UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Section 240.14a-12

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Professional Holding Corp.

(Exact name of Registrant as specified in its charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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PROXY STATEMENT/PROSPECTUS

PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Professional Holding Corp.:

On August 7, 2022, Seacoast Banking Corporation of Florida, or Seacoast, Seacoast National Bank, or SNB, Professional Holding Corp., or Professional, and Professional Bank entered into an Agreement and Plan of Merger (which we refer to as the “merger agreement”) that provides for the combination of Seacoast and Professional and their two banks. Under the merger agreement, Professional will merge with and into Seacoast, with Seacoast as the surviving corporation (which we refer to as the “merger”). Immediately following the merger, Professional Bank will merge with and into SNB, with SNB as the surviving bank (which we refer to as the “bank merger”). 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 metropolitan statistical area (“MSA”) in Florida and the eighth largest in the nation.

In the merger, each share of Professional common stock (except for specified shares of Professional common stock held by Professional, Professional Bank, Seacoast or SNB) will be converted into the right to receive 0.8909 of a share of Seacoast common stock (the “exchange ratio”), subject to the payment of cash in lieu of fractional shares (the “merger consideration”).

In the event that, as of the close of business on the fifth business day prior to completion of the merger, Professional’s consolidated tangible shareholders’ equity is less than $224.50 million or Professional Bank’s general allowance for loan and lease losses is less than 0.75% of total loans and leases outstanding (excluding loans originated under the Paycheck Protection Program (“PPP”)), then Seacoast shall have the option to adjust the exchange ratio used to calculate the merger consideration downward or terminate the merger agreement.

The market value of the per share stock consideration will fluctuate with the market price of Seacoast common stock and other factors and will not be known at the time Professional shareholders vote on the merger agreement. Based on the closing price of Seacoast’s common stock on the NASDAQ Global Select Market on November 11, 2022, the last practicable date before the date of this document, the value of the per share merger consideration payable to holders of Professional common stock was approximately $29.15. We urge you to obtain current market quotations for Seacoast (trading symbol “SBCF”).

Based on the current number of shares of Professional common stock outstanding, Seacoast expects to issue up to 12,871,842 shares of common stock to Professional shareholders upon completion of the merger. Immediately following completion of the merger, current Professional shareholders will own approximately 15.3% of the common stock of Seacoast. However, any increase or decrease in the number of shares of Professional common stock outstanding that occurs for any reason prior to the completion of the merger will cause the actual number of shares issued upon completion of the merger to change.

Professional will hold a special meeting of its shareholders in connection with the merger. Holders of Professional common stock will be asked to vote to approve the merger agreement and related matters as described in this proxy statement/prospectus.

The special meeting of Professional shareholders will be held virtually on December 15, 2022 at 1:00 p.m., Eastern Time. The special meeting will be a “virtual meeting” of shareholders, which you can attend at meetnow.global/MFUNXZU.

Professional’s board of directors has determined and declared that the merger agreement, the merger and the transactions contemplated by the merger agreement are advisable and in the best interests of Professional and its shareholders. Professional’s board of directors has unanimously authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement and recommends that Professional shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the Professional special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.

This document, which serves as a proxy statement for the special meeting of Professional shareholders and as a prospectus for the shares of Seacoast common stock to be issued in the merger to Professional shareholders, describes the special meeting of Professional, the merger, the documents related to the merger and other related matters. Please carefully read this entire proxy statement/prospectus, including “Risk Factors,” beginning on page 16, for a discussion of the risks relating to the proposed merger. You also can obtain information about Seacoast and Professional from documents that each has filed with the Securities and Exchange Commission.

Professional shareholders who have questions about the merger should contact Michael C. Sontag at the address or telephone number shown under “Where You Can Find More Information” below.

/s/ Herbert Martens

Herbert Martens
Chairman
Professional Holding Corp.

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, nor any state securities commission or any other bank regulatory agency has approved or disapproved the merger, the issuance of the Seacoast common stock to be issued in the merger, or the other transactions described in this document or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Seacoast or Professional, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is November 14, 2022, and it is first being mailed or otherwise delivered to the shareholders of Professional on or about November 14, 2022.

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 15, 2022

To the Shareholders of Professional Holding Corp.:

Professional Holding Corp. (“Professional”) will hold a special meeting of shareholders at 1:00 p.m., Eastern Time, on December 15, 2022. The special meeting will be a “virtual meeting” of shareholders, which you can attend at meetnow.global/MFUNXZU, where you will be able to participate in the meeting live and vote your shares online. We encourage you to allow ample time for online check-in, which will open at 12:45 p.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person. The special meeting will be held for the following purposes:

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for holders of Professional common stock to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 7, 2022, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Professional Holding Corp. and Professional Bank, pursuant to which Professional will merge with and into Seacoast Banking Corporation of Florida and Professional Bank will merge with and into Seacoast National Bank, as more fully described in the attached proxy statement/prospectus; and

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for holders of Professional common stock to consider and vote upon a proposal to adjourn the Professional special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.

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We have fixed the close of business on November 4, 2022 as the record date for the Professional special meeting. Only holders of record of Professional common stock at that time are entitled to notice of, and to vote at, the Professional special meeting, or any adjournment or postponement of the Professional special meeting. In order for the merger agreement to be approved, a majority of the holders of the outstanding shares of Professional common stock entitled to vote must vote in favor of the proposal to approve the merger agreement. The special meeting may be adjourned from time to time upon approval of holders of Professional common stock without notice other than by announcement at the meeting of the adjournment thereof, and any and all business for which notices hereby given may be transacted at such adjourned meeting.

Holders of Professional common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under Section 607.1302 of the Florida Business Corporation Act.

Your vote is very important.   We cannot complete the merger unless Professional’s shareholders approve the merger agreement.

Regardless of whether you plan to virtually attend the Professional special meeting, please vote as soon as possible. If you hold stock in your name as a shareholder of record, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid return envelope as described on the proxy card, or vote online or by phone, as indicated on the proxy card. If you hold your stock in “street name” through a bank, broker, or other nominee, please follow the instructions on the voting instruction card furnished by the record holder.

The enclosed proxy statement/prospectus provides a detailed description of the special meeting, the merger, the documents related to the merger, including the merger agreement, and other related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices carefully and in their entirety. If you have any questions concerning the merger or the proxy statement/prospectus, would like additional copies of the proxy statement/

 

 

prospectus or need help voting your shares of Professional common stock, please contact Michael C. Sontag at the address or telephone number shown under “Where You Can Find More Information” below.

