CapGen has agreed to acquire a 10% stake in Seacoast Banking Corp. of Florida (Nasdaq: SBCF), a commercial bank with approximately $2.1 billion in assets. The deal will be transacted via the purchase of six million common shares at up to $2.50 per share.
Seacoast Banking Corporation of Florida (the “Company”) (Nasdaq: SBCF), a bank holding company whose principal subsidiary is Seacoast National Bank, today announced that it has entered into a letter of intent (the “Letter of Intent”) with CapGen Financial Partners (“CapGen”) pursuant to which an affiliate of CapGen intends to purchase 6,000,000 shares of the Company’s common stock in a public offering (the “CapGen Offering”). CapGen’s designated affiliate intends to purchase shares of Company common stock at the same price at which shares are offered to the public in the Company’s previously announced offering (the “Underwritten Offering”) at a price up to $2.50 per share. CapGen has completed its diligence of the Company, and the letter of intent with CapGen is subject to the execution and delivery of a definitive stock purchase agreement and the registration statement covering the shares offered in the Underwritten Offering and the CapGen Offering becoming effective. The closing of the CapGen Offering is contingent upon CapGen receiving the necessary regulatory approvals, closing of the Company’s Underwritten Offering and to any approvals required of Company shareholders, if any. Upon the closing of the CapGen Offering, CapGen will be entitled to appoint one director to our board of directors. We have also agreed to grant CapGen preemptive rights with respect to further offerings of our common stock for a period of 24 months. The board seat and preemptive rights are subject to CapGen retaining ownership of all shares purchased in the CapGen Offering. The Company also announced that its previously commenced Underwritten Offering has been reduced to 28,500,000 shares of common stock to reflect CapGen’s proposed investment.
Sandler O’Neill & Partners, L.P. is acting as the lead book-running manager, and Fox-Pitt Kelton Cochran Caronia Waller is acting as the co-manager for the Underwritten Offering. Fox-Pitt Kelton Cochran Caronia Waller is acting as the exclusive placement agent for the CapGen Offering.
The Company intends to grant the underwriters in the Underwritten Offering an option to purchase up to an additional 4,275,000 shares sold to cover over-allotments, if any. The Company expects to use the net proceeds from these offerings for general corporate purposes and to add capital to Seacoast National Bank.
A registration statement relating to the securities offered in the Underwritten Offering and the CapGen Offering has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The registration statement on Form S-1 may be accessed through the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus relating to the Underwritten Offering may be obtained from Sandler O’Neill & Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022, or toll free at 866-805-4128; and copies of the prospectuses for the Underwritten Offering and the CapGen Offering may be obtained from Fox-Pitt Kelton Cochran Caronia Waller at 420 Fifth Ave., 5th Floor, New York, NY 10018, by telephone at 212-857-6212 or by fax at 212-849-0582.
Seacoast Banking Corporation of Florida has approximately $2.1 billion in assets. It is one of the largest independent commercial banking organizations in Florida, and is headquartered on Florida’s Treasure Coast.