, business, or enterprise. For purposes of this Agreement, “Business Activities” shall be any business activities conducted by Buyer, Seller, SNB, or any of their Affiliated Companies, which consist of commercial or consumer loans and extensions of credit, letters of credit, commercial and consumer deposits and deposit accounts, securities repurchase agreements and sweep accounts, cash management services, money transfer and bill payment services, internet or electronic banking, automated teller machines, IRA and retirement accounts, commercial or consumer mortgage loans, and commercial or consumer home equity lines of credit. For purposes of this Agreement, the “Restricted Area” means each and any county where the Buyer, SNB, or any of their Affiliated Companies (i) operates a banking office, or (ii) has operated a banking office within the preceding 12 months, or (iii) is actively engaged in providing Business Activities to customers. Nothing in this Section 2(d) shall prohibit Director from acquiring or holding, for investment purposes only, less than five percent (5%) of the outstanding securities of any company or business organization which may compete directly or indirectly with Seller, Buyer, SNB, or any of their Affiliated Companies. Nothing in this Agreement shall prohibit a Director or any of such Director’s Affiliated Companies from continuing to hold outstanding securities of an entity that engages in Business Activities; provided that such securities were held by the Director or any of such Director’s Affiliated Company as of the date of this Agreement. (e) Enforceability of Covenants. Director acknowledges and agrees that the covenants in this Agreement are direct consideration for a sale of a business and should be governed by standards applicable to restrictive covenants entered into in connection with a sale of a business. Director acknowledges that each of Buyer, SNB, and its Affiliated Companies have a current and future expectation of business within the Restricted Area and from the current and proposed customers of Seller that are derived from the acquisition of Seller by Buyer. Director acknowledges that the term, geographic area, and scope of the covenants set forth in this Agreement are reasonable, and agrees that he or she will not, in any action, suit or other proceeding, deny the reasonableness of, or assert the unreasonableness of, the premises, consideration, or scope of the covenants set forth herein. Director agrees that his or her position as a director of Seller involves duties and authority relating to all aspects of the Business Activities and all of the Restricted Area. Director further acknowledges that complying with the provisions contained in this Agreement will not preclude him or her from engaging in a lawful profession, trade, or business, or from becoming gainfully employed. Director and Buyer agree that Director’s obligations under the above covenants are separate and distinct under this Agreement, and the failure or alleged failure of the Buyer to perform its obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of this covenant. Director and Buyer agree that if any portion of the foregoing provisions is deemed to be unenforceable because the geography, time, or scope of activities restricted is deemed to be too broad, the court shall be authorized to substitute for the overbroad term an enforceable term that will enable the enforcement of the covenants to the A-63 maximum extent possible under applicable law. Director acknowledges and agrees that any breach or threatened breach of this covenant will result in irreparable damage and injury to the Buyer, SNB, and their Affiliated Companies and that damages arising out of such breach would be difficult to ascertain. Director hereby agrees that, in addition to all other remedies provided at law or in equity, Buyer will be entitled to exercise all rights including, without limitation, obtaining one or more temporary restraining orders, injunctive relief, and other equitable relief, including specific performance in the event of any breach or threatened breach of this Agreement, without the necessity of posting any bond or security (all of which are waived by the Director), and to exercise all other rights or remedies, at law or in equity, including, without limitation, the rights to damages. 3. Successors. (a) This Agreement is personal to Director, is not assignable by Director, and none of Director’s duties hereunder may be delegated. (b) This Agreement may be assigned by, and shall be binding upon and inure to the benefit of, the Buyer, SNB, and any of their Affiliated Companies and their successors and assigns. 4. Miscellaneous. (a) Waiver. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing signed by Director and Buyer. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or conditions at the same or any prior subsequent time. (a) Severability. If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal, or unenforceable, either in whole or in part, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect. (b) Attorneys’ Fees. In any legal action or other proceeding relating to this Agreement and the transactions contemplated hereby or if the enforcement of any right or benefit provided by this Agreement is brought against a Party, the prevailing Party in any such legal action or other proceeding pursuant to which an arbitral panel, court, or other Governmental Authority issues a final order, judgment, decree, or award granting substantially the relief sought shall be entitled, upon demand, to be paid by the other Party, all reasonable costs incurred in connection with such legal action or other proceeding, including the reasonable legal fees and charges of counsel, court costs, and expenses incident to arbitration, appellate and post-judgment proceedings, provided no party shall be entitled to any punitive or exemplary damages, which are hereby waived. (d) Governing Law and Forum Selection. Buyer and Director agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without giving effect to its conflicts of law principles, and that any and all disputes arising out of or relating to this Agreement shall be brought and exclusively maintained in the 19th Circuit Court in and for Martin County, Florida, Stuart Division. With respect to any such court action, Director hereby (i) irrevocably submits to personal jurisdiction of such courts; (ii) consents to service of process; (iii) consents to venue; and (iv) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction, service of process, or venue. Both parties hereto further agree that the court identified in this Agreement is a convenient forum for any dispute that may arise herefrom and that neither party shall raise as a defense that such courts are not convenient forums. A-64 (e) Notices. All notice, consent, demand, request, or other communication given to a party hereto in connection with this Agreement shall be in writing and shall be deemed to have been given such party (i) when delivered personally to such party or (ii) provided that a written acknowledgement of receipt is obtained, five (5)