Professional’s board of directors has determined and declared that the merger agreement, the merger and the transactions contemplated by the merger agreement are advisable and in the best interests of Professional and its shareholders; has unanimously authorized, adopted and approved the merger agreement, the merger and the transactions contemplated by the merger agreement; and recommends that Professional shareholders vote “FOR” the proposal to approve the merger agreement and “FOR” the proposal to adjourn the Professional special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the merger agreement.

By Order of the Board of Directors,

/s/ Herbert Martens

Herbert Martens
Chairman

Coral Gables, Florida

November 14, 2022

 

 

WHERE YOU CAN FIND MORE INFORMATION

Seacoast Banking Corporation of Florida

Seacoast files annual, quarterly, current and special reports, proxy statements and other business and financial information with the Securities and Exchange Commission (the “SEC”) electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from Seacoast by accessing Seacoast’s website at www.seacoastbanking.com. Copies can also be obtained, free of charge, by directing a written request to:

Seacoast Banking Corporation of Florida
815 Colorado Avenue
P.O. Box 9012
Stuart, Florida 34994
Attn: Investor Relations
Telephone: (772) 288-6085

Seacoast has filed a Registration Statement on Form S-4 to register with the SEC up to 12,871,842 shares of Seacoast common stock to be issued pursuant to the merger. This proxy statement/prospectus is a part of that Registration Statement on Form S-4. As permitted by SEC rules, this proxy statement/​prospectus does not contain all of the information included in the Registration Statement on Form S-4 or in the exhibits or schedules to the Registration Statement on Form S-4. The Registration Statement on Form S-4, including any amendments, schedules and exhibits, is also available, free of charge, by accessing the websites of the SEC and Seacoast or upon written request to Seacoast at the address set forth above.

Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the Registration Statement on Form S-4. This proxy statement/prospectus incorporates important business and financial information about Seacoast that is not included in or delivered with this document, including incorporating by reference documents that Seacoast has previously filed with the SEC. These documents contain important information about Seacoast and its financial condition. See “Documents Incorporated by Reference” beginning on page 110. These documents are available free of charge upon written request to Seacoast at the address listed above.

To obtain timely delivery of these documents, you must request them no later than December 8, 2022 in order to receive them before the Professional special meeting of shareholders.

Except where the context otherwise specifically indicates, Seacoast supplied all information contained in, or incorporated by reference into, this proxy statement/prospectus relating to Seacoast, and Professional supplied all information contained in this proxy statement/prospectus relating to Professional.

Professional

Professional files annual, quarterly, current and special reports, proxy statements and other business and financial information with the SEC electronically, and the SEC maintains a website located at http://www.sec.gov containing this information. You will also be able to obtain these documents, free of charge, from Professional by accessing Professional’s website at https://proholdco.com.

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of Professional common stock, please contact Professional at:

Professional Holding Corp.
396 Alhambra Circle, Suite 255
Coral Gables, Florida 33134
Attn: Michael C. Sontag, Secretary
Telephone: (786) 483-1757

 

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As permitted by SEC rules, this proxy statement/prospectus does not contain all of the information included in the Registration Statement on Form S-4 or in the exhibits or schedules to the Registration Statement on Form S-4. The Registration Statement on Form S-4, including any amendments, schedules and exhibits, is also available, free of charge, by accessing the websites of the SEC and Professional or upon written request to Professional at the address set forth above.

Statements contained in this proxy statement/prospectus as to the contents of any contract or other documents referred to in this proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the Registration Statement on Form S-4. This proxy statement/prospectus incorporates important business and financial information about Professional that is not included in or delivered with this document, including incorporating by reference documents that Professional has previously filed with the SEC. These documents contain important information about Professional and its financial condition. See “Documents Incorporated by Reference” beginning on page 110. These documents are available free of charge upon written request to Professional at the address listed above.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement/​prospectus. No one has been authorized to give any information or make any representation about the merger or Seacoast or Professional that differs from, or adds to, the information in this proxy statement/prospectus or in documents that are incorporated by reference herein and publicly filed with the SEC. Therefore, if anyone does give you different or additional information, you should not rely on it. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the date of this proxy statement/prospectus, and you should not assume that any information incorporated by reference into this document is accurate as of any date other than the date of such other document, and neither the mailing of this proxy statement/prospectus to Professional shareholders nor the issuance of Seacoast common stock in the merger shall create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this proxy statement/prospectus, or the solicitation of a proxy, in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer, solicitation of an offer or proxy solicitation in such jurisdiction.

 

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TABLE OF CONTENTS

 

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APPENDICES:

We have not authorized any person to give any information or make any representation about the merger or Seacoast Banking Corporation of Florida or Professional Holding Corp. that differs from, or adds to, the information in this proxy statement/prospectus or in documents that are publicly filed with the SEC. Therefore, if anyone does give you different or additional information, you should not rely on it.

 

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are answers to certain questions that you may have regarding the special meeting and merger. The parties urge you to read carefully the remainder of this document because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document. In this proxy statement/prospectus we refer to Seacoast Banking Corporation of Florida as “Seacoast,” Seacoast National Bank as “SNB,” and Professional Holding Corp. as “Professional.”

Q:

Why am I receiving this proxy statement/prospectus?

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A:

Seacoast, SNB, Professional, and Professional Bank have entered into an Agreement and Plan of Merger, dated as of August 7, 2022 (which we refer to as the “merger agreement”), pursuant to which Professional will merge with and into Seacoast, with Seacoast continuing as the surviving company. Immediately following the merger, Professional Bank, a wholly owned bank subsidiary of Professional, will merge with and into Seacoast’s wholly owned bank subsidiary, SNB, with SNB continuing as the surviving bank and using the name “Seacoast National Bank” ​(the “bank merger”). A copy of the merger agreement is included in this proxy statement/prospectus as Appendix A.

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The merger cannot be completed unless, among other things, the holders of a majority of the outstanding shares of Professional common stock entitled to vote in favor of the proposal to approve the merger agreement.

Professional will hold a special meeting to obtain this approval. This proxy statement/prospectus contains important information about the merger and another proposal being voted on at the special meeting, and you should read it carefully. It is a proxy statement because Professional’s board of directors is soliciting proxies from its shareholders. It is a prospectus because Seacoast will issue shares of Seacoast common stock to holders of Professional common stock in connection with the merger. The enclosed materials allow you to have your shares voted by proxy without virtually attending the Professional meeting. Your vote is important. We encourage you to vote as soon as possible.

Q:

What will I receive in the merger?

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A:

If the merger is completed, for each share of Professional common stock that you hold immediately prior to the effective time of the merger, you will receive 0.8909 shares of Seacoast common stock, which we refer to as the exchange ratio. In the event that, as of the close of business on the fifth business day prior to completion of the merger, Professional’s consolidated tangible shareholders’ equity is less than $224.50 million or Professional Bank’s general allowance for loan and lease losses is less than 0.75% of total loans and leases outstanding, then Seacoast shall have the option to adjust the exchange ratio used to calculate the merger consideration downward or terminate the merger agreement.

