Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - SEACOAST BANKING CORP OF FLORIDA | g24044e8vkza.htm |
| EX-3.1 - EX-3.1 - SEACOAST BANKING CORP OF FLORIDA | g24044exv3w1.htm |
| EX-10.2 - EX-10.2 - SEACOAST BANKING CORP OF FLORIDA | g24044exv10w2.htm |
| EX-10.1 - EX-10.1 - SEACOAST BANKING CORP OF FLORIDA | g24044exv10w1.htm |
Exhibit 99.1
Seacoast Announces Sale of $50 Million and Funded Commitments for $200 Million for
Mandatorily Convertible Preferred Stock
Mandatorily Convertible Preferred Stock
STUART, Fla, April 9 /PRNewswire-FirstCall/ — Seacoast Banking Corporation of Florida (the
“Company”) (Nasdaq: SBCF), a bank holding company whose principal subsidiary is Seacoast National
Bank (the “Bank”), announced today that it has completed a placement of $50 million of Series B
Mandatorily Convertible Noncumulative Nonvoting Preferred Stock (the “Series B Preferred Stock”)
that will be permanent capital. The Company also entered into binding agreements to sell $200
million of Series C Mandatorily Convertible Noncumulative Nonvoting Preferred Stock (the “Series C
Preferred Stock”), with the investors’ subscription funds held in escrow.
The Series B Preferred Stock and the Series C Preferred Stock (collectively, the “Preferred
Stock”) are identical except for their conversion prices of $1.45 and $1.55, respectively. Shares
of Preferred Stock is mandatorily convertible into shares of the Company’s common stock (the
“Common Stock”) immediately following receipt of the shareholder approvals.
The Company intends to seek shareholder approval, at its annual shareholders’ meeting or at a
special shareholders’ meeting held as soon as possible and by not later than 75 days following the
closing of the Placement, to:
| • | amend the Company’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock to permit the conversion in full of the Preferred Stock and provide available authorized but unissued shares for general corporate purposes; and |
| • | approve the issuance of the Company’s Common Stock upon conversion of the Preferred Stock for purposes of Rule 5635 of the Nasdaq Listing Rules. |
The Series B Preferred Stock is permanent capital to support the Company’s and the Bank’s
capital adequacy and growth, of which approximately $35 million has been received or will be
received on April 10. Approximately $14 million of additional Series B Preferred Stock will be
issued to our largest shareholder, CapGen Capital Group III (“CapGen”), pursuant to a binding sales
agreement, upon Federal Reserve approval of CapGen’s additional investment in the Company.
All proceeds of the Series C Preferred Stock are being held in escrow to support the Bank’s
efforts related to a possible assisted transaction, and will be returned to investors if the
transaction is not completed.
Dennis S. Hudson, III, Chairman of the Company, stated:
“We are very pleased with this offering and appreciative of the
support we received from our largest shareholder, CapGen, and other
long-term institutional investors. This positions us to pursue
opportunities in our markets, and otherwise supports our growth and
financial strength.”
Sandler O’Neill + Partners, L.P. acted as the sole placement agent for the Placement.
The Preferred Stock was offered and sold in private transactions and has not been registered
under the Securities Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.
Seacoast Banking Corporation of Florida has approximately $2.2 billion in assets. It is one of
the largest independent commercial banking organizations domiciled in Florida, and is headquartered
on Florida’s Treasure Coast.
Cautionary Notice Regarding Forward-Looking Statements
Certain of the statements made herein are “forward-looking statements,” within the meaning and
protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, or the Exchange Act.
Forward-looking statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause the actual results, performance, capital, ownership or achievements of the
Company to be materially different from future results, performance or achievements expressed or
implied by such forward-looking statements.
All statements other than statements of historical fact, including all statements regarding
FDIC-assisted transactions, are statements that could be forward-looking statements. You can
identify these forward-looking statements through our use of words such as “may,” “will,”
“anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,”
“estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other
similar words and expressions of the future.
All written or oral forward-looking statements attributable to us are expressly qualified in
their entirety by this cautionary notice, including, without limitation, those risks and
uncertainties described in our annual report on Form 10-K for the year ended December 31, 2009
under “Special Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors,” and
otherwise in our Securities and Exchange Commission (“SEC”) reports and filings. Such reports are
available upon request from the Company, or from the SEC, including through the SEC’s Internet
website at http://www.sec.gov. There is no assurance that the Company will be successful
in acquiring the target institution in a FDIC-assisted transaction.
We have no obligation and do not undertake to update, revise or correct any of the
forward-looking statements after the date hereof, or after the respective dates on which any such
statements otherwise are made.