Seacoast Banking Corp Of Florida S-4/A, filed Nov 15, 2021

Seacoast Banking Corp Of Florida (SBCF)

S-4/A 2021-11-15

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	Florida			6022			59-2260678
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification No.)

	Large accelerated filer ☒						Accelerated filer ☐
	Non-accelerated filer ☐						Smaller reporting company ☐
							Emerging growth company ☐

							By Order of the Board of Directors,
							Richard Rivera
							Chairman of the Board of Directors
	Sarasota, Florida
	November , 2021

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		6
Information Regarding Seacoast SNB Sabal Palm, and Sabal Palm Bank		6
Regulatory Approvals		7
The Merger		7
Closing and Effective Time of the Merger		7
Merger Consideration		7
Equivalent Sabal Palm Per Common Stock Per Share Value		8
Procedures for Converting Shares of Sabal Palm Common Stock into Merger Consideration		8
Material U.S. Federal Income Tax Consequences of the Merger		8
Appraisal Rights		9
Opinion of Sabal Palm’s Financial Advisor		9
Recommendation of the Sabal Palm Board of Directors		9
Interests of Sabal Palm Directors and Executive Officers in the Merger		9
Treatment of Sabal Palm Equity Awards		10
Conditions to Completion of the Merger		10
Third Party Proposals		11
Termination		11
Termination Fee		12
NASDAQ Listing		13
Sabal Palm Special Meeting		13
Required Shareholder Votes		13
No Restriction on Resale		13
Market Prices and Dividend Information		13
Comparison of Shareholders’ Rights		15
Risk Factors		15
RISK FACTORS		16
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS		22
SEACOAST SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		24
MARKET PRICES AND DIVIDEND INFORMATION		25
INFORMATION ABOUT THE SABAL PALM SPECIAL MEETING		27
Time, Date, and Place		27
Matters to be Considered at the Meeting		27
Recommendation of the Sabal Palm Board of Directors		27
Record Date and Quorum		27
Required Shareholder Votes		28
How to Vote – Shareholders of Record		28
Revocation of Proxies		28
Shares Subject to Support Agreement; Shares Held by Directors and Executive Officers		29
Solicitation of Proxies		29
Attending the Meeting		29

	Page
Questions and Additional Information		30
THE MERGER		31
Background of the Merger		31
Sabal Palm’s Reasons for the Merger and Recommendations of the Sabal Palm Board of Directors		32
Seacoast’s Reasons for the Merger		35
Opinion of Sabal Palm’s Financial Advisor		35
Material U.S. Federal Income Tax Consequences of the Merger		47
Accounting Treatment		50
Regulatory Approvals		50
Appraisal Rights for Sabal Palm Shareholders		50
Board of Directors and Management of Seacoast and SNB Following the Merger		53
Interests of Sabal Palm Directors and Executive Officers in the Merger		54
Treatment of Sabal Palm Equity Awards		55
Director Restrictive Covenant Agreement; Claims Letters		56
Indemnification and Insurance		56
THE MERGER AGREEMENT		58
The Merger and the Bank Merger		58
Closing and Effective Time of the Merger		58
Merger Consideration		58
Treatment of Sabal Palm Equity Awards		59
Exchange Procedures		60
Organizational Documents of Surviving Holding Company and Surviving Bank, Directors and Officers		60
Conduct of Business Pending the Merger		60
Company Shareholder Approval		63
Regulatory Matters		63
NASDAQ Listing		64
Employee Matters		64
Indemnification and Directors’ and Officers’ Insurance		64
Third Party Proposals		65
Representations and Warranties		67
Conditions to Completion of the Merger		69
Termination		70
Termination Fee		71
Waiver; Amendment		71
Expenses		72
COMPARISON OF SHAREHOLDERS’ RIGHTS		73
SABAL PALM BANCORP, INC		82
Security Ownership of Certain Beneficial Owners and Management		84
DESCRIPTION OF SEACOAST CAPITAL STOCK		86
EXPERTS		89
LEGAL MATTERS		89

	APPENDICES:
	Appendix A – Agreement and Plan of Merger					A-1
	Amendment to Agreement and Plan of Merger					A-1-1
	Appendix B – Opinion of Hovde Group, LLC					B-1
	Appendix C – Provisions of Florida Business Corporation Act Relating to Appraisal Rights					C-1

Date	Seacoast closing sale price			Equivalent Sabal Palm per share value
August 20, 2021		$	31.58		$	6.96
November , 2021		$			$

	Seacoast Common Stock
	High			Low			Dividends
2019
First Quarter		$	29.75		$	24.45		$	—
Second Quarter		$	28.78		$	22.99		$	—
Third Quarter		$	27.64		$	22.35		$	—
Fourth Quarter		$	31.42		$	24.11		$	—
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 (through November 12, 2021)		$	38.48		$	33.18