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Seacoast will not issue any fractional shares of Seacoast common stock in the merger. Rather, Professional shareholders who would otherwise be entitled to a fractional share of Seacoast common stock upon the completion of the merger will instead receive cash (without interest and rounded to the nearest whole cent) in an amount equal to such fractional part of a share of Seacoast common stock, rounded to the nearest one hundredth of a share, multiplied by the average of the daily volume weighted average price of Seacoast common stock on the NASDAQ Global Select Market for the ten (10) trading days ending on the trading day immediately prior to the determination date. The determination date is defined as the later of the date on which the last required regulatory consent is obtained without regard to any requisite waiting period or the date on which the Professional shareholder approval is obtained.

Q:

Will the value of the merger consideration change between the date of this proxy statement/prospectus and the time the merger is completed?

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A:

Yes, because the exchange ratio is fixed, the value of the merger consideration will fluctuate between the date of this proxy statement/prospectus and the completion of the merger based upon the market value of Seacoast common stock and certain other adjustments. Any fluctuation in the market price of

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Seacoast common stock after the date of this proxy statement/prospectus will change the value of the shares of Seacoast common stock that Professional shareholders will receive.

Q:

How does Professional’s board of directors recommend that I vote at the special meeting?

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A:

Professional’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger agreement and “FOR” the adjournment proposal.

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Q:

When and where is the special meeting?

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A:

The Professional special meeting will be held virtually on December 15, 2022, at 1:00 p.m., Eastern Time. The special meeting will be a “virtual meeting” of shareholders, which you can attend at meetnow.global/MFUNXZU (the “special meeting website”), where you will be able to participate in the meeting live and vote your shares online. To access the special meeting website, you will need the 15-digit control number included on your proxy card or voting instruction form. If you hold shares through a bank, broker, or other nominee in “street name”, you will need the 15-digit control number found on the voting instruction form provided by your bank, broker, or other nominee in order to attend the special meeting via the special meeting website. You may not vote shares held in “street name” by voting virtually at the special meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee. We encourage you to allow ample time for online check-in, which will open at 12:45 p.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person.

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Q:

How do I access the special meeting through the special meeting website?

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A:

The special meeting website can be accessed by visiting meetnow.global/MFUNXZU. Professional shareholders of record as of the record date will need the 15-digit control number found on their proxy card in order to access the special meeting website. Professional shareholders who hold their shares through a bank, broker, or other nominee in “street name” will need the 15-digit control number found on the voting instruction form provided by their bank, broker, or other nominee in order to attend the special meeting via the special meeting website. We encourage you to allow ample time for online check-in, which will open at 12:45 p.m., Eastern Time.

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Q:

Who can vote at the special meeting of shareholders?

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A:

Holders of record of Professional common stock at the close of business on November 4, 2022, which is the date that the Professional board of directors has fixed as the record date for the special meeting, are entitled to vote at the special meeting.

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Q:

What do I need to do now?

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A:

After you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly so that your shares are represented and voted at the special meeting. If you hold your shares in your name as a shareholder of record, you must complete, sign, date and mail your proxy card in the enclosed postage-paid return envelope, or vote online or by phone, as indicated on your proxy card, as soon as possible. If you hold your shares in “street name” through a bank, broker, or other nominee, you must direct your bank, broker, or other nominee how to vote in accordance with the instructions you have received from your bank, broker, or other nominee. “Street name” shareholders who wish to vote virtually at the special meeting will need to obtain a “legal proxy” from the institution that holds their shares.

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Q:

What constitutes a quorum for the special meeting?

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A:

The presence at the special meeting, virtually or by proxy, of holders of a majority of the outstanding shares of Professional common stock will constitute a quorum for the transaction of business. Abstentions, if any, will be included in determining the number of shares present at the meeting for the purpose of determining the presence of a quorum.

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Q:

What is the vote required to approve each proposal?

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A:

Approval of the merger agreement requires the affirmative vote of the holders of a majority of the

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outstanding shares of Professional common stock entitled to vote on the merger agreement as of the close of business on November 4, 2022, the record date for the special meeting. If you (1) fail to submit a proxy or vote virtually at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the merger proposal.

The adjournment proposal will be approved if the votes of Professional common stock cast in favor of the adjournment proposal exceed the votes cast against the adjournment proposal. If you (1) fail to submit a proxy or vote virtually at the special meeting, or (2) mark “ABSTAIN” on your proxy, it will have no effect on the adjournment proposal.

Q:

Why is my vote important?

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A:

If you do not submit a proxy or vote virtually, it may be more difficult for Professional to obtain the necessary quorum to hold its special meeting. In addition, your failure to submit a proxy or vote virtually, or your abstention, will have the same effect as a vote against approval of the merger agreement. The merger agreement must be approved by the affirmative vote of a majority of the outstanding shares of Professional common stock entitled to vote on the merger agreement. Professional’s board of directors unanimously recommends that you vote “FOR” the proposal to approve the merger agreement.

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Q:

How many votes do I have?

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A:

You are entitled to one vote for each share of Professional common stock that you owned as of the close of business on the record date. As of the close of business on the record date, 13,814,427 shares of Professional common stock were outstanding and entitled to vote at the Professional special meeting.

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Q:

Do Professional directors and executive officers have interests in the merger that are different from, or in addition to, my interests?

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A:

Yes. In considering the recommendation of Professional’s board of directors with respect to the merger agreement, you should be aware that some of Professional’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Professional’s shareholders generally. Interests of certain officers and directors that may be different from or in addition to the interests of Professional’s shareholders include but are not limited to the receipt of continued indemnification and insurance coverage under the merger agreement and the payment of change in control payments or other compensation to certain executives.

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Q:

If my shares are held in “street name” by my bank, broker, or other nominee, will my bank, broker, or other nominee automatically vote my shares for me?

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A:

No. Your bank, broker, or other nominee cannot vote your shares without instructions from you. You should instruct your bank, broker, or other nominee how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank, broker, or other nominee.

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Q:

What if I abstain from voting or fail to instruct my bank, broker, or other nominee?

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A:

If you (1) fail to submit a proxy or vote virtually at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the proposal to approve the merger agreement, it will have the same effect as a vote “AGAINST” the merger proposal. If you (1) fail to submit a proxy or vote virtually at the special meeting, (2) mark “ABSTAIN” on your proxy, or (3) fail to instruct your bank, broker, or other nominee how to vote with respect to the adjournment proposal, it will have no effect on the adjournment proposal.