Any party may change the address to which notices, requests, demands, and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein. (f) Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to this Agreement. (g) Entire Agreement. Except as provided herein, this Agreement contains the entire agreement between Buyer and Director with respect to the subject matter hereof and, from and after the date hereof, this Agreement shall supersede any prior agreement, understanding, and arrangement, oral or written, between the parties with respect to the subject matter hereof. (h) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or electronic transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes. (i) Termination. If the Merger Agreement is terminated in accordance with Article 6 thereof, this Agreement shall become null and void. [Signatures on following page] A-65 IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written. BUYER: SEACOAST BANKING CORPORATION OF FLORIDA By: Name: Charles M. Shaffer Title: Chief Executive Officer DIRECTOR: Name: Address: [Signature Page to Restrictive Covenant Agreement] [Director 3-Year] EXHIBIT C FORM OF RESTRICTIVE COVENANT AGREEMENT EXECUTIVE OFFICER AGREEMENT THIS RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is made and entered into as of [•], 2021, by and between Seacoast Banking Corporation of Florida, a Florida corporation (“Buyer”), and the undersigned executive officer (“Employee”) of Legacy Bank of Florida, a Florida state-chartered bank (“Legacy Bank” or, “Seller”) and shall become effective as of the Effective Time of the Merger as provided in the Merger Agreement (defined below). WHEREAS, Buyer, Seacoast National Bank, a national banking association and wholly owned subsidiary of Buyer (“SNB”), and Legacy Bank are parties to that certain Agreement and Plan of Merger, dated as of [•], 2021, as the same may be amended or supplemented (the “Merger Agreement”), that provides for, among other things, the merger of Legacy Bank with and into SNB (the “Merger”); WHEREAS, Employee is a shareholder and/or officer of Seller; WHEREAS, as a result of the Merger and pursuant to the transactions contemplated by the Merger Agreement, Employee and/or an Affiliate of Employee is selling shares of Legacy Bank Common Stock held by Employee and/or the Employee’s Affiliate to Buyer and will receive Merger Consideration in exchange for such shares; WHEREAS, Employee is in possession of trade secrets and valuable confidential business information of Seller, and has substantial relationships with its banking customers; WHEREAS, prior to the date hereof, Employee has served as a manager of Seller, and, therefore, Employee has knowledge of the Confidential Information (hereinafter defined) and/or relationships with the Seller’s executives, customers, and customer goodwill; WHEREAS, the Employee acknowledges that the Buyer has legitimate business interests to justify the enforcement of this Agreement; WHEREAS, as a result of the Merger, Buyer will acquire substantial customer relationships from Seller and succeed to all of the Confidential Information, for which Buyer, as of the Effective Time, will have paid valuable consideration and desires reasonable protection; and WHEREAS, the Merger Agreement contemplates that, upon the execution and delivery of the Merger Agreement by Seller, as a condition and inducement to the willingness of Buyer and SNB to enter into the Merger Agreement, Employee will enter into and perform this Agreement. NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, including, without limitation, the Merger Consideration to be received by Employee and/or the Employee’s Affiliate, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows: 1. Certain Definitions. (a) “Affiliated Company” means any company or entity controlled by, controlling or under common control with Buyer or Seller. (b) “Confidential Information” means all information regarding Seller, Buyer, SNB and their respective Affiliated Companies and any of their respective activities, businesses or customers that is not generally known to persons not employed by Seller, Buyer, SNB or their respective Affiliated Companies, and that is not generally disclosed publicly to persons not employed by Seller, Buyer, SNB or their respective Affiliated Companies (except to applicable regulatory authorities and/or pursuant to confidential or other relationships where there is no expectation of public disclosure or use by third Persons). “Confidential Information” shall include, without limitation, all customer information, customer identity and customer lists, confidential methods of operation, lending and credit information, A-67 banking and financial information about customers and employees, commissions, mark-ups, product/service formulas, information concerning techniques for use and integration of websites and other products/services, proprietary computer systems and databases (and their contents) such as the Bank’s RPS system, current and future development and expansion or contraction plans of Seller, Buyer, SNB, or their respective Affiliated Companies, sale/acquisition plans and contacts, marketing plans and contacts, information concerning the legal affairs of and information concerning the pricing of products and services, strategy, tactics and financial affairs of Seller, Buyer, SNB, or their respective Affiliated Companies. “Confidential Information” also includes any “confidential information,” “trade secrets,” or any equivalent term under any applicable federal, state, or local law. “Confidential Information” shall not include information that (i) has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of Seller, Buyer or SNB or their respective Affiliated Companies or any duty owed to any of them; or (ii) is independently developed by a person or entity without reference to or use of Confidential Information. Employee acknowledges and agrees that the trading in Buyer or Seller securities using Confidential Information or other non-public information may violate federal and state securities laws. (c) Capitalized terms used but not defined herein shall have the same meanings provided in the Merger Agreement. 2. Restrictive Covenants. (a) Nondisclosure of Confidential Information. From the Effective Time and thereafter for so long as such information remains Confidential Information, Employee shall not directly or indirectly transmit or disclose any Confidential Information to any Person, or use or permit others to use any such Confidential Information, directly or indirectly, for any purpose, (b) Nonrecruitment of Employees. Employee hereby agrees that, for two (2) years following the Effective Time or for two (2) years following Employee’s affiliation with Buyer or SNB as an officer, employee, or consultant (whichever period is longer), Employee shall not, without the prior written consent of the Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of the Buyer’s Chief Executive Officer, directly or indirectly solicit or recruit or attempt to solicit or recruit for employment or encourage to leave employment with Buyer or any of its Affiliated Companies, on his or her own behalf or on behalf of any other Person, (i) any then-current employee of Buyer or any of its Affiliated Companies or (ii) any employee of Seller who worked at Seller or any of its Affiliated Companies during Employee’s services as a manager of Seller or any Seller Affiliated Company and who has not ceased employment for a minimum of a six month period with Buyer, Seller, or any Affiliated Companies, as applicable. It is acknowledged that general advertisements shall not be deemed to violate this provision. (c) Nonsolicitation of Customers. Employee hereby agrees that, for two (2) years following the Effective Time or for two (2) years following Employee’s affiliation with Buyer or SNB as an officer, employee, or consultant (whichever period is longer), Employee shall not, without the prior written consent of the Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of Buyer’s Chief Executive Officer, directly or indirectly, on behalf of himself, herself or of anyone other A-68 than Seller, Buyer, SNB or any Affiliated Company, in the Restricted Area (as defined in Section 2(d) below), solicit or attempt to solicit any customer or client of Seller for the purpose of either (i) providing any Business Activities (as defined in Section 2(d)) or (ii) inducing such customer or client to cease, reduce, restrict or divert its business with Seller, Buyer, SNB or any Affiliated Company. It is acknowledged that general advertisements shall not be deemed to violate this provision. (d) Noncompetition. Employee hereby agrees that, for two (2) years following the Effective Time or for two (2) years following Employee’s affiliation with Buyer or SNB as an officer, employee, or consultant (whichever period is longer), Employee shall not Compete (as defined herein) against Buyer, SNB, or any of their Affiliated Companies in the Restricted Area without the prior written consent of Buyer’s Chief Executive Officer, which consent may be withheld at the sole discretion of Buyer’s Chief Executive (e) Enforceability of 3. Successors. (a) This Agreement is personal to Employee, is not assignable by Employee, and none of Employee’s duties hereunder may be delegated. (b) This Agreement may be assigned by, and shall be binding upon and inure to the benefit of the Buyer, SNB and any of their Affiliated Companies and their successors and assigns. 