(Amounts in thousands, except per	(unaudited) Nine Months ended September 30,						Year Ended December 31,
share data)	2021			2020			2020			2019			2018			2017			2016
Net interest income		$	203,736		$	193,952		$	262,743		$	243,618		$	211,515		$	176,296		$	139,588
Provision for credit losses			(5,479)			36,279			38,179			10,999			11,730			5,648			2,411
Noninterest income:
Other			52,220			45,387			60,335			55,515			50,645			43,230			37,427
Gain on sale of VISA stock			—			—			—			—			—			15,153			—
Securities gains/(losses), net			(199)			1,253			1,235			1,217			(623)			86			368
Noninterest expenses			147,172			141,871			185,552			160,739			162,273			149,916			130,881
Income before income taxes			114,064			62,442			100,582			128,612			87,534			79,201			44,091
Provision for income taxes			25,991			14,025			22,818			29,873			20,259			36,336			14,889
Net income		$	88,073		$	48,417		$	77,764		$	98,739		$	67,275		$	42,865		$	29,202
Per Share Data
Net income available to common shareholders:
Diluted		$	1.56		$	0.91		$	1.44		$	1.90		$	1.38		$	0.99		$	0.78
Basic			1.57			0.91			1.45			1.92			1.40			1.01			0.79
Cash dividends declared			0.26			0.00			0.00			0.00			0.00			0.00			0.00
Book value per common share			22.12			19.91			20.46			19.13			16.83			14.70			11.45
Assets		$	9,893,498		$	8,287,840		$	8,342,392		$	7,108,511		$	6,747,659		$	5,810,129		$	4,680,932
Net loans			5,818,061			5,764,016			5,642,616			5,163,250			4,792,791			3,790,255			2,856,136
Deposits			8,334,172			6,914,843			6,932,561			5,584,753			5,177,240			4,592,720			3,523,245
Shareholders’ equity			1,290,520			1,098,341			1,130,402			985,639			864,267			689,664			435,397
Performance Ratios
Return on average assets			1.29%			0.84%			0.99%			1.45%			1.11%			0.82%			0.69%
Return on average equity			9.93			6.32			7.44			10.63			9.08			7.51			7.06
Average equity to average assets			13.04			13.31			13.30			13.60			12.23			10.96			9.85

	Sabal Palm Common Stock
	High			Low			Dividends
2019
First Quarter		$	4.87		$	4.87		$	-0-
Second Quarter		$	4.87		$	4.87		$	-0-
Third Quarter		$	5.00		$	5.00		$	-0-
Fourth Quarter		$	5.00		$	5.00		$	-0-
2020
First Quarter		$	5.00		$	4.87		$	-0-
Second Quarter		$	—		$	—		$	-0-
Third Quarter		$	4.00		$	4.00		$	-0-
Fourth Quarter		$	4.00		$	4.00		$	0.10
2021
First Quarter		$	4.24		$	4.00		$	-0-
Second Quarter		$	5.89		$	5.89		$	-0-
Third Quarter		$	4.21		$	4.21		$	-0-
Fourth Quarter (through November 1, 2021)		$	5.00		$	5.00		$	-0-

Buyer	Target	Price/ LTM Earnings Multiple(1)		Price/ Common TBV Multiple		Price/ Adjusted Common TBV Multiple(2)		Prem./ Core Deposits Multiple(3)
Lake Michigan Credit Union	Pilot Bancshares, Inc.		12.3x		187.0%		188.5%		9.83%
United Community Bks, Inc.	Aquesta Fin. Holdings, Inc.		18.1x		216.8%		217.0%		11.8%
Colony Bankcorp, Inc.	SouthCrest Fin. Group, Inc.		11.9x		146.1%		146.9%		4.76%
Seacoast Banking Corp. of FL	Legacy Bank of Florida		18.1x		186.7%		216.0%		16.2%
Investar Holding Corporation	Cheaha Financial Group, Inc.		13.6x		143.7%		166.4%		10.3%
Citizens Bancorp Invst. Inc.	American Bncshares Corp.(4)		13.5x		150.5%		157.1%		8.20%
Seacoast Banking Corp. of FL	Fourth Street Banking Co.		14.4x		173.3%		199.2%		11.5%
Pinnacle Bankshares Corp.	Virginia Bank Bankshares, Inc.		11.6x		96.2%		96.2%		(0.53)%
Pinnacle Financial Corp.	SBT Bancorp, Inc.		16.5x		176.2%		186.7%		10.7%
First Bancshares, Inc.	Southwest Georgia Fin. Corp.		17.3x		181.7%		190.2%		9.00%
Reliant Bancorp, Inc.	First Advantage Bancorp		17.9x		153.4%		173.6%		10.0%
Reliant Bancorp, Inc.	TN Community Bk Hldng, Inc.		15.4x		144.0%		158.3%		7.25%
Community First Bancshares	ABB Financial Group, Inc.		14.9x		158.1%		160.2%		9.44%
Professional Holding Corp.	Marquis Bancorp, Inc.		11.9x		152.6%		152.8%		10.8%
First Bancshares, Inc.	First Florida Bancorp, Inc.		17.3x		176.6%		201.3%		13.7%
	Minimum		11.6x		96.2%		96.2%		(0.53)%
	Median		14.9x		158.1%		173.6%		10.0%