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Q:

Can I attend the special meeting and vote my shares in person?

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A:

No. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person. All Professional shareholders, including shareholders of record and shareholders who hold their shares through nominees or other holders of record, are invited to virtually attend the special meeting pursuant to the instructions at meetnow.global/MFUNXZU, where

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you will be able to participate in the meeting live and vote your shares. Professional shareholders of record as of the record date will need the 15-digit control number found on their proxy card in order to access the special meeting website. Professional shareholders who hold their shares through a bank, broker, or other nominee in “street name” will need the 15-digit control number found on the voting instruction form provided by their bank, broker, or other nominee in order to attend and vote at the special meeting via the special meeting website. You may not vote shares held in “street name” by voting virtually at the special meeting unless you obtain a “legal proxy” from your bank, broker, or other nominee.

Q:

Can I change my vote?

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A:

Yes. If you are a holder of record of Professional common stock, you may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date, (2) delivering a written revocation letter to Professional’s Secretary, or (3) virtually attending the special meeting, notifying the Secretary, and voting virtually at the special meeting. Virtual attendance at the special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by Professional’s Secretary after the vote will not affect the vote. Professional’s Secretary’s mailing address is: Professional Holding Corp., 396 Alhambra Circle, Suite 255, Coral Gables, Florida 33134. If you hold your shares in street name with a bank, broker, or other nominee, you must follow the directions you receive from your bank, broker, or other nominee to change your vote. You may also change your vote by obtaining a legal proxy from your bank, broker, or other nominee and voting your shares virtually at the special meeting. Your last vote will be the vote that is counted.

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Q:

What are the U.S. federal income tax consequences of the merger to holders of Professional common stock?

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A:

The merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code.” Holders of Professional common stock are not expected to recognize any gain or loss for U.S. federal income tax purposes on the shares of Seacoast common stock they receive in the merger. However, holders of Professional common stock may recognize gain or loss on any cash received instead of a fractional share of Seacoast common stock assuming that the cash received is not treated as a dividend.

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For further information, see “The Merger — Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 67.

The U.S. federal income tax consequences described above may not apply to all holders of Professional stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

Q:

Are Professional shareholders entitled to appraisal rights?

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A:

No. Holders of Professional common stock are not entitled to appraisal or dissenters’ rights with respect to the merger under Section 607.1302 of the Florida Business Corporation Act.

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Q:

As a Professional shareholder, should I send in my stock certificates now?

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A:

No. Please do not send in your Professional stock certificates with your proxy. Seacoast’s transfer agent, Continental Stock Transfer and Trust Company, will send you instructions for exchanging Professional stock certificates for the applicable merger consideration after the merger has been consummated. See “The Merger Agreement — Exchange Procedures” beginning on page 7 of this proxy statement/prospectus.

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Q:

What should I do if I hold my shares of Professional stock in book-entry form?

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A:

You are not required to take any specific actions if your shares of Professional stock are held in book-entry form. After the completion of the merger, shares of Professional stock held in book-entry form automatically will be exchanged for the merger consideration, including shares of Seacoast common stock in book-entry form and any cash to be paid in exchange for fractional shares in the merger.

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Q:

Whom may I contact if I cannot locate my Professional stock certificate(s)?

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A:

If you are unable to locate your original Professional stock certificate(s), you should contact Professional’s transfer agent, Computershare, at 150 Royall St., Suite 101, Canton MA 02021, or at 502-315-9445. Following the merger, any inquiries should be directed to Seacoast’s transfer agent, Continental Stock Transfer and Trust Company, at 1 State Street, 30th Floor, New York, New York 10004, or at (212) 509-4000.

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Q:

When do you expect to complete the merger?

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A:

Seacoast and Professional expect to complete the merger in the first quarter of 2023. However, neither Seacoast nor Professional can assure you when or if the merger will occur. Professional must first obtain the approval of Professional shareholders for the merger and Seacoast must receive the necessary regulatory approvals.

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Q:

Whom should I call with questions?

​

A:

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of Professional common stock, please contact: Michael C. Sontag at the address or telephone number shown under “Where You Can Find More Information” above.

​

 

5

 

6

 

7

 

Date

​

​

Seacoast closing sale price

​

​

Equivalent Professional per share value

​

August 5, 2022

​

​

​

$

36.75

​

​

​

​

$

32.74

​

​

November 11, 2022

​

​

​

$

32.72

​

​

​

​

$

29.15

​

​

8

 

9

 

​

10

 

11

 

​

12

 

13

 

​

​

​

Seacoast Common Stock

​

​

​

​

High

​

​

Low

​

​

Dividends

​

2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

30.87

​

​

​

​

$

13.30

​

​

​

​

$

—

​

​

Second Quarter

​

​

​

$

25.89

​

​

​

​

$

16.02

​

​

​

​

$

—

​

​

Third Quarter

​

​

​

$

22.23

​

​

​

​

$

17.00

​

​

​

​

$

—

​

​

Fourth Quarter

​

​

​

$

30.26

​

​

​

​

$

17.62

​

​

​

​

$

—

​

​

2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

40.93

​

​

​

​

$

28.52

​

​

​

​

$

—

​

​

Second Quarter

​

​

​

$

38.87

​

​

​

​

$

33.00

​

​

​

​

$

0.13

​

​

Third Quarter

​

​

​

$

34.56

​

​

​

​

$

29.28

​

​

​

​

$

0.13

​

​

Fourth Quarter

​

​

​

$

38.48

​

​

​

​

$

32.38

​

​

​

​

$

0.13

​

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

39.31

​

​

​

​

$

32.40

​

​

​

​

$

0.13

​

​

Second Quarter

​

​

​

$

35.96

​

​

​

​

$

30.82

​

​

​

​

$

0.17

​

​

Third Quarter

​

​

​

$

36.92

​

​

​

​

$

30.12

​

​

​

​

$

0.17

​

​

Fourth Quarter (through November 9, 2022)

​

​

​

$

32.91

​

​

​

​

$

29.05

​

​

​

​

$

—

​

​

14

 

​

​

​

Professional Common Stock

​

​

​

​

High

​

​

Low

​

​

Dividends

​

2020

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter(a)