4. Miscellaneous. (a) Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by Employee and Buyer. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of dissimilar provisions or conditions at the same or any prior subsequent time. (b) Severability. If any provision or covenant, or any part thereof, of this Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement, all of which shall remain in full force and effect. (c) Attorneys’ Fees. In any legal action or other proceeding relating to this Agreement and the transactions contemplated hereby or if the enforcement of any right or benefit provided by this Agreement is brought against a Party, the prevailing Party in any such legal action or other proceeding pursuant to which an arbitral panel, court or other Governmental Authority issues a final order, judgment, decree or award granting substantially the relief sought shall be entitled upon demand to be paid by the other Party, all reasonable costs incurred in connection with such legal action or other proceeding, including the reasonable legal fees and charges of counsel, court costs and expenses incident to arbitration, appellate and post-judgment proceedings, provided no party shall be entitled to any punitive or exemplary damages, which are hereby waived. (d) Governing Law and Forum Selection. Buyer and Employee agree that this Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Florida without giving effect to its conflicts of law (e) Notices. All notice, consent, demand, request or other communication given to a party hereto in connection with this Agreement shall be in writing and shall be deemed to have been given such party (i) when delivered personally to such party or (ii) provided that a written acknowledgement of receipt is obtained, five (5) days after being sent by prepaid certified or registered mail or two (2) days after being sent by a nationally recognized overnight courier, to the address (if any) specified below for such party (or to such other address A-70
Any party may change the address to which notices, requests, demands and other communications shall be delivered or mailed by giving notice thereof to the other party in the same manner provided herein. (f) Amendments and Modifications. This Agreement may be amended or modified only by a writing signed by both parties hereto, which makes specific reference to this Agreement. (g) Entire Agreement. Except as provided herein, this Agreement contains the entire agreement between Buyer and Employee with respect to the subject matter hereof and, from and after the date hereof, this Agreement shall supersede any prior agreement, understanding and arrangement, oral or written, between the parties with respect to the subject matter hereof. (h) Counterparts. This Agreement may be executed in (i) Termination. If the Merger Agreement is terminated in accordance with Article 6 thereof, this Agreement shall become null and void. [Signatures on following page] IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first above written. BUYER: SEACOAST BANKING CORPORATION OF FLORIDA By: Name: Charles M. Shaffer Title: EMPLOYEE: Name: Address: [Signature Page to Restrictive Covenant Agreement] [Executive Officer 2-Year] March 22, 2021 1300 Glades Road, Suite 120-140W 1200 the Company North Boca Raton, Florida 33431 Dear Board of Directors: As set forth in the Agreement, at the Effective Time, the Company shall be The Agreement provides that at the Effective Time, in each case subject to Section 1.4(d) and excluding Excluded Shares and subject to certain adjustments set forth in the Agreement, by virtue of the Merger and At the Effective Time, each Company Option shall, by virtue of the Merger, automatically cease to be outstanding, and, in consideration therefor, SBC shall grant to each holder of Company Options, as of the Effective Time, an option to purchase shares of SBC Common Stock pursuant to the SBC Incentive Plan (each, a “Substitute SBC Option”), on the same terms and conditions as applicable to each such Company Option as in effect immediately prior to the Effective Time, except that (A) the number of shares of SBC Common Stock subject to such Substitute SBC Option shall equal the product of (x) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time, multiplied by (y) the Exchange Ratio, rounded down to the nearest whole share, and (B) the per share exercise price for the shares of SBC Common Stock issuable upon exercise of such Substitute SBC Option shall equal the quotient determined by dividing (x) the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. No Company Equity Award shall be outstanding as of the Effective Time, and no obligations to issue Company Equity Awards shall exist following the Effective Time. Prior to the Effective Time, the Company shall take all actions necessary to effect the treatment of the Company Options as provided in Section 1.6 of the Agreement, to terminate the Company Stock Plans as of the Effective Time, and to cause the provisions in any other Company Benefit Plan providing for the issuance, transfer or grant of any capital stock of the Company or any interest in respect of any capital stock of the Company to terminate and be of no further force and effect as of the Effective Time. We note that the Agreement may be terminated at any time prior to the Effective Time as set forth in Section 6.1 of the Agreement including among other termination provisions (a) by mutual consent of SBC and the Company; (b) by either Party in the event that (i) any Regulatory Consent required to be obtained from any Governmental Authority has been denied or (ii) the Company Shareholder Approval has not been obtained by reason of the failure to obtain the required vote at the Company shareholders’ meeting where the Agreement was presented to such shareholders for approval and voted upon; (c) by either Party in the event that the Merger has not been consummated by October 31, 2021; (d) by SBC in the event that (i) the Company has withdrawn, qualified or modified the Company Directors’ Recommendation in a manner adverse to SBC or shall have resolved to do any of the foregoing, (ii) the Company has failed to substantially comply with its obligations under Sections 4.5 or 4.12, or (iii) the Board of Directors of the Company has recommended, endorsed, accepted or agreed to an Acquisition Proposal; (e) by the Company in the event that (i) the Board of Directors of the Company has determined in accordance with Section 4.12 that a Superior Proposal has been made with respect to it and has not been withdrawn, and (ii) neither the Company nor any of its Representatives has failed to comply in all material respects with Section 4.12; and (f) by SBC if holders of more than five percent (5.0%) in the aggregate of the outstanding shares of Company Common Stock shall have voted such shares against the Agreement or the Merger at any meeting called for the purpose of voting thereon. In the event that the Agreement is terminated pursuant to certain conditions of Section 6.1, including termination if Company shall have received or there shall have been publicly announced an Acquisition Proposal that has not been formally withdrawn or abandoned prior to such termination, and within twelve (12) months following such termination an Acquisition Proposal is consummated or a definitive agreement or letter of intent is entered into by the Company with respect to an Acquisition Proposal, the Company shall pay SBC the Termination Fee of $4,600,000. With your knowledge and consent and for purposes of our analysis and opinion we have assumed that (i) the closing price of SBC Common Stock on March 19, 2021 is $38.24 per share; (ii) the Exchange Ratio is 0.1703 and has not been adjusted as provided in the Agreement; (iii) there has been no downward adjustment B-2 You have requested our opinion as to whether the total Merger Value received by the shareholders and option holders of the Company in the Merger pursuant to the Agreement is fair, from a financial point of view, to the holders of the Company Common Stock. Our opinion addresses only the fairness of the total Merger Value, and we are not opining on any individual stock, cash, option, or other components of the consideration. During the course of our engagement and for the purposes of the opinion set forth herein, we have: (i) reviewed a draft of the Agreement dated March 