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Section 1: 8-K (8-K)

8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 11, 2018

 

 

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

 

 

 

Florida    000-13660    59-2260678

(State or Other Jurisdiction

of Incorporation)

   (Commission File Number)   

(IRS Employer

Identification No.)

815 Colorado Avenue, Stuart, Florida    34994
(Address of Principal Executive Offices)    (Zip Code)

Registrant’s telephone number, including area code: (772) 287-4000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01 Other Events

On June 11, 2018, Seacoast Banking Corporation of Florida, a Florida corporation (“Seacoast” or the “Company”) issued a press release announcing that Seacoast and Seacoast’s wholly-owned subsidiary, Seacoast National Bank, a national banking association (“SNB”) had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First Green Bancorp, Inc., a Florida corporation (“First Green”) and First Green Bank, a Florida chartered bank and wholly-owned subsidiary of First Green. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Seacoast will acquire First Green pursuant to the merger of First Green with and into Seacoast (the “Merger”) and the merger of First Green Bank with and into SNB (the “Bank Merger”). At the effective time, Seacoast will be the resulting corporation surviving the Merger and SNB will be the resulting bank surviving the Bank Merger.

Pursuant to General Instruction F to Form 8-K, a copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this reference.

Seacoast will also discuss the Merger and the Bank Merger in a conference call on June 12, 2018 at 10 a.m. Pursuant to General Instruction F to Form 8-K, the slide show presentation related to the Merger and made available in connection with the conference call is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by this reference, and is also available on Seacoast’s Internet website.

All information included in the press release and the slide show presentation is presented as of the respective dates thereof, and Seacoast does not assume any obligation to correct or update such information in the future.

Additional Information

Seacoast and First Green will be filing a proxy statement/prospectus and other relevant documents concerning the Merger with the United States Securities and Exchange Commission (the “SEC”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain these documents free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by Seacoast will be available free of charge by contacting Investor Relations at (772) 288-6085.

The directors, executive officers, and certain other members of management and employees of First Green are participants in the solicitation of proxies in favor of the Merger from the First Green shareholders.

Important Information for Investors and Shareholders

Seacoast will file with the SEC a registration statement on Form S-4 containing a proxy statement of First Green and a prospectus of Seacoast, and Seacoast will file other documents with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of First Green. Investors and shareholders of Seacoast and First Green are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available


because they will contain important information. Investors and shareholders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast’s internet website or by contacting Seacoast.

First Green, its directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed merger. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Notice Regarding Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of First Green in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Seacoast and First Green, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses; the diversion of management time on issues related to the merger; the failure to consummate or any delay in consummating the merger for other reasons; changes in laws or regulations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; the difficulties and risks inherent with entering new markets; and changes in general economic conditions. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Seacoast’s most recent Form 10-K report, Form 10-Q report and to Seacoast’s most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Seacoast or First Green.


Item 9.01. Financial Statements and Exhibits.

(c)     Exhibits.

 

Exhibit No.

  

Description

99.1    Press release issued on June  11, 2018, with respect to the Announcement of the Agreement and Plan of Merger by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, First Green Bancorp, Inc. and First Green Bank.
99.2    Slide Show Presentation made available in connection with the Conference Call related to the Merger on June 12, 2018.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SEACOAST BANKING CORPORATION OF FLORIDA
By:   /s/ Charles M. Shaffer
 

Charles M. Shaffer

Executive Vice President and Chief Financial Officer

Date: June 11, 2018

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

Dennis S. Hudson, III

Chairman and Chief Executive Officer

Seacoast Banking Corporation of Florida

(772) 288-6086

Charles M. Shaffer

Executive Vice President and

Chief Financial Officer

Seacoast Banking Corporation of Florida

(772) 221-7003

FOR IMMEDIATE RELEASE

SEACOAST TO ACQUIRE FIRST GREEN BANCORP, INC.,

EXPANDING ITS PRESENCE IN THE ATTRACTIVE ORLANDO AND FORT LAUDERDALE MARKETS

Acquisition of $731 Million Asset Bank Expected to Be Significantly Earnings-Accretive in 2019; Strengthens Seacoast’s Leadership Position in Florida’s 3rd-Largest and Fastest-Growing Orlando MSA and expands the franchise in Fort Lauderdale

STUART, Fla., June 11, 2018 (GLOBE NEWSWIRE)—Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), the holding company for Seacoast National Bank (“Seacoast Bank”), announced today that it has signed a definitive agreement to acquire First Green Bancorp, Inc., (“First Green”) the holding company for First Green Bank, in a transaction that will expand Seacoast’s presence in the attractive Orlando market and bolster its franchise in Fort Lauderdale.