​

​

​

$

20.00

​

​

​

​

$

14.24

​

​

​

​

$

—

​

​

Second Quarter

​

​

​

$

17.75

​

​

​

​

$

12.70

​

​

​

​

$

—

​

​

Third Quarter

​

​

​

$

14.35

​

​

​

​

$

10.45

​

​

​

​

$

—

​

​

Fourth Quarter

​

​

​

$

18.00

​

​

​

​

$

13.34

​

​

​

​

$

—

​

​

2021

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

19.22

​

​

​

​

$

14.97

​

​

​

​

$

—

​

​

Second Quarter

​

​

​

$

20.46

​

​

​

​

$

17.58

​

​

​

​

$

—

​

​

Third Quarter

​

​

​

$

18.64

​

​

​

​

$

17.08

​

​

​

​

$

—

​

​

Fourth Quarter

​

​

​

$

19.74

​

​

​

​

$

18.48

​

​

​

​

$

—

​

​

2022

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

First Quarter

​

​

​

$

23.70

​

​

​

​

$

19.29

​

​

​

​

$

—

​

​

Second Quarter

​

​

​

$

23.92

​

​

​

​

$

18.79

​

​

​

​

$

—

​

​

Third Quarter

​

​

​

$

31.25

​

​

​

​

$

19.33

​

​

​

​

$

—

​

​

Fourth Quarter (through November 9, 2022)

​

​

​

$

28.33

​

​

​

​

$

25.58

​

​

​

​

$

—

​

​

15

 

RISK FACTORS

An investment by Professional’s shareholders in Seacoast common stock as a result of the exchange of shares of Professional common stock for shares of Seacoast common stock in the merger involves certain risks. Certain material risks and uncertainties connected with the merger agreement, including the merger and bank merger, and ownership of Seacoast common stock are discussed below. In addition, Seacoast and Professional discuss certain other material risks connected with the ownership of Seacoast common stock and with Seacoast’s business, and with the ownership of Professional common stock and Professional’s business, respectively, under the caption “Risk Factors” appearing in their respective Annual Reports on Form 10-K most recently filed with the SEC and may include additional or updated disclosures of such material risks in their subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed with the SEC or may be filed with the SEC after the date of this proxy statement/prospectus, each of which reports is or will be incorporated by reference in this proxy statement/prospectus.

Holders of Professional common stock should carefully read and consider all of these risks and all other information contained in this proxy statement/prospectus, including the discussions of risk factors included in the documents incorporated by reference in this proxy statement/prospectus, in deciding whether to vote for approval of the proposals on which they may be entitled to vote at the special meeting described herein. The risks described in this proxy statement/prospectus and in those documents incorporated by reference may adversely affect the value of Seacoast common stock that you, as an existing Professional shareholder, will hold upon the completion of the merger, and could result in a significant decline in the value of Seacoast common stock and cause the holders of Professional common stock to lose all or part of their respective investments.

Risks Associated with the Merger

The market price of Seacoast common stock after the merger may be affected by factors different from those currently affecting Professional or Seacoast.

The businesses of Seacoast and Professional differ in some respects and, accordingly, the results of operations of the combined company and the market price of Seacoast’s shares of common stock after the merger may be affected by factors different from those currently affecting the independent results of operations of each of Seacoast and Professional. For a discussion of the business of Seacoast and of certain factors to consider in connection with that business, see the documents incorporated by reference into this proxy statement/prospectus and referred to under “Documents Incorporated by Reference” beginning on page 110.

Because the sale price of Seacoast common stock will fluctuate, you cannot be sure of the value of the per share stock consideration that you will receive in the merger until the closing.

Under the terms of the merger agreement, each share of Professional common stock outstanding immediately prior to the effective time of the merger (excluding shares of Professional common stock owned by Professional, Seacoast, Professional Bank, or SNB) will be converted into the right to receive 0.8909 shares of Seacoast common stock (plus cash in lieu of fractional shares), which is subject to adjustment based on the value of Professional’s consolidated tangible shareholders’ equity. The value of the shares of Seacoast common stock to be issued to Professional shareholders in the merger will fluctuate between now and the closing date of the merger due to a variety of factors, including general market and economic conditions, changes in the parties’ respective businesses, operations and prospects and regulatory considerations, among other things. Many of these factors are beyond the control of Seacoast and Professional. We make no assurances as to whether or when the merger will be completed. Professional shareholders should obtain current sale prices for shares of Seacoast common stock before voting their shares of Professional common stock at the special meeting.

The merger will not be completed unless important conditions are satisfied or waived, including approval by Professional shareholders.

Specified conditions set forth in the merger agreement must be satisfied or waived to complete the merger. If the conditions are not satisfied or waived, to the extent permitted by law or stock exchange rules, the merger will not occur or will be delayed, and each of Seacoast and Professional may lose some or all

 

16

 

of the intended benefits of the merger. The following conditions, in addition to other closing conditions, must be satisfied or waived, if permissible, before Seacoast and Professional are obligated to complete the merger:

•

The merger agreement and the transactions contemplated thereby must have been approved by the affirmative vote of a majority of the outstanding voting shares of Professional common stock;

​

•

All regulatory consents required to consummate the transactions contemplated by the merger agreement must have been obtained and all waiting periods required by law must have expired and such consents must not be subject to any condition or consequence that would have a material adverse effect on Seacoast or any of its subsidiaries, including SNB, after the effective time of the merger;

​

•

No order issued by any governmental authority preventing the consummation of the merger shall be in effect and no law or order shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits, restrains or makes illegal the consummation of the merger;

​

•

The registration statement (of which this proxy statement/prospectus is a part) registering shares of Seacoast common stock to be issued in the merger must have been declared effective, no stop order may have been issued by the SEC, and no action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement shall have been initiated and be continuing;

​

•

Since the date of the merger agreement, no fact, circumstance or event shall have occurred that has had or is reasonably likely to have a material adverse effect on either party;

​

•

Certain directors and executives of Professional and Professional Bank shall have entered into claims letters and/or restrictive covenant agreements;

​

•

Professional’s consolidated tangible shareholders’ equity as of the close of business on the fifth business day prior to the closing date shall not be less than $224.50 million, less the impact of after-tax permitted expenses, and Professional Bank’s general allowance for loan and lease losses shall not be less than 0.75% of total loans and leases outstanding (excluding loans originated under the PPP);

​

•

Seacoast shall have received from its tax counsel a U.S. federal income tax opinion that the merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code; and

​

•

The shares of Seacoast common stock to be issued pursuant to the merger shall have been approved for listing on NASDAQ, and the shares of Seacoast common stock to be issued upon the exercise of substitute Seacoast options shall have been reserved for issuance and approved for listing on NASDAQ.

​

For a more detailed description of the conditions set forth in the merger agreement that must be satisfied or waived to complete the merger, see “The Merger Agreement — Conditions to Completion of the Merger” beginning on page 86.

Shares of Seacoast common stock to be received by holders of Professional common stock as a result of the merger will have rights different from the shares of Professional common stock.

