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

August 8, 2022 8:00 AM EDT

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

Professional Bank, the sixth largest bank headquartered in South Florida, operates nine branches across Miami-Dade, Broward and Palm Beach counties, with deposits of approximately $2.4 billion 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 a strong addition to Seacoast’s breadth 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 digital product set and the resources to become South Florida’s most competitive community bank,” said Charles Shaffer, Seacoast's Chairman and CEO. “This transaction is expected to be the most accretive in Seacoast’s nearly 100-year history, with a reasonable earnback on tangible book value dilution of 2.3 years. We look forward to welcoming Professional’s 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 credit culture,” said Abel Iglesias, President and CEO of Professional Holding Corp. “Importantly, when considering Seacoast’s pending transaction with Apollo, this acquisition will join together three customer-focused and service-oriented banks with a focus on getting business accomplished efficiently. We are thrilled 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, serving as Miami-Dade Regional President.

The proposed transaction exemplifies Seacoast’s strategy of entry into and consolidation within 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 of tangible book value per share that will be earned back in 2.3 years.

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 transaction value will fluctuate as a result of 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.

Closing of the transaction is expected in the first quarter of 2023, following receipt of approvals from regulatory authorities, required shareholder approvals, and the satisfaction of other customary closing conditions. Following completion of the transaction and system integrations, Professional Bank will operate as Seacoast Bank.

Advisors

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

Investor Conference Call

Seacoast will host a conference call August 8th at 10:00 a.m. Eastern Time, to discuss the transaction. Investors may call in (toll-free) by dialing (866) 374-5140 (passcode: 87929905#; host: Charles Shaffer). Slides will be used during the conference call and may be accessed at Seacoast’s website at www.SeacoastBanking.com by selecting “Presentations” under the heading “News/Events.” A replay of the call will be available for one month, beginning late afternoon of August 8th, and can be accessed via a link at www.SeacoastBanking.com under the heading “Corporate Information,” using the passcode 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 commercial and consumer banking, wealth management, and mortgage services to customers at over 50 full-service branches across Florida, and through advanced mobile and online banking solutions. Seacoast National Bank is the wholly-owned subsidiary bank of Seacoast Banking Corporation of Florida. For more information about Seacoast, visit www.SeacoastBanking.com.



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