Pursuant to the terms of the merger agreement, First Green, headquartered in Orlando, will be merged with and into Seacoast, and First Green Bank will be merged with and into Seacoast Bank. Organized in 2009, First Green has deposits of approximately $629 million and loans of $629 million, and will increase Seacoast’s deposits in Orlando by 49% to approximately $1,420 million.

First Green operates seven branches in the Orlando, Daytona, and Fort Lauderdale markets, and will add five branches in the Orlando MSA, increasing Seacoast’s presence, which it entered into with the acquisition of The BANKshares, Inc. in October 2014 and expanded with the acquisition of Floridian Financial Group in March 2016 and BMO Harris’ Orlando banking operations in June 2016.

“This acquisition brings Seacoast a highly complementary banking institution in a transaction with excellent economics, strengthening our position in Orlando, which is already at scale, and our overall franchise in the state,” said Dennis S. Hudson III, Seacoast Chairman and CEO. “First Green builds upon our three previous Orlando acquisitions and subsequent organic growth, adding five branches and increased assets, deposits and distribution to our strong position in Florida’s third largest MSA. We look forward to welcoming First Green’s employees and customers to the Seacoast family.”

“We set out in 2009 to establish a differentiated bank with an environmental and social mission. As we take the next step in our bank’s journey, we are delighted to partner with Seacoast, a highly respected


institution with a more than 90-year history of serving Florida,” said Kenneth E. LaRoe, Founder and Chairman of First Green. “Seacoast is recognized as one of the most innovative community banks in the nation, and we look forward to introducing their innovative suite of mobile and other products to our customers.”

Under the terms of the merger agreement, First Green shareholders will receive 0.7324 shares of Seacoast common stock for each share of First Green common stock. Based on Seacoast’s 10-day volume weighted average price of $31.40 as of June 8, 2018, the transaction is valued at approximately $132.6 million or $23.00 per share (which includes cashing out the First Green options). Closing of the acquisition is expected early in the fourth quarter of 2018 following receipt of approvals from regulatory authorities, the approval of First Green shareholders and the satisfaction of other customary closing conditions.

Seacoast expects the First Green acquisition to be over 10% accretive to earnings per share in 2019, excluding one-time transaction costs, and have a tangible book value earn-back period of less than one year using the crossover method. The transaction also is expected to provide an internal rate of return of over 25 percent.

Orlando, representing Florida’s third largest MSA, is benefiting from an increasingly diversified economy. U.S. Census Bureau data ranked the Orlando MSA eighth in the nation in economic growth in 2017, and Orlando led Florida in job creation last year.

Raymond James & Associates, Inc. served as financial advisor and Alston & Bird LLP served as legal counsel to Seacoast. Hovde Group served as financial advisor and Smith Mackinnon PA served as legal counsel to First Green.

Investor Conference Call

Seacoast will host a conference call on Tuesday, June 12, 2018 at 11:00 a.m. (Eastern Time) to discuss the acquisition. Investors may call in (toll-free) by dialing (888) 424-8151 passcode: 7688 168#. Slides will be used during the conference call and may be accessed at Seacoast’s website at 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 June 12, 2018, by dialing (888) 843-7419 and using passcode 7688 168#.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Seacoast’s website at SeacoastBanking.com. The link is located on the IR Home page under the heading “Webcasts.” Beginning the afternoon of June 12, an archived version of the webcast can be accessed from this same section of the website. The archived webcast will be available for one year.

About Seacoast Banking Corporation of Florida (NASDAQ: SBCF)

Seacoast Banking Corporation of Florida is one of the largest community banks headquartered in Florida with approximately $5.9 billion in assets and $4.7 billion in deposits as of March 31, 2018. The Company provides integrated financial services including commercial and retail banking, wealth management, and mortgage services to customers through advanced banking solutions, 49 traditional branches of its locally-branded wholly-owned subsidiary bank, Seacoast Bank, and five commercial banking centers. Offices stretch from Ft. Lauderdale, Boca Raton and West Palm Beach north through the Daytona Beach area, into Orlando and Central Florida and the adjacent Tampa market, and west to Okeechobee and surrounding counties. More information about the Company is available at SeacoastBanking.com.


Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Seacoast will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a proxy statement of First Green and a prospectus of Seacoast, and Seacoast will file other documents with the SEC with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of First Green. Investors and security holders of Seacoast and First Green are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast’s internet website or by contacting Seacoast.