Upon completion of the merger, the rights of former Professional shareholders will be governed by the articles of incorporation, as amended, and bylaws of Seacoast. The rights associated with Professional common stock are different from the rights associated with Seacoast common stock, although both companies are organized under Florida law. See “Comparison of Shareholders’ Rights” beginning on page 90 for a discussion of the different rights associated with Seacoast common stock.

Professional shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Professional shareholders currently have the right to vote in the election of the board of directors of Professional and on other matters affecting Professional. Upon the completion of the merger, Professional’s shareholders will be shareholders of Seacoast with a percentage ownership of Seacoast that is smaller than such shareholders’ current percentage ownership of Professional. It is currently expected that the former shareholders of Professional as a group will receive shares in the merger constituting approximately 15.3%

 

17

 

of the outstanding shares of the combined company’s common stock immediately after the merger. Because of this, Professional shareholders will have less influence on the management and policies of the combined company than they now have on the management and policies of Professional.

Holders of Professional common stock will not have appraisal rights or dissenters’ rights in the merger.

Appraisal rights (also known as dissenters’ rights) are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction.

Under Section 607.1302 of the FBCA, the holders of Professional common stock will not be entitled to appraisal or dissenters’ rights in connection with the merger if, on the record date for the Professional special meeting, Professional’s shares are listed on a national securities exchange. Professional common stock is currently listed on the NASDAQ, a national securities exchange, and is expected to continue to be so listed on the record date for the Professional special meeting. In addition, the holders of Professional common stock will receive shares of Seacoast common stock as consideration in the merger, which shares are currently listed on the NASDAQ, and are expected to continue to be so listed at the effective time. Accordingly, the holders of Professional common stock are not entitled to any appraisal or dissenters’ rights in connection with the merger.

The unaudited pro forma combined condensed financial information included in this proxy statement/​prospectus is preliminary and the actual financial condition and results of operations of the combined company after the merger may differ materially.

The unaudited pro forma combined condensed financial information in this proxy statement/​prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial information reflects adjustments, which are based upon preliminary estimates, to record the Professional identifiable assets acquired and liabilities assumed by Seacoast at fair value and the resulting goodwill recognized. The fair value estimates reflected in this proxy statement/prospectus are preliminary, and final amounts will be based upon the actual consideration and the fair value of the assets and liabilities of Professional as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement/prospectus. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 24.

Seacoast and Professional will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees, customers, suppliers and vendors may have an adverse effect on the business, financial condition and results of operations of Professional and Seacoast. These uncertainties may impair Seacoast’s or Professional’s ability to attract, retain and motivate key personnel, depositors and borrowers pending the consummation of the merger, as such personnel, depositors and borrowers may experience uncertainty about their future roles following the consummation of the merger. Additionally, these uncertainties could cause customers (including depositors and borrowers), suppliers, vendors and others who deal with Seacoast or Professional to seek to change existing business relationships with Seacoast or Professional or fail to continue existing relationships. In addition, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the merger.

Each of Seacoast and Professional has a small number of key personnel. The pursuit of the merger and the preparation for the integration of the two companies following the merger may place a burden on each company’s management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could have a material adverse effect on each company’s business, financial condition and results of operations.

 

18

 

In addition, the merger agreement restricts Professional from taking certain actions without Seacoast’s consent while the merger is pending. These restrictions may, among other matters, prevent Professional from pursuing otherwise attractive business opportunities, selling assets, incurring indebtedness, engaging in significant capital expenditures in excess of certain limits set forth in the merger agreement, entering into other transactions or making other changes to Professional’s business prior to consummation of the merger or termination of the merger agreement. These restrictions could have a material adverse effect on Professional’s business, financial condition and results of operations. Please see the section entitled “The Merger Agreement — Conduct of Business Pending the Merger” beginning on page 77 for a description of the covenants applicable to Professional and Seacoast.

Seacoast may fail to realize the cost savings estimated for the merger.

Although Seacoast estimates that it will realize cost savings from the merger when fully integrated, it is possible that the estimates of the potential cost savings could turn out to be incorrect. For example, the combined purchasing power may not be as strong as expected, and therefore the cost savings could be reduced. In addition, unanticipated growth in Seacoast’s business may require Seacoast to continue to operate or maintain some facilities or support functions that are currently expected to be combined or reduced. The cost savings estimates also depend on Seacoast’s ability to combine the businesses of Seacoast and Professional in a manner that permits those costs savings to be realized. If the estimates turn out to be incorrect or Seacoast is not able to combine the two companies successfully, the anticipated cost savings may not be fully realized or realized at all, or may take longer to realize than expected.

The combined company expects to incur substantial expenses related to the merger.

The combined company expects to incur substantial expenses in connection with completing the merger and combining the business, operations, networks, systems, technologies, policies and procedures of Seacoast and Professional. Although Seacoast and Professional have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the merger could, particularly in the near term, exceed the savings that the combined company expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the completion of the merger. In addition, prior to completion of the merger, each of Professional and Seacoast will incur or have incurred substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, Seacoast and Professional would have to recognize these expenses without realizing the anticipated benefits of the merger.

Seacoast and Professional may waive one or more of the conditions to the merger.

Prior to or at the effective time of the merger, either party has the right to waive any default in the performance of any term of the merger agreement by the other party, to waive or extend the time for the compliance or fulfillment by the other party of any and all of such other party’s obligations under the merger agreement, and to waive any or all of the conditions to its obligations under the merger agreement.

The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

It is expected that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the obligation of Seacoast to complete the merger is conditioned upon the receipt of a U.S. federal income tax opinion to that effect from Seacoast’s tax counsel. This tax opinion represents the legal judgment of counsel rendering the opinion and is not binding on the Internal Revenue Service or the courts. If the merger does not qualify as a tax-free reorganization, then the holders of shares of Professional common stock will recognize any gain with respect to the entire consideration received in the merger, including any shares of Seacoast stock received as well as any cash received in lieu of fractional shares of Seacoast common stock. The consequences of the merger to any particular Professional shareholder will

 

19

 

depend on that shareholder’s individual situation. We strongly urge you to consult your own tax advisor to determine the particular tax consequences of the merger to you.

The fairness opinion of Professional’s financial advisor and Seacoast’s financial advisor will not reflect changes in circumstances between the date of the opinion and the completion of the merger.

