Seacoast Banking Corporation of Florida (NasdaqGS:SBCF) signed letter of intent to acquire Sabal Palm Bancorp, Inc., for $52.4 million on July 2, 2021. Seacoast Banking Corporation of Florida entered into a definitive agreement to acquire Sabal Palm Bancorp, Inc., on August 23, 2021. Pursuant to the terms of the agreement, Seacoast Banking Corporation of Florida shall issue as consideration, 0.2203 of its shares for each share of Sabal Palm Bancorp, Inc., to the selling shareholders. The exchange ratio for the transaction is fixed, which means that the transaction value will fluctuate as a result of changes in Seacoast Banking Corporation of Florida's stock price. In a related transaction, Seacoast Banking Corporation of Florida also entered into a definitive agreement to acquire Business Bank of Florida, Corp., on August 23, 2021. Sabal will pay a fee of $2.42 million to Seacoast in case Sabal terminates the agreement. As of November 15, 2021, Based on the current number of shares of Sabal Palm common stock outstanding, Seacoast expects to issue up to approximately 1,850,881 shares of common stock to Sabal Palm shareholders upon completion of the merger. Upon completion of the merger, current Sabal Palm shareholders will own approximately 2.6% of the common stock of Seacoast immediately following the merger. Upon the completion of each acquisition, both the banks will merge with and into Seacoast Banking Corporation of Florida. Following the merger, Jr., President and Chief Executive Officer of Sabal Palm Bancorp, Inc., Neil D. McCurry, will remain with Seacoast Banking Corporation of Florida, serving as Sarasota and Manatee County Market President.

The transaction has been approved unanimously by the Board of Directors of both Seacoast and Sabal. The transaction is subject to receipt of approvals from regulatory authorities, the approval of shareholders of both Seacoast Banking Corporation of Florida and Sabal Palm Bancorp, Inc., the registration statement being declared effective, approval for listing on NASDAQ for shares of Seacoast common stock to be issued as consideration, the holders of no more than 5% of Sabal Palm Common Stock that is issued and outstanding shall have taken the actions required by the FBCA to qualify their Sabal Palm Common Stock as Dissenting Shares and the satisfaction of other customary closing conditions. The transaction is expected to complete in the first quarter of 2022. As of October 29, 2021, the transaction is expected to be completed in January 2022. The transactions are expected to be accretive to earnings in 2022 with minimal dilution of tangible book value. Seacoast Banking Corporation of Florida expects the transaction to be 4% accretive to earnings per share in 2023, the first full year of combined operations, and expects minimal upfront tangible book value dilution to be earned back within 1.25 years. Sabal Palm will hold a special meeting of its shareholders in connection with the merger. Holders of Sabal Palm common stock will be asked to vote to approve the merger agreement and related matters as described in this proxy statement/prospectus. Sabal Palm shareholders will also be asked to approve the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement and related matters, as described in this proxy statement/prospectus. The special meeting of Sabal Palm shareholders will be held on December 17 , 2021.

Piper Sandler & Co., acted as financial advisor and Randy Moore, Michael L. Stevens, Sarah McElroy, Brian D. Harvel, Clifford S. Stanford and John B. Shannon of Alston & Bird LLP acted as legal advisors to Seacoast Banking Corporation of Florida. Hovde Group, LLC acted as financial advisor and fairness opinion provider, whereas Jack P. Greeley of Smith Mackinnon PA acted as legal advisor to Sabal Palm Bancorp, Inc. Sabal will pay a fairness opinion fee of $0.1 million and financial advisor fee of $0.44 million to Hovde. Continental Stock Transfer & Trust Company acted as transfer agent to Seacoast Banking Corporation.

Seacoast Banking Corporation of Florida (NasdaqGS:SBCF) completed the acquisition of Sabal Palm Bancorp, Inc. on January 3, 2022.