Seacoast, First Green, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Seacoast is set forth in its proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on April 6, 2018 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Notice Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements about future financial and operating results, cost savings, enhanced revenues, economic and seasonal conditions in our markets, and improvements to reported earnings that may be realized from cost controls and for integration of banks that we have acquired, or expect to acquire, as well as statements with respect to Seacoast’s objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ materially from those set forth in the forward-looking statements.

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements.


You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “support”, “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “further”, “point to,” “project,” “could,” “intend” or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation: the effects of future economic and market conditions, including seasonality; governmental monetary and fiscal policies, as well as legislative, tax and regulatory changes; changes in accounting policies, rules and practices; the risks of changes in interest rates on the level and composition of deposits, loan demand, liquidity and the values of loan collateral, securities, and interest sensitive assets and liabilities; interest rate risks, sensitivities and the shape of the yield curve; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market areas and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; and the failure of assumptions underlying the establishment of reserves for possible loan losses. The risks relating to the proposed First Green merger include, without limitation: the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on issues related to the proposed merger; unexpected transaction costs, including the costs of integrating operations; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time- consuming or costly than expected; the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following the merger being lower than expected; the risk of deposit and customer attrition; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers by competitors; as well as the difficulties and risks inherent with entering new markets.

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, 2017, under “Special Cautionary Notice Regarding Forward-looking Statements” and “Risk Factors”, and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov.

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Section 3: EX-99.2 (EX-99.2)

EX-99.2

Slide 1

Acquisition of First green bancorp, inc. June 12, 2018 Exhibit 99.2


Slide 2

This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements about future financial and operating results, cost savings, enhanced revenues, economic and seasonal conditions in our markets, and improvements to reported earnings that may be realized from cost controls and for integration of banks that we have acquired, or expect to acquire, as well as statements with respect to Seacoast's objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ materially from those set forth in the forward-looking statements. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "support", "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "further", "point to," "project," "could," "intend" or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation: the effects of future economic and market conditions, including seasonality; governmental monetary and fiscal policies, as well as legislative, tax and regulatory changes; changes in accounting policies, rules and practices; the risks of changes in interest rates on the level and composition of deposits, loan demand, liquidity and the values of loan collateral, securities, and interest sensitive assets and liabilities; interest rate risks, sensitivities and the shape of the yield curve; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market areas and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; and the failure of assumptions underlying the establishment of reserves for possible loan losses. The risks relating to the proposed FGB merger include, without limitation: the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on issues related to the proposed merger; unexpected transaction costs, including the costs of integrating operations, severance, professional fees, and other expenses; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following the merger being lower than expected; the risk of deposit and customer attrition; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; as well as the difficulties and risks inherent with entering new markets. 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, 2017, under "Special Cautionary Notice Regarding Forward-looking Statements" and "Risk Factors", and otherwise in our SEC reports and filings. Such reports are available upon request from Seacoast, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov. Cautionary Notice Regarding Forward-Looking Statements


Slide 3

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Seacoast Banking Corporation of Florida ("Seacoast") will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a proxy statement of First Green Bancorp, Inc. (“FGB“ or “First Green”) and a prospectus of Seacoast, and Seacoast will file other documents with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of FGB. Investors and security holders of Seacoast and FGB are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast's internet website or by contacting Seacoast.   Seacoast, FGB, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Seacoast is set forth in its proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on April 6, 2018 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Important Information For Investors And Shareholders


Slide 4

First Green Bancorp, Inc.: Continuation of “Land and Expand” M&A Strategy in Orlando, FL High-Quality Expansion In Attractive Market Expands footprint in Orlando, Florida’s 3rd largest MSA Significantly strengthens Seacoast’s position as the #1 community bank1 by deposit market share in the Orlando MSA, increasing deposits 49% to over $1.4 billion2 High growth potential as Seacoast executes its integration and digital marketing playbook Solidifies presence along attractive, high growth I-4 corridor Anticipated Positive Financial Results 10%+ core EPS accretion in both 2019 and 2020 25%+ internal rate of return Tangible book value dilution earn-back less than one year (crossover method) Adds Scale in Orlando MSA, Strengthens Florida Franchise Overall Branch location overlap creates immediate operating synergy opportunities Opens First Green’s customer base and prospect list to Seacoast’s expanded products and services Expands Seacoast’s loan portfolio and maintains prudent level of diversification 1 ”Community Bank” defined as banks with less than $20 billion in total assets as of most recently reported quarter. 2 Sourced from the FDIC Summary of Deposits Report, as of June 30, 2017


Slide 5

First Green Transaction Summary Transaction Value $132.6 million fully diluted, $23.00 per FGB common share1 Consideration Shareholders will receive 0.7324 shares of Seacoast common stock Options cashed out at the positive difference between $23.00 and the exercise price Closing Expected early fourth quarter 2018 Required Approvals Regulatory authorities FGB shareholders Additional Details and Assumptions FGB shareholders to own approximately 7.7% of Seacoast following transaction Approximately 50%+ cost savings; no revenue synergies assumed Estimated loan credit mark of $18.2 million (2.83% of loans) Estimated interest rate mark of $8.0 million (1.25% of loans) Estimated core deposit intangibles of 1.75% amortized using straight-line method over 10 years 1 Based on Seacoast’s 10-day volume weighted average price of $31.40 as of June 8, 2018


Slide 6

Overview: First Green Bancorp, Inc. Loan & Deposit Composition(1) Assets: $730,979 Gross Loans: $628,683 Deposits: $629,239 Tangible Equity: $77,375 TCE / TA: 10.6% Consolidated MRQ Key Financial Metrics ($000s) Retail Footprint (1) Bank-level regulatory data as of March 31, 2018 Source: S&P Global Market Intelligence LLC MRQ Yield: 5.17% MRQ Cost of Deposits: 0.68% ROAA: 1.10% ROAE: 10.29% NPAs / Assets: 0.07% Efficiency Ratio: 58.68% Net Interest Margin: 4.21%


Slide 7

Prudent Loan Portfolio Mix Maintained Post Consolidation Combined $4,547 million2 Combined Pro Forma Portfolio Mix $629 million1 $3,918 million1 1 Bank-level regulatory data as of March 31, 2018 2 Does not include fair value adjustments 3 Includes estimated impact of pro forma capital adjustments Note: Standalone and Pro Forma C&D & CRE ratios are shown at the holding company level Source: S&P Global Market Intelligence LLC C&D Ratio: 59% CRE Ratio: 190% C&D Ratio: 69% CRE Ratio: 374% C&D Ratio: 64%(3) CRE Ratio: 225%(3)


Slide 8

3rd largest in Florida, 23rd largest in the United States Fast-growing: Orlando MSA’s population grew 18.0% compared to 5.8% nationally in last eight years; is projected to grow 8.2% from 2018 to 2023 compared to 3.5% nationally Diverse set of employers with a significant presence in the MSA: Ranked #1 in the U.S. for Job and Population Growth among large regions Current unemployment rate of 3.1% compared to the national unemployment rate of 3.9% as of April 2018 More than 500,000 higher education students within a 100-mile radius Orlando is an Attractive Florida Market Source: S&P Global Market Intelligence LLC, Bureau of Labor Statistics, Orlando Economic Partnership, Florida Department of Economic Opportunity, Orlando Sentinel


Slide 9

Pro Forma Community Bank1 Deposit Market Share Impact State of Florida Pro Forma Community Bank1 Deposit Market Share Impact Orlando – Kissimmee – Sanford, FL MSA Combined Orlando Presence Increases Deposit Share In Key Market First Green Locations SBCF Locations 1 ”Community Bank” defined as banks with less than $20 billion in total assets as of most recently reported quarter Source: FDIC Summary of Deposits Report, as of June 30, 2017


Slide 10

Branch Proximity Creates Opportunities for Operating Synergies and Enhanced Cost Savings First Green Locations SBCF Locations Central FL Proximity (1) (2) (3) (4) (5) Daytona, FL Proximity (6) Significant branch synergy potential as six out of seven First Green branches are located within three miles of a SBCF branch Branch Detail (3 miles radius) Branch Proximity to closest SBCF Branch (miles) 1 2 3 4 5 6 2.6 0.8 0.6 0.1 1.0 2.9


Slide 11

Agenda Acquisition Strengthens Seacoast’s Franchise In Florida, U.S.’s 3rd Largest State Southwest Florida Pop: 1,570,228 Pop Growth: 9.6% Treasure Coast/ Palm Beach Co. Pop: 1,956,515 Growth: 7.3% I-4 Corridor Pop: 7,128,386 Growth: 8.5% Projected Florida Population Growth, 2015 – 2020* * US Census Data Seacoast Customer Map Orlando MSA West Palm Beach, Ft Lauderdale MSA Port St Lucie MSA Tampa / St. Pete MSA


Slide 12

Transaction Summary: First Green Bancorp, Inc. In-market acquisition expands existing platform in the strategically important Orlando MSA, Florida’s 3rd largest Accelerates Seacoast growth timetable, 10%+ core EPS accretion in 2019 Leverages Seacoast’s proven integration capabilities Strengthens Seacoast’s attractive Florida franchise

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