Professional’s board of directors received an opinion from its financial advisor to address the fairness of the merger consideration, from a financial point of view, to the holders of Professional’s common stock as of August 5, 2022, and Seacoast’s board of directors received an opinion from its financial advisor to address the fairness of the merger consideration, from a financial point of view, to the holders of Seacoast’s common stock as of August 5, 2022. Subsequent changes in the operation and prospects of Seacoast or Professional, general market and economic conditions and other factors that may be beyond the control of Seacoast or Professional, and on which Professional’s and Seacoast’s respective financial advisors’ opinions were based, may significantly alter the value of Seacoast or the price of the shares of Seacoast common stock by the time the merger is completed. Because neither Seacoast’s nor Professional’s respective advisors are expected to update their respective opinions, neither opinion will address the fairness of the merger consideration from a financial point of view at the time the merger is completed, or as of any other date other than the date of such opinion. For a description of the opinion that Professional received from its financial advisor, please refer to the section entitled “The Merger — Opinion of Professional’s Financial Advisor” beginning on page 55. For a description of the opinion that Seacoast received from its financial advisor, please refer to the section entitled “The Merger — Opinion of Seacoast’s Financial Advisor” beginning on page 44.

Professional’s executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of Professional shareholders.

The board of directors of and certain executive officers of Professional negotiated the terms of the merger agreement with Seacoast, and the Professional board of directors unanimously approved and recommended that Professional shareholders vote to approve the merger agreement. In considering these facts and the other information contained in this proxy statement/prospectus, you should be aware that certain Professional executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of Professional shareholders generally. See “The Merger — Interests of Professional Directors and Executive Officers in the Merger” on page 70 for information about these financial interests.

The termination fees and the restrictions on third party acquisition proposals set forth in the merger agreement may discourage others from trying to acquire Professional.

Until the completion of the merger, with some limited exceptions, Professional is prohibited from soliciting, initiating, encouraging or participating in any discussion concerning a proposal to acquire Professional, such as a merger or other business combination transaction, with any person other than Seacoast. In addition, Professional has agreed to pay to Seacoast in certain circumstances a termination fee equal to $21.79 million. These provisions could discourage other companies from trying to acquire Professional even though those other companies might be willing to offer greater value to Professional shareholders than the consideration to be paid in the merger. The payment of any termination fee could also have an adverse effect on Professional’s financial condition. See “The Merger Agreement — Third Party Proposals” beginning on page 82 and “The Merger Agreement — Termination Fee” beginning on page 88.

Failure of the merger to be completed, the termination of the merger agreement or a significant delay in the consummation of the merger could negatively impact Seacoast and Professional.

If the merger is not consummated, the ongoing business, financial condition and results of operations of each party may be materially adversely affected and the market price of each party’s common stock may decline significantly, particularly to the extent that the current market price reflects a market assumption that the merger will be consummated. If the consummation of the merger is delayed, the business, financial condition and results of operations of each company may be materially adversely affected. If the merger agreement is terminated and a party’s board of directors seeks another merger or business combination, such

 

20

 

party’s shareholders cannot be certain that such party will be able to find a party willing to engage in a transaction on more attractive terms than the merger.

Some of the performing loans in the Professional loan portfolio being acquired by Seacoast may be under-collateralized, which could affect Seacoast’s ability to collect all of the loan amounts due.

In an acquisition transaction, the purchasing financial institution may be acquiring under-collateralized loans from the seller. Under-collateralized loans are risks that are inherent in any acquisition transaction and are mitigated through the loan due diligence process that the purchaser performs and the estimated fair market value adjustment that the purchaser places on the seller’s loan portfolio. When it acquires a loan portfolio, Seacoast will establish an allowance for credit losses to recognize the full amount of expected credit losses over the life of the acquired loans. With respect to the Professional loan portfolio, Seacoast has preliminarily estimated a $40.2 million allowance for credit losses, which Seacoast believes is adequate to mitigate the risk of under-collateralized, non-performing loans. There is no assurance that the allowance for credit losses that Seacoast will place on the Professional loan portfolio to mitigate against under-collateralized, non-performing loans will be adequate or that Seacoast will not incur losses that could be greater than this estimate.

Sales of substantial amounts of Seacoast common stock in the open market by former Professional shareholders could depress Seacoast’s stock price.

Shares of Seacoast common stock that are issued to Professional shareholders in the merger will be freely tradable without restrictions or further registration under the Securities Act, except that shares of Seacoast common stock received by persons who are or become affiliates of Seacoast for purposes of Rule 144 under the Securities Act may be resold by them only in transactions permitted by Rule 144, or as otherwise permitted under the Securities Act. Based on the number of shares of Professional common stock outstanding as of the Professional record date, Seacoast currently expects to issue 12,871,842 shares of Seacoast common stock in connection with the merger. If the merger is completed and if former shareholders of Professional sell substantial amounts of Seacoast common stock in the public market following completion of the merger, the market price of Seacoast common stock may decrease. These sales might also make it more difficult for Seacoast to sell equity or equity-related securities at a time and price that it otherwise would deem appropriate.

Litigation may be filed against the board of directors of Seacoast or Professional that could prevent or delay the completion of the merger or result in the payment of damages following completion of the merger.

In connection with the merger, it is possible that Seacoast shareholders or Professional shareholders may file putative class action lawsuits against the board of directors of Seacoast or Professional. Among other remedies, these shareholders could seek to enjoin the merger. The outcome of any such litigation is uncertain. If a dismissal is not granted or a settlement is not reached, such potential lawsuits could prevent or delay completion of the merger and result in substantial costs to Seacoast and Professional, including any costs associated with indemnification obligations of Seacoast or Professional. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is consummated may adversely affect the combined company’s business, financial condition, results of operations, cash flows and market price.

 

21

 

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus, including statements included or incorporated by reference in this proxy statement/prospectus, are not statements of historical fact and constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and are intended to be protected by the safe harbor provided by that Act. These statements are subject to risks and uncertainties and include information about possible or assumed future results of operations of Seacoast after the merger is completed, as well as information about the merger. Words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “would,” “continue,” “should,” “may,” or similar expressions, or the negatives thereof, are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Many possible events or factors could affect the future financial results and performance of each of Seacoast and Professional before the merger or Seacoast after the merger, and could cause those results or performance to differ materially from those expressed in the forward-looking statements. These possible events or factors include, but are not limited to:

•

general business and economic conditions, either globally, nationally, in the State of Florida, or in the specific markets in which Seacoast or Professional operate, including the negative impacts and disruptions resulting from rising interest rates, supply chain challenges and inflation, which have had and may likely continue to have an adverse impact on our business operations and performance, and could continue to have a negative impact on our credit portfolio, stock price, borrowers and the economy as a whole both globally and domestically;

​

•

the impact of Hurricane Ian on Florida generally, as well as certain of the communities we serve, and which could continue to have a negative impact on our business, credit portfolio, borrowers and our stock price;

​

•

the failure to obtain the approval of Professional shareholders in connection with the merger;

​

•

the risk that the merger may not be completed in a timely manner or at all, which may adversely affect Seacoast’s and Professional’s respective businesses and the price of their respective common stocks;