	Price-to-LTM Earnings Multiple(1)		Price-to-Common Tangible Book Value Multiple		Price-to-Adjusted Common Tangible Book Value Multiple(2)		Premium-to-Core Deposits Multiple(3)
Assumed Total Merger Value		9.74x		181.1%		181.1%		6.71%
Precedent Transactions Regional Group:
Median		14.9x		158.1%		173.6%		10.0%
Minimum		11.6x		96.2%		96.2%		(0.53)%
Maximum		18.1x		216.8%		217.0%		16.2%
Precedent Transactions Nationwide Group:
Median		13.5x		157.4%		169.6%		9.58%
Minimum		10.2x		115.5%		116.7%		2.29%
Maximum		19.9x		258.6%		258.6%		16.5%

	Tangible Equity/ Tangible Assets		Core Deposits(1)		LTM ROAA(2)		LTM ROAE(2)		Efficiency Ratio		NPAs/ Assets(3)		LLR/ NPLs(4)
Sabal Palm		7.21%		95.2%		1.46%		20.8%		53.0%		0.00%		NA
Precedent Transactions – Regional Group Median:		10.2%		73.7%		1.08%		11.4%		65.3%		0.32%		189.1%
Precedent Transactions – Nationwide Group Median:		9.05%		84.0%		1.14%		11.9%		60.8%		0.46%		140.5%

Implied Multiple Values for Sabal Palm Common Stock Based On:	Total Merger Value ($000)			Price-to-LTM Earnings Multiple(1)(2)		Price-to- Common Tangible Book Value Multiple(1)		Price-to- Adjusted Common Tangible Book Value Multiple(1)(3)		Premium-to- Core Deposits Multiple(1)(4)
Assumed Total Merger Value		$	53,851		9.74x		181.1%		181.1%		6.71%
DCF Analysis – Terminal P/E Multiple
Midpoint Value		$	48,135		8.70x		161.9%		161.9%		5.12%
DCF Analysis – Terminal P/Adj. TBV Multiple
Midpoint Value		$	45,796		8.28x		154.0%		154.0%		4.47%

Implied Value for Sabal Palm Common Stock Based Upon:(3)	Minimum Implied Value			Average or Midpoint Implied Value			Maximum Implied Value
Comparable M&A Transactions – Regional Group		$	46,995		$	61,694		$	82,405
Comparable M&A Transactions – Nationwide Group		$	46,789		$	58,963		$	74,496
DCF – Terminal P/E Multiple		$	40,626		$	48,135		$	56,179
DCF – Terminal P/Adj. TBV Multiple		$	41,997		$	45,796		$	49,842

	Market Cap ($M)			Price/ Tangible Book Value		Price/ 2021E EPS		Price/ 2022E EPS		Dividend Yield		YTD Price Change		Two Year Total Return
Seacoast		$	1,737.2		184.5%		14.8x		15.0x		1.65%		7.23%		30.2%
Comparable Companies
Median		$	1,900.3		167.3%		12.0x		14.2x		2.21%		20.0%		18.4%

	Sabal Palm	SEACOAST
Capital Stock	Holders of Sabal Palm capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Sabal Palm’s articles of incorporation and bylaws.	Holders of Seacoast capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Seacoast’s articles of incorporation and bylaws.
Authorized	Sabal Palm’s authorized capital stock consists of 10,000,000 shares of common stock, par value $1.00 per share.	Seacoast’s authorized capital stock consists of 120,000,000 shares of common stock, par value $0.10 per share, and 4,000,000 shares of preferred stock, stated value $0.10 per share (2,000 of which are designated as Fixed Rate Cumulative Perpetual Preferred Stock, Series A and 50,000 of which are designated as Mandatorily Convertible Noncumulative Nonvoting Preferred Stock, Series B).
Outstanding	As of November 1, 2021, there were 7,251,693 shares of Sabal Palm common stock outstanding.	As of September 30, 2021, there were 58,349,137 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding.
Voting Rights	Holders of Sabal Palm common stock are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders.	Holders of Seacoast common stock generally are entitled to one vote per share in the election of directors and on all matters submitted to a vote at a meeting of shareholders.

	Sabal Palm	SEACOAST
Cumulative Voting	No shareholder has the right of cumulative voting in the election of directors.	No shareholder has the right of cumulative voting in the election of directors.
Dividends	Under the FBCA, a corporation may make a distribution, unless after giving effect to the distribution: • The corporation would not be able to pay its debts as they come due in the usual course of business; or • The corporation’s assets would be less than the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. In addition, under Federal Reserve policy, a bank holding company should consult with the Federal Reserve and eliminate, defer or significantly reduce its dividends if: • its net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; • its prospective rate of earnings retention is not consistent with its capital needs and overall current and prospective financial condition; or • it will not meet, or is in danger of not meeting, its minimum regulatory capital adequacy ratios.	Holders of Seacoast common stock are subject to the same provisions of the FBCA and the Federal Reserve policy.
Number of Directors	Sabal Palm’s bylaws provide that the number of directors serving on the Sabal Palm board of directors shall be such number as determined from time to time by a resolution of a majority of the full board of directors. The number of directors may be increased or decreased from time to time by action of the Board of Directors, but no decrease shall have the effect of shortening the terms of any incumbent director. Sabal Palm directors are	Seacoast’s bylaws provide that the number of directors serving on the Seacoast board of directors shall be such number as determined from time to time by a vote of 66 2∕3% of the whole board of directors and a majority of the Continuing Directors (director who either (i) was first elected as a director of the company prior to March 1, 2002 or (ii) was designated as a Continuing Directors by a majority vote of the Continuing Directors), but

	Sabal Palm	SEACOAST
	elected on an annual basis and serve until the next annual meeting of the Sabal Palm shareholders and until their respective successors are duly elected and qualified. There are currently three directors serving on the Sabal Palm board of directors.	in no event shall be fewer than three directors nor greater than fourteen directors (exclusive of the directors to be elected by the holders of one or more series of preferred stock voting separately as a class). There are currently eleven directors serving on the Seacoast board of directors. The Seacoast board of directors is divided into three classes, with the members of each class of directors serving staggered three-year terms and with approximately one-third of the directors being elected annually. As a result, it would take a dissident shareholder or shareholder group at least two annual meeting of shareholders to replace a majority of the directors of Seacoast. Each director holds office for the term for which he or she is elected and until his or her successor is elected and qualified, subject to such directors’ death, resignation or removal.
Election of Directors	Under the FBCA, unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the holders of the shares entitled to vote in an election of directors the annual meeting at which a quorum is present. Sabal Palm’s articles of incorporation do not otherwise provide for the vote required to elect directors.	Seacoast directors are similarly elected in accordance with FBCA and its articles of incorporation do not otherwise provide for the vote required to elect directors. However, notwithstanding the plurality standard, in an uncontested election for directors, our Corporate Governance Guidelines provide that if any director nominee receives a greater number of votes “withheld” from his or her election than votes “for” such election, then the director will promptly tender his or her resignation to the board of directors following certification of the shareholder vote, with such resignation to be effective upon acceptance by the board of directors. The Compensation and Governance Committee would then review and make a recommendation to the board of directors as to whether the board should accept the resignation, and the board of directors would ultimately decide whether to accept the resignation.

	Trustmark Corporation			WesBanco, Inc.
	Renasant Corporation			TowneBank
	ServisFirst Bancshares, Inc.			FB Financial Corporation
	First Bancorp			Amerant Bancorp, Inc.
	City Holding Company			The First Bancshares, Inc.

	Sabal Palm	SEACOAST
Removal of Directors	Sabal Palm’s bylaws provide that directors may be removed with or without cause. A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.	Seacoast’s bylaws provide that directors may be removed only for cause upon the affirmative vote of (1) 66 2∕3% of all shares of common stock entitled to vote and (2) holders of a majority of the outstanding common stock that are not beneficially owned or controlled, directly or indirectly, by any person (1) who is the beneficial owner of 5% or more of the common stock or (2) who is an affiliate of Seacoast and at any time within the past five years was the beneficial owner of 5% or more of Seacoast’s then outstanding common stock (“Independent Majority of Shareholders”) at a shareholders’ meeting duly called and held for that purpose upon not less than 30 days’ prior written notice.
Vacancies on the Board of Directors	Sabal Palm’s bylaws provide that in the event of any vacancy on the board of directors, including any vacancy created by a failure to qualify or by any increase in the number of directors authorized, the board of directors may, but shall not be required to, fill such vacancy by the affirmative vote of a majority of the remaining directors, though less than the quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office.	Seacoast’s bylaws provide that vacancies in the Seacoast’s board of directors may be filled by the affirmative vote of (1) 66 2∕3% of all directors and (2) majority of the Continuing Directors, even if less than a quorum exists, or if no directors remain, by the affirmative vote of not less than 66 2∕3% of all shares of common stock entitled to vote and an Independent Majority of Shareholders.
Action by Written Consent	Sabal Palm’s bylaws provide that any action of the board of directors or of any committee thereof, which is required or permitted to be taken at a meeting, may be taken without a meeting if consent in writing, setting forth the action to be taken, and signed by all members of the board of directors or of the committee, as the case may be, is filed in the minutes of the proceedings of the board of directors or such committee. Action shall be effective when the last director signs the consent, unless the consent specifies a different effective date. The consent signed shall have the effect of a meeting vote and may be described as such in any document. Sabal Palm’s bylaws also provide that	Seacoast’s articles of incorporation provide that no action may be taken by written consent except as may be provided in the designation of the preferences, limitations and relative rights of any series of Seacoast’s preferred stock. Any action required or permitted to be taken by the holders of Seacoast’s common stock must be effected at a duly called annual or special meeting of such holders, and may not be effected by any consent in writing by such holders.

	Sabal Palm	SEACOAST
	any action required or permitted to be taken at an annual meeting or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. The action must be evidenced by one or more written consents executed by the requisite percentage of Sabal Palm shareholders in order to be effective.
Advance Notice requirements for Shareholder Nominations and Other Proposals	None.	Any Seacoast shareholder entitled to vote generally on the election of directors may recommend a candidate for nomination as a director. A shareholder may recommend a director nominee by submitting the name and qualifications of the candidate the shareholder wishes to recommend to Seacoast’s Compensation and Governance Committee, c/o Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P. O. Box 9012, Stuart, Florida 34995. To be considered, recommendations with respect to an election of directors to be held at an annual meeting must be received not less than 60 days nor more than 90 days prior to the anniversary of Seacoast’s last annual meeting of shareholders (or, if the date of the annual meeting is changed by more than 20 days from such anniversary date, within 10 days after the date that Seacoast mails or otherwise gives notice of the date of the annual meeting to shareholders), and recommendations with respect to an election of directors to be held at a special meeting called for that purpose must be received by the 10th day following the date on which notice of the special meeting was first mailed to shareholders.

	Sabal Palm	SEACOAST
Notice of Shareholder Meeting	Notice of each shareholder meeting must be mailed to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting.	Notice of each shareholder meeting must be given to each shareholder entitled to vote not less than 10, nor more than 60 days before the date of the meeting.
Amendments to Charter	Sabal Palm’s articles of incorporation may be amended in accordance with the FBCA. Subject to certain requirements set forth in Section 607.1003 of the FBCA, amendments to a corporation’s articles of incorporation must be approved by a corporation’s board of directors and holders of a majority of the outstanding stock of a corporation entitled to vote thereon and, in cases in which class voting is required, by holders of a majority of the outstanding shares of such class. The board of directors must recommend the amendment to the shareholders, unless the board of directors determines that, because of a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment. The FBCA also allows the board of directors to amend the articles of incorporation without shareholder approval in certain discrete circumstances (for example, to change the par value for a class or series of shares).	Seacoast’s articles of incorporation have similar amendment provisions, except that the affirmative vote of (1) 66 2∕3% of all of shares outstanding and entitled to vote, voting as classes, if applicable, and (2) an Independent Majority of Shareholders will be required to approve any change of Articles VI (“Board of Directors”), VII (“Provisions Relating to Business Combinations”), IX (“Shareholder Proposals”) and X (“Amendment of articles of incorporation”) of the articles of incorporation.
Amendments to Bylaws	Sabal Palm’s bylaws may be altered, amended or repealed in a manner consistent with the FBCA at any time by a majority of the full board of directors.	Seacoast’s bylaws may be amended by a vote of (1) 66 2∕3% of all directors and (2) majority of the Continuing Directors. In addition, the shareholders may also amend the Bylaws by the affirmative vote of (1) 66 2∕3% of all shares of common stock entitled to vote and (2) an Independent Majority of Shareholders.

	Sabal Palm	SEACOAST
		Under the FBCA, Seacoast’s shareholders, by majority vote of all of the shares having voting power, may amend or repeal the bylaws even though they may also be amended or repealed by the Seacoast board of directors.
Special Meeting of Shareholders	Sabal Palm’s bylaws provide that special meetings of shareholders of Sabal Palm may be called by the chairman of the board or the president of Sabal Palm and shall be called by the president or the chairman, or pursuant to a resolution adopted by shareholders holding at least one-half of the outstanding shares of Sabal Palm. Shareholder’s must sign, date, and deliver to Sabal Palm’s Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.	Seacoast’s bylaws provide that special meetings of the shareholders, for any purpose or purposes unless prescribed by statute, may be called by the Chairman of the Board or the Executive Chairman of the Board, the Chief Executive Officer, the President or by the board of directors. The notice of such meeting must state the purpose of such meeting and no business may be transacted at the meeting except as stated in such notice. A special meeting of shareholders may be called by the Chief Executive Officer at the written request of the holders of shares representing not less than 50% of the voting.
Quorum	Except as otherwise provided in Sabal Palm’s bylaws or articles of incorporation, a majority of the outstanding shares of Sabal Palm entitled to vote shall constitute a quorum at a meeting of shareholders.	A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at any shareholder meeting.
Proxy	At any meeting of shareholders, a shareholder may be represented by a proxy appointed by an instrument executed in writing by the shareholder, or by his duly authorized attorney-in fact; but no proxy shall be valid after eleven months from its date, unless the instrument appointing the proxy provides for a longer period.	Seacoast’s bylaws provide that a shareholder, a person entitled to vote on behalf of a shareholder pursuant to law, or an attorney in fact, may vote the shareholder’s shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for him/her by signing an appointment form, either personally or by his/her attorney in fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photo static, telecopy, electronic transmission (including a .PDF file) or equivalents reproduction of an appointment form is a sufficient appointment form. An appointment of a proxy is effective when received by the Secretary or other officer authorized to tabulate votes and is valid for up eleven months, unless a longer period is expressly provided in

	Sabal Palm	SEACOAST
		the appointment form. The death or incapacity of a shareholder appointing a proxy does not affect the right of the Corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the Secretary or other officer authorized to tabulate votes before the proxy exercises his authority under the appointment. A proxy shall be irrevocable if it conspicuously states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power.
Preemptive Rights	Sabal Palm’s shareholders do not have preemptive rights.	Seacoast’s shareholders do not have preemptive rights.
Shareholder Rights Plan/Shareholders’ Agreement	Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. When a shareholder’s agreement is signed, the shareholders parties thereto shall deliver copies of the agreement to Sabal Palm’s principal office.	Seacoast does not have a rights plan. Neither Seacoast nor Seacoast shareholders are parties to a shareholders’ agreement with respect to Seacoast’s capital stock.
Indemnification of Directors and Officers	Sabal Palm’s bylaws provide that Sabal Palm shall indemnify its officers, directors, employees, and agents, to the fullest extent authorized by the FBCA.	Seacoast’s bylaws provide that Seacoast may indemnify its current and former directors, officers, employees and agents in accordance with that provided under the FBCA.
Certain Business Combination Restrictions	Sabal Palm’s articles of incorporation do not contain any provision regarding business combinations between Sabal Palm and significant shareholders.	Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders.
Fundamental Business Transactions	Sabal Palm’s articles of incorporation do not contain any provision regarding fundamental business transactions.	Seacoast’s articles of incorporation provide that Seacoast needs the affirmative vote of 66 2∕3% of all shares of common stock entitled to vote for the approval of any merger, consolidation, share exchange or sale, exchange, lease, transfer, purchase and assumption of assets and liabilities, or assumption of liabilities of Seacoast or any subsidiary of all or substantially all of the corporation’s consolidated assets or liabilities or both, unless the transaction is approved and recommended to the shareholders by the affirmative vote of 66 2∕3% of all directors and a majority of the Continuing Directors.

	Sabal Palm	SEACOAST
Non-Shareholder Constituency Provision	Sabal Palm’s articles of incorporation do not contain a provision that expressly permits the board of directors to consider constituencies other than the shareholders when evaluating certain offers.	Seacoast’s articles of incorporation provide that in connection with the exercise of its judgment in determining what is in the best interest of the corporation and its shareholders when evaluating certain offers, in addition to considering the adequacy and form of the consideration, the board shall also consider the social and economic effects of the transaction on Seacoast and its subsidiaries, its and their employees, depositors, loan and other customers, creditors, and the communities in which Seacoast and its subsidiaries operate or are located; the business and financial condition, and the earnings and business prospects of the acquiring person or persons, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition, and other likely financial obligations of the acquiring person or persons, and the possible effect of such conditions upon the corporation and its subsidiaries and the other elements of the communities in which the corporation and its subsidiaries operate or are located; the competence, experience, and integrity of the person and their management proposing or making such actions; the prospects for a successful conclusion of the business combination prospects; and Seacoast’s prospects as an independent entity.
Dissenters’ Rights	Under the FBCA, a shareholder generally has the right to dissent from any merger to which the corporation is a party, from any sale of all assets of the corporation, or from any plan of exchange and to receive fair value for his or her shares. See “The Merger — Appraisal Rights for Sabal Palm Shareholders” and Appendix C.	Under the FBCA, dissenters’ rights are not available to holders of shares of any class or series of shares which is designated as a national market system security or listed on an interdealer quotation system by the National Association of Securities Dealers, Inc. Accordingly, holders of Seacoast common stock are not entitled to exercise dissenters’ rights under the FBCA.

Name	Position Held with Sabal	Principal Occupation
Neil D. McCurry, Jr.	President and Chief Executive Officer	Banker
Raymond M. Neff	Director	Insurance Executive
Richard Rivera	Director and Chairman	Restaurant Executive

Name			Principal Occupation
Joseph P. Dalton			Plumbing Contractor
Mark A. Davy			Financial Advisor
Richard Karp			Concrete Contractor
Leslie Malkin			Community Activist
Neil D. McCurry, Jr.			Banker
Raymond M. Neff			Insurance Executive
Neal Neilinger			Financial Services
Richard Rivera			Restaurant Executive
Jon Swift			General Contractor
Charlene Wolff			Financial Advisor

Name			Principal Occupation
Neil McCurry, Jr.			President and Chief Executive Officer of Sabal and Sabal Palm Bank
Rick Halloran			EVP and Chief Lending Officer of Sabal and Sabal Palm Bank
David Froelich			EVP and CFO

Name of Individual	Amount and Nature of Beneficial Ownership		Percent of Class
Directors
Joseph P. Dalton		111,140(1)		1.53%
Mark A. Davy		79,801(2)		1.11%
Richard Karp		106,620(3)		1.46%
Leslie Malkin		104,694(4)		1.44%
Neil D. McCurry, Jr.		465,526(5)		6.24%
Raymond M. Neff		369,980(6)		5.10%
Neal Neilinger		240,700(7)		3.31%
Richard Rivera		290,580(8)		4.00%
Jon Swift		230,520(9)		3.18%
Charlene Wolff		89,019(10)		1.22%
Executive Officers
Neil D. McCurry, Jr.		465,526(5)		6.24%
Rick Halloran		204,140(11)		2.77%
David Froelich		72,050(12)		0.98%
Directors and Officers (as a group, 12 persons)		2,364,770(13)		30.11%

	Page
Preamble		A-5
ARTICLE 1 – TRANSACTIONS AND TERMS OF MERGER		A-5
1.1 Merger		A-5
1.2 Bank Merger		A-5
1.3 Time and Place of Closing		A-6
1.4 Effective Time		A-6
1.5 Conversion of Sabal Palm Common Stock		A-6
1.6 SBC Common Stock		A-7
1.7 Sabal Palm Equity Awards		A-7
1.8 Organizational Documents of Surviving Corporation; Directors and Officers		A-7
1.9 Tax Consequences		A-7
ARTICLE 2 – DELIVERY OF MERGER CONSIDERATION		A-8
2.1 Exchange Procedures.		A-8
2.2 Rights of Former Sabal Palm Shareholders		A-9
2.3 Dissenters’ Rights		A-9
ARTICLE 3 – REPRESENTATIONS AND WARRANTIES		A-10
3.1 Company Disclosure Letter		A-10
3.2 Standards		A-10
3.3 Representations and Warranties of the Company		A-11
3.4 Representations and Warranties of Seacoast		A-27
ARTICLE 4 – COVENANTS AND ADDITIONAL AGREEMENTS		A-31
4.1 Conduct of Business Prior to Effective Time		A-31
4.2 Forbearances		A-31
4.3 Litigation		A-33
4.4 State Filings		A-33
4.5 Sabal Palm Shareholder Approval; Registration Statement and Proxy Statement/Prospectus		A-33
4.6 Listing of SBC Capital Stock		A-34
4.7 Reasonable Best Efforts		A-34
4.8 Applications and Consents		A-35
4.9 Notification of Certain Matters		A-35
4.10 Investigation and Confidentiality		A-35
4.11 Press Releases; Publicity		A-36
4.12 Acquisition Proposals		A-36
4.13 Takeover Laws		A-37
4.14 Employee Benefits and Contracts.		A-37
4.15 Indemnification		A-38
4.16 Resolution of Certain Matters		A-39
4.17 Claims Letters		A-39
4.18 Restrictive Covenant Agreement		A-39
4.19 Systems Integration		A-39

	Page
4.20 Additional Contracts.		A-40
4.21 Transfer Taxes		A-40
4.22 Approval of 280G Payments		A-40
4.23 Redemption or Conversion of Sabal Palm Subordinated Debentures		A-41
4.24 Company Options		A-41
ARTICLE 5 – CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE		A-41
5.1 Conditions to Obligations of Each Party		A-41
5.2 Conditions to Obligations of Seacoast		A-42
5.3 Conditions to Obligations of The Company		A-43
ARTICLE 6 – TERMINATION		A-44
6.1 Termination		A-44
6.2 Effect of Termination		A-45
ARTICLE 7 – MISCELLANEOUS		A-46
7.1 Definitions		A-46
7.2 Non-Survival of Representations and Covenants		A-53
7.3 Expenses		A-53
7.4 Termination Fee		A-53
7.5 Entire Agreement		A-54
7.6 Amendments		A-54
7.7 Waivers		A-54
7.8 Assignment		A-55
7.9 Notices		A-55
7.10 Governing Law		A-55
7.11 Counterparts		A-55
7.12 Captions		A-56
7.13 Interpretations		A-56
7.14 Severability		A-56
7.15 Attorneys’ Fees		A-56
7.16 Waiver of Jury Trial		A-56

	Exhibit			Description
	A			Bank Merger Agreement
	B			Form of Shareholder Support Agreement
	C			Form of Claims Letter
	D			Form of Restrictive Covenant Agreement

	Affordable Care Act			Section 3.3(j)(iii)
	Aggregate Merger Consideration			Section 1.5(a)
	Articles of Merger			Section 1.4
	Agreement			Parties
	Bank			Parties
	Bank Merger			Preamble
	Bank Merger Agreement			Preamble
	CARES Act			Section 3.3(h)(xi)
	Change in Recommendation			Section 4.12(b)
	Closing			Section 1.2
	Closing Date			Section 1.2
	Company			Parties
	Company Regulatory Agreement			Section 3.3(v)
	Covered Employees			Section 4.14(a)
	COVID-19 Measures			Section 3.3(h)(xi)
	CRA			Section 3.3(q)
	Debentures			Section 4.23(a)
	Dissenter Provisions			Section 2.3
	Dissenting Shareholder			Section 2.3
	Effective Time			Section 1.4
	Exchange Agent			Section 2.1(a)
	Exchange Fund			Section 2.1(d)
	Excluded Shares			Section 1.5(e)
	IIPI			Section 3.3(r)(i)
	Indemnification Notice			Section 7.2(b)
	Indemnified Party			Section 4.15(a)
	Indemnified Parties			Section 7.2(b)
	Loans			Section 3.3(n)(i)
	Material Adverse Effect			Section 3.2(b)
	Measuring Date			Section 7.1(a)
	Merger			Preamble
	Merger Consideration			Section 1.5(a)

	PPP			Section 3.3(h)(xii)
	Regulatory Consents			Section 4.8(b)
	Required Consents			Section 5.1(b)
	Sabal Palm Certificates			Section 1.5(b)
	Sabal Palm Directors’ Recommendation			Section 3.3(b)(ii)
	Sabal Palm Disclosure Letter			Section 3.1
	Sabal Palm Latest Balance Sheet			Section 3.3(d)(ii)
	Sarbanes-Oxley Act			Section 3.3(d)(iv)
	Shareholder Support Agreement			Preamble
	SBC			Parties
	SBC Preferred Stock			Section 3.4(c)
	SBC Regulatory Agreement			Section 3.4(f)(ii)
	Seacoast			Parties
	SNB			Parties
	Surviving Bank			Section 1.2
	Surviving Corporation			Section 1.1
	Takeover Laws			Section 3.3(v)

	Seacoast:			Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Telecopy Number: (772) 288-6086 Attention: Charles M. Shaffer
	Copy to Counsel (which shall not constitute notice):			Alston & Bird LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Telecopy Number: (404) 881-7777
				Attention: Randolph A. Moore III
	Company:			Sabal Palm Bancorp, Inc. 1950 Ringling Boulevard, Suite 101 Sarasota, Florida 34236 Attention: Neil D. McCurry, Jr.
	Copy to Counsel (which shall not constitute notice):			Smith Mackinnon, PA 301 East Pine Street, Suite 750 Orlando, Florida 32801 Attention: Jack P. Greeley, Esq.

	To Buyer:			Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Attention: Charles M. Shaffer
	To Employee:			To the address set forth under such Employee’s name on the signature page of this Agreement

	To Buyer:			Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Attention: Charles M. Shaffer
	To Director:			To the address set forth under such Director’s name on the signature page of this Agreement

		Certain exhibits and schedules to the Agreement and Plan of Merger have been omitted. Such exhibits and schedules are described in the Agreement and Plan of Merger. Seacoast Banking Corporation of Florida hereby agrees to furnish to the Securities and Exchange Commission, upon its request, any or all of such omitted exhibits and schedules.
Exhibit 2.2	—	Amendment to Agreement and Plan of Merger, dated November 12, 2021, by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, Sabal Palm Bancorp, Inc. and Sabal Palm Bank (attached as Appendix A to the proxy statement/prospectus).
Exhibit 3.1.1	—	Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Quarterly Report on Form 10-Q, filed May 10, 2006).
Exhibit 3.1.2	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed December 23, 2008).
Exhibit 3.1.3	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.4 to Seacoast’s Form S-1, filed June 22, 2009).
Exhibit 3.1.4	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed July 20, 2009).
Exhibit 3.1.5	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed December 3, 2009).
Exhibit 3.1.6	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K/A, filed July 14, 2010).
Exhibit 3.1.7	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed June 25, 2010).
Exhibit 3.1.8	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed June 1, 2011).
Exhibit 3.1.9	—	Articles of Amendment to the Amended and Restated Articles of Incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed December 13, 2013).
Exhibit 3.1.10	—	Articles of Amendment to the Amended and Restated articles of incorporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed May 30, 2018).
Exhibit 3.2	—	Amended and Restated By-laws of the Corporation (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed October 26, 2020).
Exhibit 4.1	—	Specimen Common Stock Certificate (incorporated herein by reference from Exhibit 3.1 to Seacoast’s Form 8-K, filed October 26, 2020).
Exhibit 5.1	—	Legal Opinion of Alston & Bird, LLP*
Exhibit 8.1	—	Tax Opinion of Alston & Bird, LLP.
Exhibit 21.1	—	Subsidiaries of the Registrant (incorporated herein by reference from Exhibit 21 Seacoast’s Form 10-K, filed on March 1, 2021).
Exhibit 23.1	—	Consent of Alston & Bird (included in the Opinion referenced in Exhibit 5.1)*
Exhibit 23.2	—	Consent of Crowe LLP