Item 2.01 Completion of Acquisition or Disposition of Assets.
EffectiveJanuary 3, 2022 ,Seacoast Banking Corporation of Florida ("Seacoast" or the "Company") and Seacoast's wholly-owned subsidiarySeacoast National Bank , completed the previously announced mergers (the "Mergers") withSabal Palm Bancorp, Inc. ("Sabal Palm"), parent company ofSabal Palm Bank , andBusiness Bank of Florida, Corp. ("BBFC"), parent company ofFlorida Business Bank . At the effective time of the Mergers (the "Effective Time"), each of Sabal Palm and BBFC merged with and into Seacoast, and each ofSabal Palm Bank andFlorida Business Bank merged with and intoSeacoast Bank , pursuant to the terms and conditions of the Agreement and Plan of Merger by and among Seacoast,Seacoast National Bank ,Sabal Palm andSabal Palm Bank , dated as ofAugust 23, 2021 as amended onNovember 12, 2021 (the "Sabal Palm Merger Agreement"), and of the Agreement and Plan of Merger by and among Seacoast,Seacoast National Bank ,BBFC and Florida Business Bank dated as ofAugust 23, 2021 (the "BBFC Merger Agreement"). Pursuant to the Sabal Palm Merger Agreement, holders of Sabal Palm common stock received 0.2203 of a share (the "Exchange Ratio") of Seacoast common stock (subject to the payment of cash in lieu of fractional shares) for each share of Sabal Palm common stock held immediately prior to the Effective Time. Each share of Seacoast common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger. Also at the Effective Time, each Sabal Palm option ceased to be outstanding, and, in consideration therefor, Seacoast granted to each holder of Sabal Palm options, as of the Effective Time, an option to purchase shares of Seacoast common stock on the same terms and conditions as applicable to each such Sabal Palm option as in effect immediately prior to the Effective Time, with the number of shares underlying each such option and the applicable exercise price adjusted based on the Exchange Ratio. Under the terms of the BBFC Merger Agreement, holders of BBFC common stock received 0.7997 of a share (the "Exchange Ratio") of Seacoast common stock (subject to the payment of cash in lieu of fractional shares) for each share of BBFC common stock held immediately prior to the Effective Time. Each share of Seacoast common stock outstanding immediately prior to the Merger remained outstanding and was unaffected by the Merger. Also at the Effective Time, each BBFC option ceased to be outstanding, and, in consideration therefor, Seacoast granted to each holder of BBFC options, as of the Effective Time, an option to purchase shares of Seacoast common stock on the same terms and conditions as applicable to each such BBFC option as in effect immediately prior to the Effective Time, with the number of shares underlying each such option and the applicable exercise price adjusted based on the Exchange Ratio.
The foregoing description of the Mergers and the Merger Agreements does not purport to be complete and is qualified in its entirety by reference to the Merger Agreements, which are included as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
OnJanuary 3, 2022 , the Company issued a press release announcing the completion of the Mergers. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
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Exhibit No. Description Agreement and Plan of Merger DatedNovember 12, 2021 by and among the 2.1 Company,Seacoast Bank ,Sabal Palm Bancorp, Inc. andSabal Palm Bank incorporated herein by reference from Exhibit 2.1 to the Company's Form 8-K, filedNovember 18, 2021 Agreement and Plan of Merger dated as ofAugust 23, 2021 by and among 2.2 the Company,Seacoast National Bank , Business
Florida Business Bank incorporated herein by
reference to Appendix A to
the Company's Form 8-K, filedAugust 27, 2021 99.1 Press Release datedJanuary 3, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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