18, 2021 as provided to Hovde by the Company; (ii) reviewed unaudited financial statements for the Company for the twelve month period ended December 31, 2020; (iii) reviewed certain historical annual reports of the Company, including the Company’s audited annual report for the years ended December 31, 2019 and 2018; (iv) reviewed certain historical publicly available business and financial information concerning the Company; (v) reviewed certain internal financial statements and other financial and operating data concerning the Company; (vi) reviewed financial projections prepared by certain members of senior management of the Company; (vii) discussed with certain members of senior management of the Company the business, financial condition, results of operations and future prospects of the Company; the history and past and current operations of the Company; and the Company’s and the SBC’s assessment of the rationale for the Merger; (viii) reviewed and analyzed materials detailing the Merger prepared by SBC and the Company; (ix) assessed current general economic, market and financial conditions; (x) reviewed the terms of recent merger, acquisition and control investment transactions, to the extent publicly available, involving financial institutions and financial institution holding companies that we considered relevant; (xi) taken into consideration our experience in other similar transactions and securities valuations as well as our knowledge of the banking and financial services industry; (xii) reviewed certain publicly available financial and stock market data relating to selected public companies that we deemed relevant to our analysis; and (xiii) performed such other analyses and considered such other factors as we have deemed appropriate. We have assumed, without investigation, that there have been, and from the date hereof through the Effective Time will be, no material changes in the financial condition and results of operations of the Company or SBC since the date of the latest financial information described above. We have further assumed, without B-3 In performing our review, we have assumed and relied upon the accuracy and completeness of all of the financial and other information that was available to us from public sources, that was provided to us by the Company or SBC or their respective representatives or that was otherwise reviewed by us for purposes of rendering this opinion. We have further relied on the assurances of the respective managements of the Company and SBC that they are not aware of any facts or circumstances that would make any of such information inaccurate or misleading. We have not been asked to undertake, and have not undertaken, an independent verification of any of such information, and we do not assume any responsibility or liability for the accuracy or completeness thereof. We have assumed that each Party to the Agreement would advise us promptly if any information previously provided to us became inaccurate or was required to be updated during the period of our review. We are not experts in the evaluation of loan and lease portfolios for purposes of assessing the adequacy of the allowances for losses with respect thereto. We have assumed that such allowances for the Company and SBC are, in the aggregate, adequate to cover such losses and will be adequate on a pro forma basis for the combined entity. We were not requested to make, and have not made, an independent evaluation, physical inspection or appraisal of the assets, properties, facilities, or liabilities (contingent or otherwise) of the Company or SBC, the collateral securing any such assets or liabilities, or the collectability of any such assets, and we were not furnished with any such evaluations or appraisals; nor did we review any loan or credit files of the Company or SBC. We have undertaken no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities to which the Company or SBC is a party or may be subject, and our opinion makes no assumption concerning, and therefore does not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. We have also assumed, with your consent, that the Company and SBC are not parties to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, divestiture or spin-off, other than the Merger contemplated by the Agreement. We have relied upon and assumed, with your consent and without independent verification, that the Merger will be consummated substantially in accordance with the terms set forth in the Agreement, without any waiver of material terms or conditions by the Company, SBC or any other party to the Agreement and that the final Agreement will not differ materially from the draft we reviewed. We have assumed that the Merger will be consummated in compliance with all applicable laws and regulations. The Company has advised us that they are not aware of any factors that would impede any necessary regulatory or governmental approval of the Merger. We have assumed that the necessary regulatory and governmental approvals as granted will not be subject to any conditions that would be unduly burdensome on the Company or SBC or would have a material adverse effect on the contemplated benefits of the Merger. Our opinion does not consider, include or address: (i) any legal, tax, accounting, or regulatory consequences of the Merger on the Company or its stockholders; (ii) any advice or opinions provided by any other advisor to the Board or the Company; (iii) any other strategic alternatives that might be available to the Company; or (iv) whether SBC has sufficient cash or other sources of funds to enable it to pay the consideration contemplated by the Merger. B-4 This opinion was approved by Hovde’s fairness opinion committee. This letter is directed solely to the board of directors of the Company and is not to be used for any other purpose or quoted or referred to, in whole or in part, in any registration statement, prospectus, proxy statement, or any other document, except in each case in accordance with our prior written consent; provided, however, that we hereby consent to the inclusion and reference to this letter in any registration statement, proxy statement or information statement to be delivered to the holders of the Company’s Common Stock in connection with the Merger if, and only if, (i) this letter is quoted in full or attached as an exhibit to such document, (ii) this letter has not been withdrawn prior to the date of such document, and (iii) any description of or reference to Hovde or the analyses performed by Hovde or any summary of this opinion in such filing is in a form acceptable to Hovde and its counsel in the exercise of their reasonable judgment. Our opinion is based solely upon the information available to us and described above, and the economic, market and other circumstances as they exist as of the date hereof. Events occurring and information that becomes available after the date hereof could materially affect the assumptions and analyses used in preparing this opinion. We have not undertaken to update, revise, reaffirm or withdraw this opinion or to otherwise comment upon events occurring or information that becomes available after the date hereof. In arriving at this opinion, Hovde did not attribute any particular weight to any single analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Hovde believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering all analyses, would create an incomplete view of the process underlying this opinion. Hovde, as part of its investment banking business, regularly performs valuations of businesses and their securities in connection with mergers and acquisitions and other corporate transactions. In addition to being retained to render this opinion letter, we were retained by the Company to act as its financial advisor in connection with the Merger. In connection with our services, we will receive from the Company a fairness opinion fee that is contingent upon the issuance of this opinion letter and a completion fee that is contingent upon the consummation of the Merger; the fairness opinion fee will be credited in full towards the portion of the completion fee which will become payable to Hovde upon the consummation of the Merger. The Company has also agreed to indemnify us and our affiliates for certain liabilities that may arise out of our engagement. Other than in connection with this present engagement, in the past two years, Hovde has not provided investment banking or financial advisory services to the Company. During the past two years preceding the date of this opinion Hovde has not provided any investment banking or financial advisory services to SBC for which it received a fee. We or our affiliates may presently or in the future seek or receive compensation from SBC in connection with future transactions, or in connection with potential advisory services and corporate transactions, although to our knowledge none are expected at this time. In the ordinary course of our business as a broker/dealer, we may from time to time purchase securities from, and sell securities to, the Company or SBC or their affiliates. Except for the foregoing, during the past two years there have not been, and there currently are no mutual understandings contemplating in the future, any material relationships between Hovde and the Company or SBC. B-5 Sincerely, HOVDE GROUP, LLC B-6 658.44 Approval by stockholders; rights of dissenters; preemptive rights. (1) The office shall not issue a certificate of merger to a resulting state bank or trust company unless the plan of merger and merger agreement, as adopted by a majority of the entire board of directors of each constituent bank or trust company, and as approved by each appropriate federal regulatory agency and by the office, has been approved: (a) By the stockholders of each constituent national bank as provided by, and in accordance with the procedures required by, the laws of the United States applicable thereto, and (b) After notice as hereinafter provided, by the affirmative vote or written consent of the holders of at least a majority of the shares entitled to vote thereon of each constituent state bank or state trust company, unless any class of shares of any constituent state bank or state trust company is entitled to vote thereon as a class, in which event as to such constituent state bank or state trust company the plan of merger and merger agreement shall be approved by the stockholders upon receiving the affirmative vote or written consent of the holders of a majority of the shares of each class of shares entitled to vote thereon as a class and of the total shares entitled to vote thereon. Such vote of stockholders of a constituent state bank or state trust company shall be at an annual or special meeting of stockholders or by written consent of the stockholders without a meeting as provided in s. 607.0704. Approval by the stockholders of a constituent bank or trust company of a plan of merger and merger agreement shall constitute the adoption by the stockholders of the articles of incorporation of the resulting state bank or state trust company as set forth in the plan of merger and merger agreement. (2) Written notice of the meeting of, or proposed written consent action by, the stockholders of each constituent state bank or state trust company shall be given to each shareholder of record, whether or not entitled to vote, and whether the meeting is an annual or a special meeting or whether the vote is to be by written consent pursuant to s. 607.0704, and the notice shall state that the purpose or one of the purposes of the meeting, or of the proposed action by the stockholders without a meeting, is to consider the proposed plan of merger and merger agreement. Except to the extent provided otherwise with respect to stockholders of a resulting bank or trust company pursuant to subsection (7), the notice shall also state that dissenting stockholders, including stockholders not entitled to vote but dissenting under paragraph (c), will be entitled to payment in cash of the value of only those shares held by the stockholders: (a) Which at a meeting of the stockholders are voted against the approval of the plan of merger and merger agreement; (b) As to which, if the proposed action is to be by written consent of stockholders pursuant to s. 607.0704, such written consent is not given by the holder thereof; or (c) With respect to which the holder thereof has given written notice to the constituent state bank or trust company, at or prior to the meeting of the stockholders or on or prior to the date specified for action by the stockholders without a meeting pursuant to s. 607.0704 in the notice of such proposed action, that the shareholder dissents from the plan of merger and merger agreement, and which shares are not voted for approval of the plan or written consent given pursuant to paragraph (a) or paragraph (b). Hereinafter in this section, the term “dissenting shares” means and includes only those shares, which may be all or less than all the shares of any class owned by a shareholder, described in paragraphs (a), (b), and (c). (3) On or promptly after the effective date of the merger, the resulting state bank or trust company, or a bank holding company which, as set out in the plan of merger or merger agreement, is offering shares rights, obligations, or other securities or property in exchange for shares of the constituent banks or trust companies, may fix an amount which it considers to be not more than the fair market value of the shares of a constituent bank or trust company and which it will pay to the holders of dissenting shares of that constituent bank or trust company and, if it fixes such amount, shall offer to pay such amount to the holders of all dissenting shares of that constituent bank or trust company. The amount payable pursuant The owners of dissenting shares who have accepted an offer made pursuant to subsection (3) shall be entitled to receive the amount so offered for such shares in cash upon surrendering the stock certificates representing such shares at any time within 30 days after the effective date of the merger, and the owners of dissenting shares, the value of which is to be determined by appraisal, shall be entitled to receive the value of such shares in cash upon surrender of the stock certificates representing such shares at any time within 30 days after the value of such shares has been determined by appraisal made on or after the effective date of the merger. The fair value, as defined in s. 607.1301(5), of dissenting shares of each constituent state bank or state trust company, the owners of which have not accepted an offer for such shares made pursuant to subsection (3), shall be determined pursuant to ss. 607.1326-607.1331 except as the procedures for notice and demand are otherwise provided in this section as of the Upon the effective date of the merger, all the shares of stock of every class of each constituent bank or trust company, whether or not surrendered by the holders thereof, shall be void and deemed to be canceled, and no voting or other rights of any kind shall pertain thereto or to the holders thereof except only such rights as may be expressly provided in the plan of merger and merger agreement or expressly provided by law. (7) The provisions of subsection (6) and, unless agreed by all the constituent banks and trust companies and expressly provided in the plan of merger and merger agreement, subsections (3), (4), and (5) are not applicable to a resulting bank or trust company or to the shares or holders of shares of a resulting bank or trust company the cash, shares, rights, obligations, or other securities or property of which, in whole or in part, is provided in the plan of merger or merger agreement to be exchanged for the shares of the other constituent banks or trust companies. (8) The stock, rights, obligations, and other securities of a resulting bank or trust company may be issued as provided by the terms of the plan of merger and merger agreement, free from any preemptive rights of the holders of any of the shares of stock or of any of the rights, obligations, or other securities of such resulting bank or trust company or of any of the constituent banks or trust companies. (9) After approval of the plan of merger and merger agreement by the stockholders as provided in subsection (1), there shall be filed with the office, within 30 days after the time limit in s. 658.43(5), a fully executed counterpart of the plan of merger and merger agreement as so approved if it differs in any respect from any fully executed counterpart thereof theretofore filed with the office, and copies of the resolutions approving the same by the stockholders of each constituent bank or trust company, certified by the president, or chief executive officer if other than the president, and the cashier or corporate secretary of each constituent bank or trust company, respectively, with the corporate seal impressed thereon. 607.1301 Appraisal rights; definitions The following definitions apply to ss. 607.1301-607.1340: (1) “Accrued interest” means interest from the date the corporate action becomes effective until the date of payment, at the rate of interest determined for judgments pursuant to s. 55.03, determined as of the effective date of the corporate action. (2) “Affiliate” means a person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, another person or is a senior executive of such person. For purposes of paragraph (6)(a), a person is deemed to be an affiliate of its senior executives. (3) “Corporate action” means an event described in s. 607.1302(1). (4) “Corporation” means the domestic corporation that is the issuer (5) “Fair value” means the value of the corporation’s shares determined: C-2 (a) Immediately before the effectiveness of the corporate action to which the shareholder objects. (b) Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable to the corporation and its remaining shareholders. (c) Without discounting for lack of marketability or minority status. (6) “Interested transaction” means a corporate action described in s. 607.1302(1), other than a merger pursuant to s. 607.1104, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition: (a) “Interested person” means a person, or an affiliate of a person, who at any time during the 1-year period immediately preceding approval by the board of directors of the corporate action: 1. Was the beneficial owner of 20 percent or more of the voting power of the corporation, other than as owner of excluded shares; 2. Had the power, contractually or otherwise, other than as owner of excluded shares, to cause the appointment or election of 25 percent or more of the directors to the board of 3. Was a senior executive or director of the corporation or a senior executive of any affiliate of the corporation, and will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than: a. Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action; b. Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in s. 607.0832; or c. In the case of a director of the corporation who, in the corporate action, will become a director or governor of the acquirer or any of its affiliates, (b) “Beneficial owner” means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all shares having voting power of the corporation beneficially owned by any member of the group. (c) “Excluded shares” means shares acquired pursuant to an offer for all shares having voting power if the offer was made within 1 year before the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action. (7) “Preferred shares” means a class or series of shares the holders of which have preference over any other class or series of shares with respect to distributions. (8) “Senior executive” means the chief executive officer, chief operating officer, chief financial officer, or any individual in charge of a principal business unit or function. (9) Notwithstanding s. 607.01401(67), “shareholder” means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner. 607.1302 Right of shareholders to appraisal (1) A shareholder of a domestic corporation is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions: (a) Consummation of a domestication or a conversion of such corporation pursuant to s. 607.11921 or s. 607.11932, as applicable, if shareholder approval is required for the domestication or the conversion; (b) Consummation of a merger to which such corporation is a party: 1. If shareholder approval is required for the merger under s. 607.1103 or would be required but for s. 607.11035, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remains outstanding after consummation of the merger where the terms of such class or series have not been materially altered; or 2. If such corporation is a subsidiary and the merger is governed by s. 607.1104; (c) Consummation of a share exchange to which the corporation is a party as the corporation whose shares will be acquired, except that appraisal rights are not available to any shareholder of the corporation with respect to any class or series of shares of the corporation that is not acquired in the share exchange; (d) Consummation of a disposition of assets pursuant to s. 607.1202 if the shareholder is entitled to vote on the disposition, including a sale in dissolution, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares or any class or series if: 1. Under the terms of the corporate action approved by the shareholders there is to be distributed to shareholders in cash the corporation’s net assets, in excess of a reasonable amount reserved to meet claims of the type described in ss. 607.1406 and 607.1407, within 1 year after the shareholders’ approval of the action and in accordance with their respective interests determined at the time of distribution; and 2. The disposition of assets is not an interested transaction; (e) An amendment of the articles of incorporation with respect to a class or series of shares which reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or the right to repurchase the fractional share so created; (f) Any other merger, share exchange, disposition of assets, or amendment to the articles of incorporation, in each case to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors, except that no bylaw or board resolution providing for appraisal rights may be amended or otherwise altered except by shareholder approval; (g) An amendment to the articles of incorporation or bylaws of the corporation, the effect of which is to alter or abolish voting or other rights with respect to such interest in a manner that is adverse to the interest of such shareholder, except as the right may be affected by the voting or other rights of new shares then being authorized of a new class or series of shares; (h) An amendment to the articles of incorporation or bylaws of a corporation, the effect of which is to adversely affect the interest of the shareholder by altering or abolishing appraisal rights under this section; (i) With regard to a class of shares 1. Altering or abolishing any preemptive rights attached to any of his, her, or 2. Altering or abolishing the voting rights pertaining to any of his, her, or C-4 rights may be 3. Effecting an exchange, cancellation, or reclassification of any of his, her, or 4. Reducing the stated redemption price of any of the shareholder’s redeemable shares, altering or abolishing any provision relating to any sinking fund for the redemption or purchase of any of his, her, or 5. Making noncumulative, in whole or in part, dividends of any of the shareholder’s preferred shares which had theretofore been cumulative; 6. Reducing the stated dividend preference of any of the shareholder’s preferred shares; or 7. Reducing any stated preferential amount payable on any of the shareholder’s preferred shares upon voluntary or involuntary liquidation; (j) An amendment of the articles of incorporation of a social purpose corporation to which s. 607.504 or s. 607.505 applies; (k) An amendment of the articles of incorporation of a benefit corporation to which s. 607.604 or s. 607.605 applies; (l) A merger, domestication, conversion, or share exchange of a social purpose corporation to which s. 607.504 applies; or (m) A merger, domestication, conversion, or share exchange of a benefit corporation to which s. 607.604 applies. (2) Notwithstanding subsection (1), the availability of appraisal rights under paragraphs (a) Appraisal rights shall not be available for the holders of shares of any class or series of shares which is: 1. A covered security under s. 18(b)(1)(A) or (B) of the Securities Act of 19331; 2. Not a covered 3. Issued by an open end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 19402 and which may be redeemed at the option of the holder at net asset value. (b) The applicability of paragraph (a) shall be determined as of: 1. The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights, or, in the case of an offer made pursuant to s. 607.11035, the date of such offer; or 2. If there will be no meeting of shareholders and no offer is made pursuant to s. 607.11035, the close of business on the day before the consummation of the corporate action or the effective date of the amendment of the articles, as applicable. (c) Paragraph (a) is not applicable and appraisal rights shall be available pursuant to subsection (1) for the holders of any class or series of shares where the corporate action is an interested transaction. C-5 (3) Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, except that: (a) No such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as part of a group, on the action or if the action is a domestication under s. 607.11920 or a conversion under s. 607.11930, or a merger having a similar effect as a domestication or conversion in which the domesticated eligible entity or the converted eligible entity is an eligible entity; and (b) Any such limitation or elimination contained in an amendment to the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately before the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange, or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within 1 year after the effective date of such amendment if such action would otherwise afford appraisal rights. (1) A record shareholder may assert appraisal (2) A beneficial shareholder and a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder: (a) Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in s. 607.1322(2)(b)2. (b) Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner. (1) If a proposed corporate action described in s. 607.1302(1) is to be submitted to a vote at a shareholders’ meeting, the meeting notice (or, where no approval of such action is required pursuant to s. 607.11035, the offer made pursuant to s. 607.11035) (2) In a merger pursuant to s. 607.1104, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice must be sent within 10 days after the corporate action became effective and include the materials described in s. 607.1322. (3) If a proposed corporate action described in s. 607.1302(1) is to be approved by written consent of the shareholders pursuant to s. 607.0704: (a) Written notice that appraisal rights are, are not, or may be available must be sent to each shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited, and, if the corporation has concluded that appraisal rights are or may be available, a copy of ss. C-6 (b) Written notice that appraisal rights are, are not, or may be available must be delivered, at least 10 days before the corporate action becomes effective, to all nonconsenting and nonvoting shareholders, and, if the corporation has concluded that appraisal rights are or may be available, a copy of ss. (4) Where a corporate action described in s. 607.1302(1) is proposed or a merger pursuant to s. 607.1104 is effected, and the corporation concludes that appraisal rights are or may be available, the notice referred to in subsection (1), paragraph (3)(a), or paragraph (3)(b) must be accompanied by: (a) Financial statements of the corporation that issued the shares that may be or are subject to appraisal rights, consisting of a balance sheet as of the end of the fiscal year ending not more than 16 months before the date of the notice, an income statement for that fiscal year, and a cash flow statement for that fiscal year; however, if such financial statements are not reasonably available, the corporation must provide reasonably equivalent financial information; and (b) The latest available interim financial statements, including year-to-date through the end of the interim period, of such corporation, if any. (5) The right to receive the information described in subsection (4) may be waived in writing by a shareholder before or after the corporate action is effected. (1) If a proposed corporate action requiring appraisal rights under s. 607.1302 is submitted to a vote at a (a) Must deliver to the corporation before the vote is taken written notice of the shareholder’s intent to demand payment if the proposed corporate action is effectuated; and (b) Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed corporate action. (2) If a proposed corporate action requiring appraisal rights under s. 607.1302 is to be approved by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares must not sign a consent in favor of the proposed corporate action with respect to that class or series of shares. (3) If a proposed corporate action specified in s. 607.1302(1) does not require shareholder approval pursuant to s. 607.11035, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: (a) Must deliver to the corporation before the shares are purchased pursuant to the offer a written notice of the (b) Must not tender, or cause or permit to be tendered, any shares of (4) A shareholder who may otherwise be entitled to appraisal rights but does not satisfy the requirements of subsection (1), subsection (2), or subsection (3) is not entitled to payment under this chapter. (1) If a proposed corporate action requiring appraisal rights under s. 607.1302(1) becomes effective, the corporation must deliver a written appraisal notice and form required by paragraph (2)(a) to all shareholders who satisfied the requirements of s. 607.1321(1), (2), or (3). In the case of a merger under s. 607.1104, the parent must deliver a written appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights. (2) The appraisal notice must be delivered no earlier than the date the corporate action became effective, and no (a) Supply a form that specifies the date that the corporate action became effective and that provides for the shareholder to state: C-7 1. The shareholder’s name and address. 2. The number, classes, and series of shares as to which the shareholder asserts appraisal rights. 3. That the shareholder did not vote for or consent to the transaction. 4. Whether the shareholder accepts the corporation’s offer as stated in subparagraph (b) 5. If the offer is not accepted, the shareholder’s estimated fair value of the shares and a demand for payment of the shareholder’s estimated value plus accrued interest. (b) State: 1. Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subparagraph 2. 2. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection (1) appraisal notice and form are sent, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date. 3. The corporation’s estimate of the fair value of the shares. 4. An offer to each shareholder who is entitled to appraisal rights to pay the corporation’s estimate of fair value set forth in subparagraph 3. 5. That, if requested in writing, the corporation will provide to the shareholder so requesting, within 10 days after the date specified in subparagraph 2., the number of shareholders who return the forms by the specified date and the total number of shares owned by them. 6. The date by which the notice to withdraw under s. 607.1323 must be received, which date must be within 20 days after the date specified in subparagraph 2. (c) If not previously provided, be accompanied by a copy of ss. 607.1301 — 607.1340. (1) A shareholder who receives notice pursuant to s. 607.1322 and who wishes to exercise appraisal rights must sign and return the form received pursuant to s. 607.1322(1) and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to s. 607.1322(2)(b)2. Once a shareholder (2) A shareholder who has complied with subsection (1) may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice pursuant to s. 607.1322(2)(b)6. A shareholder who fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent. (3) A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates if required, each by the date set forth in the notice described in s. 607.1322(2), shall not be entitled to payment under ss. (1) If the shareholder states on the form provided in s. 607.1322(1) that the shareholder accepts the offer of the corporation to pay the corporation’s estimated fair value for the shares, the corporation shall make such payment to the shareholder within 90 days after the corporation’s receipt of the form from the shareholder. (2) Upon payment of the agreed value, the shareholder shall cease to have any right to receive any further consideration with respect to such shares. 607.1326 Procedure if shareholder is dissatisfied with offer (1) A shareholder who is dissatisfied with the corporation’s offer as set forth pursuant to s. 607.1322(2)(b)4. must notify the corporation on the form provided pursuant to s. 607.1322(1) of that shareholder’s estimate of the fair value of the shares and demand payment of that estimate plus accrued interest. (2) A shareholder who fails to notify the corporation in writing of that shareholder’s demand to be paid the shareholder’s stated estimate of the fair value plus accrued interest under subsection (1) within the timeframe set forth in s. 607.1322(2)(b)2. waives the right to demand payment under this section and shall be entitled only (1) If a shareholder makes demand for payment under s. 607.1326 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest from the date of the corporate action. If the corporation does not commence the proceeding within the 60-day period, any shareholder who has made a demand pursuant to s. 607.1326 may commence the proceeding in the name of the corporation. (2) The proceeding shall be commenced in the circuit court in the applicable county. If by virtue of the corporate action becoming effective the entity has become a foreign eligible entity without a registered office in this state, the proceeding shall be commenced in the county in this state in which the principal office or registered office of the domestic corporation merged with the foreign eligible entity was located immediately before the time the corporate action became effective. If such entity has, and immediately before the corporate action became effective had, no principal or registered office in this state, then the proceeding shall be commenced in the county in this state in which the corporation has, or immediately before the time the corporate action became effective had, an office in this state. If such entity has, or immediately before the time the corporate action became effective had, no office in this state, the proceeding shall be commenced in the county in which the corporation’s registered office is or was last located. (3) All shareholders, whether or not residents of this state, whose demands remain unsettled shall be made parties to the proceeding as in an action against their shares. The corporation shall serve a copy of the initial pleading in such proceeding upon each shareholder party who is a resident of this state in the manner provided by law for the service of a summons and complaint and upon each nonresident shareholder party by registered or certified mail or by publication as provided by law. (4) The jurisdiction of the court in which the proceeding is commenced under subsection (2) is plenary and exclusive. If it so elects, the court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial. (5) Each shareholder made a party to the proceeding is entitled to judgment for the amount of the fair value of such shareholder’s shares, plus accrued interest, as found by the court. (6) The corporation shall pay each such shareholder the amount found to be due within 10 days after final determination of the proceedings. Upon payment of the judgment, the shareholder shall cease to have any rights to receive any further consideration with respect to such shares other than any amounts ordered to be paid for court costs and attorney fees under s. 607.1331. 607.1331 Court costs and counsel fees (1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of (2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or (b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter. (3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited. (4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including attorney fees. Shares acquired by a corporation pursuant to payment of the agreed value thereof or pursuant to payment of the judgment entered therefor, as provided in this chapter, may be held and disposed of by such corporation as authorized but unissued shares of the corporation, except that, in the case of a merger or share exchange, they may be held and disposed of as the plan of merger or share exchange otherwise provides. The shares of the survivor into which the shares of such shareholders demanding appraisal rights would have been converted had they assented to the merger shall have the status of authorized but unissued shares of the survivor. 607.1333 Limitation on corporate payment (1) No payment shall be made to a shareholder seeking appraisal rights if, at the time of payment, the corporation is unable to meet the distribution standards of s. 607.06401. In such event, the shareholder shall, at the shareholder’s option: (a) Withdraw his, her, or (b) Retain his, her, or her, or (2) The shareholder shall exercise the option under paragraph 607.1340 Other remedies limited (1) A shareholder entitled to appraisal rights under this chapter may not challenge a completed corporate action for which appraisal rights are available unless such corporate action was either: (a) Not authorized and approved in accordance with the applicable provisions of this chapter; or (b) Procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading. (2) Nothing in this section operates to override or supersede the provisions of s. 607.0832.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 20. Indemnification of Directors and Officers of Seacoast The Florida Business Corporation Act, as amended, or the “FBCA,” permits, under certain circumstances, the indemnification of officers, directors, employees and agents of a corporation with respect to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which such person was or is a party or is threatened to be made a party, by reason of his or her being an officer, director, employee or agent of the corporation, or is or was serving at the request of, such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any such third-party action by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person (i) did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation or (ii) with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. In the case of proceedings by or in the right of the corporation, the FBCA permits for indemnification of any person by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of, such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against liability incurred in connection with such proceeding, including appeals thereof; provided, however, that the officer, director, employee or agent acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification is made where such person is adjudged liable, unless a court of competent jurisdiction determines that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that such person is successful on the merits or otherwise in defending against any such proceeding, Florida law provides that he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith. Our Bylaws contain indemnification provisions similar to the FBCA, and further provide that we may purchase and maintain insurance on behalf of directors, officers, employees and agents in their capacities as such, or serving at the request of the corporation, against any liabilities asserted against such persons whether or not we would have the power to indemnify such persons against such liability under our Bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 21. Exhibits and Financial Statement Schedules. (a) List of Exhibits
II-1 II-2 (b) Financial Statement Schedules None. All other schedules for which provision is made in Regulation S-X of the Securities and Exchange Commission are not required under the related restrictions or are inapplicable, and, therefore, have been omitted. (c) Opinion of Financial Furnished as Appendix B to the proxy statement/prospectus, which forms a part of this Registration Statement on Form S-4. Item 22. Undertakings. The undersigned registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. The registrant undertakes that every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed II-3 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stuart and State of Florida, on
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis S. Hudson, III his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and to sign any registration statement (and any post-effective amendments thereto) effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact, agent or his substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
II-5
II-6 |