Seacoast Banking Corporation of Florida (SBCF) to Acquire Professional Holding Corp. (PFHD)

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Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), the holding company of Seacoast National Bank (“Seacoast Bank”), and Professional Holding Corp. (“Professional”) (NASDAQ: PFHD), parent company of Professional Bank, today announced that it has signed a definitive agreement pursuant to which Seacoast will acquire Professional. The proposed transaction will expand Seacoast’s presence in South Florida’s vibrant tri-county market, which includes Miami-Dade, Broward and Palm Beach counties, Florida’s largest MSA and the eighth largest in the nation.

Professional Bank, the sixth-largest bank headquartered in South Florida, operates nine branches in Miami-Dade, Broward and Palm Beach counties, with approximately $2.4 billion in deposits and loans of $2.0 billion as of June 30, 2022. The proposed transaction is a natural continuation of Seacoast’s M&A strategy, adding a premier franchise in one of Florida’s fastest growing markets.

“Professional Bank will be an important addition to Seacoast’s suite of offerings, accelerating our growth strategy and expanding our presence in the attractive South Florida market. With the combined scale, we will bring to market a larger balance sheet, a greater set of digital products and the resources to become the most competitive community bank in South Florida,” said Charles Shaffer, President and CEO. General of Seacoast. “This transaction is expected to be the most accretive in Seacoast’s nearly 100-year history, with a reasonable return on tangible book value dilution of 2.3 years. We look forward to welcoming Professional employees and customers to the Seacoast Franchise.

“Professional Bank and Seacoast have closely aligned cultures with shared business values ​​that are focused on maintaining disciplined underwriting and a strict lending culture,” said Abel Iglesias, President and CEO of Professional Holding. Corp. this acquisition will bring together three customer- and service-oriented banks, with a focus on doing business efficiently. We are excited to join the Seacoast franchise and together become a major presence as one of South Florida’s largest community banks.

Following the acquisition, Mr. Iglesias will join Seacoast as regional president of Miami-Dade.

The proposed transaction illustrates Seacoast’s entry and consolidation strategy in attractive growth markets, low concentration risks and ease of execution that does not distract from its organic strategy. Seacoast expects the transaction to be 11.8% accretive to earnings per share in 2023 and 15.4% in 2024, with modest dilution in tangible book value per share to be recovered in 2.3 year.

transaction details

Under the terms of the acquisition agreement, Professional shareholders are to receive 0.8909 shares of Seacoast common stock for each share of Professional common stock. The exchange ratio for the transaction is fixed, which means that the value of the transaction will fluctuate due to changes in Seacoast’s stock price.

Based on Seacoast’s closing price of $36.75 per share, as of August 5, 2022, the transaction is valued at approximately $488.6 million.

The transaction is expected to close in the first quarter of 2023, following receipt of regulatory approvals, required shareholder approvals and satisfaction of other customary closing conditions. Once the transaction and system integrations are complete, Professional Bank will operate as Seacoast Bank.

Advisors

Piper Sandler & Co. served as financial advisor and Alston & Bird LLP served as legal advisor to Seacoast. Stephens Inc. served as financial advisor and The Gunster Law Firm served as legal advisor to Professional.

Investor conference call

Seacoast will host a conference call on August 8 at 10:00 a.m. Eastern Time to discuss the transaction. Investors can call (toll-free) by dialing (866) 374-5140 (access code: 87929905#; host: Charles Shaffer). The slides will be used on the conference call and can be viewed on Seacoast’s website at www.SeacoastBanking.com by selecting “Presentations” under “News/Events”. A replay of the call will be available for one month, starting the late afternoon of August 8, and will be accessible via a link at www.SeacoastBanking.com under the heading “Company information”, using the access code EV00136654.

About Seacoast Banking Corporation of Florida (NASDAQ: SBCF)

Seacoast Banking Corporation of Florida (NASDAQ: SBCF) is one of the largest community banks headquartered in Florida, with approximately $10.8 billion in assets and $9.2 billion in deposits as of June 30, 2022 Seacoast provides integrated financial services, including business and personal banking, wealth management, and mortgage services to customers at more than 50 full-service branches across Florida, and through mobile and online banking solutions. advances. Seacoast National Bank is the wholly owned subsidiary bank of Seacoast Banking Corporation of Florida. For more information on Seacoast, visit www.SeacoastBanking.com.

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