​

•

the risk that a condition to closing of the proposed merger may not be satisfied;

​

•

the risk that a required regulatory approval 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 Professional, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses;

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•

the diversion of management time on issues related to the merger;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;

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•

the effect of the announcement or pendency of the merger on Seacoast’s customer, employee and business relationships, operating results, and business generally;

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•

deposit attrition, operating costs, customer loss and business disruption following the proposed merger, including difficulties in maintaining relationships with employees, may be greater than expected;

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•

reputational risks and the reaction of the companies’ customers to the proposed merger;

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•

customer acceptance of the combined company’s products and services;

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•

increased competitive pressures and solicitations of customers and employees by competitors;

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•

the failure to consummate or delay in consummating the merger for other reasons;

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•

the outcome of any legal proceedings that may be instituted against Seacoast or Professional related to the merger agreement or the merger;

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•

changes in laws or regulations;

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•

the dilution caused by Seacoast’s issuance of additional shares of its common stock in the merger or related to the merger;

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•

the sale price of Seacoast common stock could decline before the completion of the merger, including as a result of the financial performance of Seacoast or Professional or more generally due to broader stock market movements and the performance of financial companies and peer group companies;

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changes in interest rates, deposit flows, loan demand and real estate values; and

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the ongoing impacts and disruptions resulting from COVID-19 or other variants on the economies and communities we serve, which has had and may likely continue to have an adverse impact on our business operations and performance, and could continue to have a negative impact on our credit portfolio, stock price, borrowers and the economy as a whole both globally and domestically.

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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 “Risk Factors” section of this proxy statement/prospectus, as well as the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in each of Seacoast’s and Professional’s most recent Form 10-K and Form 10-Q reports, which are available online at www.sec.gov, and are incorporated by reference herein. 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 occur, what impact they will have on the results of operations or financial condition of Seacoast or Professional. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this proxy statement/prospectus or the dates of the documents incorporated by reference in this proxy statement/prospectus. As for the forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainties of estimates, forecasts and projections and may be better or worse than projected and such differences could be material. Given these uncertainties, we caution you not to place reliance on these forward-looking statements. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results. The forward-looking statements are made as of the date of this proxy statement/​prospectus or the date of the applicable document incorporated by reference into this proxy statement/​prospectus. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information is based on the separate historical financial statements of Seacoast and Professional after giving effect to the merger, the issuance of Seacoast common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined balance sheet gives effect to the merger as if it had taken place on September 30, 2022. The unaudited pro forma condensed combined statements of income give effect to the merger as if it had taken place on January 1, 2021. This unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting where Seacoast is considered the acquirer of Professional for accounting purposes.

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of Seacoast and the related notes included in Seacoast’s Annual Report on Form 10-K for the year ended December 31, 2021, and the historical unaudited consolidated financial statements of Seacoast and the related notes included in Seacoast’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, each of which is incorporated by reference herein, and (ii) the historical audited consolidated financial statements of Professional and the related notes included in Professional’s Annual Report on Form 10-K for the year ended December 31, 2021, and the historical unaudited consolidated financial statements of Professional and the related notes included in Professional’s Quarterly Report on Form 10-Q for the period ended September 30, 2022, each of which is incorporated by reference herein. The unaudited pro forma condensed combined statements of income for the year ended December 31, 2021 and for the nine months ended September 30, 2022 give effect to Seacoast’s acquisitions of Business Bank of Florida Corp. (“BBFC”) and Sabal Palm Bancorp, Inc. (“Sabal Palm”), each of which was consummated on January 3, 2022, and the acquisitions of Apollo Bancshares, Inc. (“Apollo”) and Drummond Banking Company (“Drummond”), each of which closed on October 7, 2022, all as if they had occurred on January 1, 2021. The Seacoast unaudited pro forma condensed combined balance sheet as of September 30, 2022 gives effect to Seacoast’s acquisitions of Apollo and Drummond, each of which closed on October 7, 2022, as if each had occurred on September 30, 2022.

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed combined statement of income, expected to have a continuing effect on the combined results of Seacoast and Professional. The unaudited pro forma condensed combined financial information contained herein does not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the merger.

The following unaudited pro forma condensed combined financial statements give effect to the merger and include adjustments for the following:

•

Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, to reflect estimated merger consideration of approximately $398.1 million (see note 2 herein) in exchange for all outstanding shares of Professional common stock, including adjustments for the conversion of Professional’s outstanding equity awards;

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•

Direct transaction costs in connection with the merger.

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The statements and related notes are being provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period.

As of the date of this joint proxy statement/prospectus, Seacoast has not completed the valuation analyses and calculations in sufficient detail necessary to arrive at the required estimates of the fair market value of the assets to be acquired or liabilities to be assumed from Professional, Apollo, or Drummond, other than a preliminary estimate for intangible assets and certain financial assets and financial liabilities. Accordingly, apart from the aforementioned, certain assets and liabilities of Professional, Apollo and

 

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Drummond are presented at their respective carrying amounts and should be treated as preliminary values. A final determination of the fair value of these assets and liabilities will be based on the actual assets and liabilities as of the closing date and, therefore, cannot be made prior to the completion of the mergers. Actual adjustments may differ from the amounts reflected in the unaudited pro forma condensed combined financial statements, and the differences may be material.

Further, Seacoast has not identified all adjustments necessary to conform the accounting policies of Professional, Apollo and Drummond to Seacoast’s accounting policies. Upon completion of the mergers, or as more information becomes available, Seacoast will perform a more detailed review of the entities’ accounting policies. As a result of that review, differences could be identified between the accounting policies of Seacoast and the other companies that, when conformed, could have a material impact on the combined company’s financial information.

As a result of the foregoing, the pro forma adjustments are preliminary and are subject to change as additional information becomes available and as additional analysis is performed. The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial statements. Seacoast estimated the fair value of certain Professional, Apollo, and Drummond assets and liabilities based on a preliminary valuation analysis, due diligence information, information presented in Professional’s SEC filings and other publicly available information. Until the merger is completed, each company is limited in their ability to share certain information.

The value of the merger consideration to be paid by Seacoast in each of the mergers will be determined based on the closing price of Seacoast common stock on the closing date, and the number of issued and outstanding shares of each of the acquired entities immediately prior to closing. The value of the shares of Seacoast common stock to be issued in each merger will fluctuate until the closing date due to a variety of factors, including general market and economic conditions, among other factors.

Upon completion of each merger, a final determination of the fair value of the assets acquired and liabilities assumed will be performed. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial statements may change the amount of the total purchase consideration allocated to goodwill and other assets and liabilities and may impact the combined company’s statement of income. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial statements.

 

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME