Seacoast Banking Corp Of Florida S-4, filed Apr 6, 2020

Seacoast Banking Corp Of Florida (SBCF)

S-4 2020-04-06

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	Randolph A. Moore III Alston & Bird LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309 Telephone: (404) 881-7000			Cathy P. Swanson Fourth Street Banking Company 1200 Fourth Street, North Saint Petersburg, Florida 33701 Telephone: 727-820-8600			Jack P. Greeley, Esq. Smith Mackinnon, PA 301 East Pine Street, Suite 750 Orlando, Florida 32801 Telephone: (407) 843-7300


Title of Each Class of Securities to be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee(2)
Common Stock $0.10 par value	2,119,721 (1)		Not applicable		$	37,573,076.30		$	4,876.99

	Page
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING		1
SUMMARY		6
Information regarding Seacoast, SNB, Fourth Street and Freedom Bank		6
Regulatory Approvals		6
The Merger		7
Closing and Effective Time of the Merger		7
Merger Consideration		7
Equivalent Fourth Street Common Stock Per Share Value		8
Procedures for Converting Shares of Fourth Street Common Stock into Merger Consideration		8
Material U.S. Federal Income Tax Consequences of the Merger		8
Appraisal Rights		8
Opinion of Fourth Street’s Financial Advisor		9
Recommendation of the Fourth Street Board of Directors		9
Interests of Fourth Street Directors and Executive Officers in the Merger		9
Treatment of Fourth Street Equity Awards		10
Conditions to Completion of the Merger		10
Third Party Proposals		11
Termination		11
Termination Fee		12
NASDAQ Listing		12
Fourth Street Special Meeting		13
Required Shareholder Votes		13
No Restriction on Resale		13
Market Prices and Dividend Information		13
Comparison of Shareholders’ Rights		14
Risk Factors		14
RISK FACTORS		15
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS		22
SEACOAST SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA		24
MARKET PRICES AND DIVIDEND INFORMATION		25
INFORMATION ABOUT THE FOURTH STREET SPECIAL MEETING		27
Time, Date, and Place		27
Matters to be Considered at the Meeting		27
Recommendation of the Fourth Street Board of Directors		27
Record Date and Quorum		27
Required Vote		28
How to Vote — Shareholders of Record		28
Revocation of Proxies		29
Shares Subject to Support Agreements; Shares Held by Directors and Executive Officers		29

	Page
Solicitation of Proxies		29
Attending the Meeting		30
Questions and Additional Information		30
THE MERGER		31
Background of the Merger		31
Fourth Street’s Reasons for the Merger and Recommendations of the Fourth Street Board of Directors		33
Seacoast’s Reasons for the Merger		35
Opinion of Fourth Street’s Financial Advisor		36
Material U.S. Federal Income Tax Consequences of the Merger		46
Accounting Treatment		49
Regulatory Approvals		49
Appraisal Rights for Fourth Street Shareholders		49
Board of Directors and Management of SNB Following the Merger		53
Interests of Fourth Street Directors and Executive Officers in the Merger		53
Treatment of Fourth Street Equity Awards		54
Director Restrictive Covenant Agreement; Claims Letters		54
Indemnification and Insurance		55
THE 280G PROPOSAL		56
ADJOURNMENT OF THE FOURTH STREET SPECIAL MEETING		59
THE MERGER AGREEMENT		60
The Merger and the Bank Merger		60
Closing and the Effective Time of the Merger		60
Merger Consideration		60
Treatment of Fourth Street Equity Awards		61
Exchange Procedures		61
Organizational Documents of Surviving Holding Company and Surviving Bank; Directors and Officers		62
Conduct of Business Pending the Merger		62
Company Shareholder Approval		64
Regulatory Matters		64
NASDAQ Listing		65
Employee Matters		65
Indemnification and Directors’ and Officers’ Insurance		65
Third Party Proposals		66
Approval of 280G Payments		67
Systems Integration; Operating Functions		67
Representations and Warranties		68
Conditions to Completion of the Merger		69
Termination		71
Termination Fee		72

	Page
Waiver; Amendment		72
Expenses		72
COMPARISON OF SHAREHOLDERS’ RIGHTS		73
BUSINESS OF FOURTH STREET		80
BENEFICIAL OWNERSHIP OF FOURTH STREET COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF FOURTH STREET		84
DESCRIPTION OF SEACOAST CAPITAL STOCK		86
EXPERTS		90
LEGAL MATTERS		90
OTHER MATTERS		90
DOCUMENTS INCORPORATED BY REFERENCE		90
APPENDICES:
Appendix A — Agreement and Plan of Merger		A-1
Appendix B — Opinion of Hovde Group		B-1
Appendix C — Provisions of Florida Business Corporation Act Relating to Appraisal Rights		C-1

Date	Seacoast closing sale price			Equivalent Fourth Street per share value
January 22, 2020		$	29.39		$	3.75
, 2020		$			$

	Seacoast Common Stock
	High			Low			Dividends
2018
First Quarter		$	28.44		$	23.96		$	—
Second Quarter		$	33.51		$	25.61		$	—
Third Quarter		$	34.95		$	28.30
Fourth Quarter		$	29.86		$	21.74
2019
First Quarter		$	29.75		$	24.45		$	—
Second Quarter		$	28.78		$	22.99		$	—
Third Quarter		$	27.64		$	22.35		$	—
Fourth Quarter		$	31.02		$	24.70		$	—
2020
First Quarter		$	30.55		$	14.64		$	—
Second Quarter (through , 2020)		$			$			$	—

	Year Ended December 31,
(Amounts in thousands, except per share data)	2019			2018			2017			2016			2015
Net interest income		$	243,618		$	211,515		$	176,296		$	139,588		$	109,487
Provision for loan losses			10,999			11,730			5,648			2,411			2,644
Noninterest income:
Other			55,515			50,645			43,230			37,427			32,434
Gain on sale of VISA stock			—			—			15,153			—			—
Securities gains/(losses), net			1,217			(623)			86			368			161
Noninterest expenses			160,739			162,273			149,916			130,881			103,770
Income before income taxes			128,612			87,534			79,201			44,091			35,668
Provision for income taxes			29,873			20,259			36,336			14,889			13,527
Net income		$	98,739		$	67,275		$	42,865		$	29,202		$	22,141
Per Share Data
Net income available to common shareholders:
Diluted		$	1.90		$	1.38		$	0.99		$	0.78		$	0.66
Basic			1.92			1.40			1.01			0.79			0.66
Cash dividends declared			0.00			0.00			0.00			0.00			0.00
Book value per share common			19.13			16.83			14.70			11.45			10.29
Assets		$	7,108,511		$	6,747,659		$	5,810,129		$	4,680,932		$	3,534,780
Net loans			5,163,250			4,792,791			3,790,255			2,856,136			2,137,202
Deposits			5,584,753			5,177,240			4,592,720			3,523,245			2,844,387
Shareholders’ equity			985,639			864,267			689,664			435,397			353,453
Performance Ratios
Return on average assets			1.45%			1.11%			0.82%			0.69%			0.67
Return on average equity			10.63			9.08			7.51			7.06			6.56
Average equity to average assets			13.60			12.23			10.96			9.85			10.21

Buyer (State)			Target (State)
First Bancshares, Inc. (MS)			Southwest Georgia Financial Corporation (GA)
Reliant Bancorp, Inc. (TN)			First Advantage Bancorp (TN)
Reliant Bancorp, Inc. (TN)			Tennessee Community Bank Holdings, Inc. (TN)
Community First Bancshares, Inc. (GA)			ABB Financial Group, Inc. (GA)
First Financial Banc Corporation (AR)			First National Corporation of Wynne (AR)
First Bancshares, Inc. (MS)			First Florida Bancorp, Inc. (FL)
BancorpSouth Bank (MS)			Summit Financial Enterprises, Inc. (FL)
United Community Banks, Inc. (GA)			First Madison Bank & Trust (GA)
Seacoast Banking Corporation of Florida (FL)			First Green Bancorp, Inc. (FL)
CapStar Financial Holdings, Inc. (TN)			Athens Bancshares Corporation (TN)
National Commerce Corporation (AL)			Landmark Bancshares, Inc. (GA)
First Federal Bancorp, MHC (FL)			Coastal Banking Company, Inc. (SC)
United Community Banks, Inc. (GA)			Four Oaks Fincorp, Inc. (NC)

Buyer (State)			Target (State)
Norwood Financial Corp. (PA)			UpState New York Bancorp, Inc. (NY)
CNB Financial Corporation (PA)			Bank of Akron (NY)
Level One Bancorp, Inc. (MI)			Ann Arbor Bancorp, Inc. (MI)
South Plains Financial, Inc. (TX)			West Texas State Bank (TX)
First Financial Banc Corporation (AR)			First National Corporation of Wynne (AR)
Spirit of Texas Bancshares, Inc. (TX)			Chandler Bancorp, Inc. (TX)
First Bancshares, Inc. (MS)			First Florida Bancorp, Inc. (FL)
Nicolet Bankshares, Inc. (WI)			Choice Bancorp, Inc. (WI)
Santa Cruz County Bank (CA)			Lighthouse Bank (CA)
BancorpSouth Bank (MS)			Summit Financial Enterprises, Inc. (FL)
Glacier Bancorp, Inc. (MT)			FNB Bancorp (UT)
BayCom Corp (CA)			Uniti Financial Corporation (CA)
Spirit of Texas Bancshares, Inc. (TX)			First Beeville Financial Corporation (TX)
BancorpSouth Bank (MS)			Casey Bancorp, Inc. (TX)
First Bancshares, Inc. (MS)			FPB Financial Corp. (LA)
OceanFirst Financial Corp. (NJ)			Capital Bank of New Jersey (NJ)
RCB Holding Company, Inc. (OK)			Central Bank and Trust Co. (KS)

	Price-to-LTM Earnings Multiple		Price-to-Common Tangible Book Value Multiple(1)		Price-to-Adjusted Common Tangible Book Value Multiple(1)(2)		Premium-to-Core Deposits Multiple(1)(3)
Precedent Transactions Regional Group:
Median		15.7x		171.5%		193.5%		11.5%
Minimum		10.9x		144.0%		150.4%		7.25%
Maximum		22.8x		228.0%		267.0%		18.1%
Precedent Transactions Nationwide Group:
Median		14.3x		173.1%		199.6%		11.5%
Minimum		12.7x		137.2%		163.0%		6.79%
Maximum		21.0x		216.4%		275.2%		19.5%

	Tangible Equity/ Tangible Assets		Core Deposits(1)		LTM ROAA(2)		LTM ROAE(2)		Efficiency Ratio		NPAs/ Assets(3)		LLR/ NPLs(4)
Fourth Street(5)		10.6%		78.7%		1.41%		12.9%		60.2%		0.29%		297.7%
Precedent Transactions – Regional Group Median:		10.4%		73.6%		1.08%		10.8%		64.1%		0.59%		169.5%
Precedent Transactions – Nationwide Group Median:		11.5%		84.5%		1.27%		12.8%		57.2%		0.39%		173.0%

Implied Multiple Value for Fourth Street common stock Based On:	Value of Aggregate Merger Consideration			Price-to-LTM Earnings Multiple(1)		Price-to-Common Tangible Book Value Multiple(1)(2)		Price-to-Adjusted Common Tangible Book Value Multiple(1)(2)(3)		Premium-to- Core Deposits Multiple(1)(2)(4)
	($000)
Assumed Value of Aggregate Merger Consideration		$	63,600		14.4x		173.3%		197.1%		11.1%
DCF Analysis — Terminal P/E Multiple
Midpoint Value		$	61,610		13.9x		167.9%		189.9%		10.3%
DCF Analysis — Terminal P/Adj. TBV Multiple
Midpoint Value		$	57,054		12.9x		155.4%		173.5%		8.39%

Implied Value for Fourth Street common stock Based Upon:(3)	Minimum Implied Value			Average or Midpoint Implied Value			Maximum Implied Value
Comparable M&A Transactions – Regional Group		$	62,597		$	64,853		$	69,421
Comparable M&A Transactions – Nationwide Group		$	63,190		$	63,926		$	64,679
DCF – Terminal P/E Multiple		$	51,507		$	61,610		$	72,528
DCF – Terminal P/Adj. TBV Multiple		$	52,354		$	57,054		$	62,089

	Home BancShares, Inc.			Amerant Bancorp, Inc.
	Trustmark Corporation			FB Financial Corporation
	Renasant Corporation			First Bancorp
	United Community Banks, Inc.			City Holding Company
	WesBanco, Inc.			Carter Bank & Trust
	TowneBank			HomeTrust Bancshares, Inc.
	ServisFirst Bancshares, Inc.			First Bancshares, Inc.

	Market Cap ($M)			Price/ Tangible Book Value		Price/ 2019E EPS		Price/ 2020E EPS		Dividend Yield		YTD Price Change		Two Year Total Return
Seacoast		$	1,504.4		205.6%		14.9x		14.7x		0.00%		(3.86)%		9.62%
Comparable Companies:
Median		$	1,652.0		178.6%		14.0x		14.1x		2.20%		(2.80)%		0.17%

Disqualified Individual	Estimated Total Section 280G Value of the Stock Option Acceleration
Frederick Bickley		$
Kern Davis		$
William McQueen		$
Christopher Moench		$
Christian Ruppel		$
John Savage		$
Richard Wilkes		$

Disqualified Individual	Estimated Total Section 280G Value of the Payments		Safe Harbor Amount			Estimated Value of the Excess Amounts Submitted for Shareholder Approval under the 280G Proposal
Frederick Bickley		$		$	15,269		$
Kern Davis		$		$	7,559		$
William McQueen		$		$	8,729		$
Christopher Moench		$		$	11,819		$
Christian Ruppel		$		$	4,769		$
John Savage		$		$	10,950		$
Richard Wilkes		$		$	9,119		$

	Fourth Street	SEACOAST
Capital Stock	Holders of Fourth Street capital stock are entitled to all the rights and obligations provided to capital shareholders under the FBCA and Fourth Street’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	Fourth Street’s authorized capital stock consists of 20,000,000 shares of common stock, par value $1.00 per share, and 5,000,000 shares of preferred 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 February 28, 2020, there were 11,219,850 shares of Fourth Street common stock outstanding and no shares of Fourth Street preferred stock outstanding.	As of December 31, 2019, there were 51,513,733 shares of Seacoast common stock outstanding and no shares of Seacoast preferred stock outstanding.
Voting Rights	Holders of Fourth Street 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.
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.

	Fourth Street	SEACOAST
		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. Fourth Street’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.
Removal of Directors	Fourth Street’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	Fourth Street’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	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

	Fourth Street	SEACOAST
	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.	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	Fourth Street’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.	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.
	Fourth Street’s bylaws also provide that 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 Fourth Street 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

	Fourth Street	SEACOAST
		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.
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	Fourth Street’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) 662∕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	Fourth Street’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) 662∕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) 662∕3% of all shares of common stock entitled to vote and (2) an Independent Majority of Shareholders. 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.

	Fourth Street	SEACOAST
Special Meeting of Shareholders	Fourth Street’s bylaws provide that special meetings of shareholders of Fourth Street may be called by the chairman of the board or the president of Fourth Street 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 Fourth Street. Shareholder’s must sign, date, and deliver to Fourth Street’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, Chief Executive Officer, the President or by the board of directors, and shall be called by the Chief Executive Officer at the request of the holders of shares representing not less than 50% of all votes entitled to be cast by all shares of Seacoast common stock outstanding.
Quorum	Except as otherwise provided in Fourth Street’s bylaws or articles of incorporation, a majority of the outstanding shares of Fourth Street 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.	Under the FBCA, a proxy is valid for 11 months unless a longer period in expressly provided in the appointment form.
Preemptive Rights	Fourth Street’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 Fourth Street 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	Fourth Street’s bylaws provide that Fourth Street 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	Fourth Street’s articles of incorporation do not contain any provision regarding business combinations between Fourth Street and significant shareholders.	Seacoast’s articles of incorporation do not contain any provision regarding business combinations between Seacoast and significant shareholders.
Fundamental Business Transactions	Fourth Street’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

	Fourth Street	SEACOAST
		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.
Non-Shareholder Constituency Provision	Fourth Street’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 Fourth Street 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 Fourth Street	Principal Occupation Or Employment
Neil W. Savage	Chairman of the Board	Retired Banker
Christopher S. Moench	Vice Chair of the Board	Chief Executive Officer
Stephenson Anderson	Director	Business Owner
Frederick L. Bickley	Director	Real Estate Investor
Ronald Campbell	Director	Business Executive
Kern M. Davis, M.D.	Director	Medical Doctor
William B. McQueen	Director	Partner/Attorney
James A. Montgomery	Director	Retired Investment Manager
Christian D. Ruppel	Director	Entrepreneur and Executive
Dennis G. Ruppel	Director	Insurance Company Executive
John W. Savage	Director	Senior Executive
Craig Sher	Director	Business Executive
Cathy P. Swanson	Director and CEO	CEO of Fourth Street and Freedom Bank
Richard D. Wilkes, DVM	Director	Business Owner

Name	Position Held with Freedom Bank	Principal Occupation Or Employment
Dennis G. Ruppel	Chairman of the Board	Insurance Company Executive
William B. McQueen	Vice Chair of the Board	Partner/Attorney
Stephenson Anderson	Director	Business Owner
Frederick L. Bickley	Director	Real Estate Investor
Ronald Campbell	Director	Business Executive
Kern M. Davis, M.D.	Director	Medical Doctor
James A. Montgomery	Director	Retired Investment Manager
Christian D. Ruppel	Director	Entrepreneur and Executive
John W. Savage	Director	Senior Executive
Neil W. Savage	Director	Retired Banker
Craig Sher	Director	Business Executive
Cathy P. Swanson	Director	CEO of Fourth Street and Freedom Bank
Richard D. Wilkes, DVM	Director	Business Owner

Name			Principal Occupation and Business Experience During the Past Five Years
Cathy P. Swanson			CEO of Freedom Bank, and President and CEO of Fourth Street
Susan L. Blackburn			President and COO of Freedom Bank
C. Peter Bardin			CFO of Freedom Bank and CFO and Corporate Secretary of Fourth Street

	Common Stock Beneficially Owned
Name of Beneficial Owner and Address of more that 5% of the shares	Number		Percent
5% or Greater Shareholders
SME Chirldren LP(1) 756 Harbour Isles Court, North Palm Beach, FL 33410		1,061,637		9.07%
Directors and Executive Officers
Stephenson Anderson(2)		121,763		1.08%
Frederick L. Bickley(3)		230,632		2.04%
Ronald J. Campbell		33,000		0.29%
Kern M. Davis, MD(4)		248,000		2.21%
William B. McQueen(5)		254,000		2.25%
Christopher S. Moench(6) 150 Second Avenue North, Suite 1600,n St. Petersburg, FL 33701		1,427,004*		12.05%
James A. Montgomery, Jr.(7)		52,710		0.47%
Christian D. Ruppel(8)		1,036,784		8.87%
Dennis G. Ruppel(9)		892,882		7.66%
John W. Savage(10) 150 Second Avenue North, Suite 1600,n St. Petersburg, FL 33701		1,423,204*		12.02%
Neil W. Savage(11) 150 Second Avenue North, Suite 1600,n St. Petersburg, FL 33701		1,507,404*		12.65%
Craig H. Sher(12)		160,000		1.43%
Cathy P. Swanson(13)		71,747		0.64%
Richard D. Wilkes, DVM(14)		1,105,902		9.47%
C. Peter Bardin(15)		66,040		0.59%
Adam M. Curtis(16)		36,370		0.32%
Susan L. Blackburn(17)		70,081		0.62%
All Directors and Executive Officers as a Group (17 persons)		5,899,515		42.92%

	Page
Parties		A-1
Preamble		A-1
ARTICLE 1 — TRANSACTIONS AND TERMS OF MERGER		A-1
1.1 Merger		A-1
1.2 Bank Merger		A-1
1.3 Time and Place of Closing		A-2
1.4 Effective Time		A-2
1.5 Conversion of Fourth Street Common Stock		A-2
1.6 SBC Common Stock		A-3
1.7 Fourth Street Equity Awards		A-3
1.8 Organizational Documents of Surviving Corporation; Directors and Officers		A-3
1.9 Tax Consequences		A-3
ARTICLE 2 — DELIVERY OF MERGER CONSIDERATION		A-4
2.2 Rights of Former Fourth Street Shareholders		A-5
2.3 Dissenters’ Rights		A-5
ARTICLE 3 — REPRESENTATIONS AND WARRANTIES		A-6
3.1 Company Disclosure Letter		A-6
3.2 Standards		A-6
3.3 Representations and Warranties of the Company		A-7
3.4 Representations and Warranties of Seacoast		A-22
ARTICLE 4 — COVENANTS AND ADDITIONAL AGREEMENTS		A-25
4.1 Conduct of Business Prior to Effective Time		A-25
4.2 Forbearances		A-26
4.3 Litigation		A-28
4.4 State Filings		A-28
4.5 Fourth Street Shareholder Approval; Registration Statement and Proxy Statement/ Prospectus		A-28
4.6 Listing of SBC Capital Stock		A-29
4.7 Reasonable Best Efforts		A-29
4.8 Applications and Consents		A-30
4.9 Notification of Certain Matters		A-30
4.10 Investigation and Confidentiality		A-30
4.11 Press Releases; Publicity		A-31
4.12 Acquisition Proposals		A-31
4.13 Takeover Laws		A-32
4.14 Employee Benefits and Contracts.		A-32
4.15 Indemnification		A-33
4.16 Resolution of Certain Matters		A-34
4.17 Claims Letters		A-34
4.18 Restrictive Covenant Agreement		A-34
4.19 Systems Integration		A-34

	Page
4.20 Transfer Taxes		A-35
4.21 Litigation and Claims.		A-35
4.22 Redemption or Conversion of Fourth Street Subordinated Debentures.		A-35
4.23 No Control of Other Party’s Business.		A-36
ARTICLE 5 — CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE		A-36
5.1 Conditions to Obligations of Each Party		A-36
5.2 Conditions to Obligations of Seacoast		A-36
5.3 Conditions to Obligations of The Company		A-38
ARTICLE 6 — TERMINATION		A-38
6.1 Termination		A-38
6.2 Effect of Termination		A-40
ARTICLE 7 — MISCELLANEOUS		A-40
7.1 Definitions		A-40
7.2 Non-Survival of Representations and Covenants		A-47
7.3 Expenses		A-47
7.4 Termination Fee		A-47
7.5 Entire Agreement		A-48
7.6 Amendments		A-49
7.7 Waivers		A-49
7.8 Assignment		A-49
7.9 Notices		A-49
7.10 Governing Law		A-50
7.11 Counterparts		A-50
7.12 Captions		A-50
7.13 Interpretations		A-50
7.14 Severability		A-50
7.15 Attorneys’ Fees		A-50
7.16 Waiver of Jury Trial		A-50

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(iii)
	Aggregate Merger Consideration			Section 1.4(a)
	Articles of Merger			Section 3.3
	Agreement			Parties
	Bank			Parties
	Bank Merger			Preamble
	Bank Merger Agreement			Preamble
	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)
	Covered Parties			Section 4.15(b)
	CRA			Section 3.3(q)
	Debentures			Section 1.5(d)
	Dissenting Shareholder			Section 2.3
	Effective Time			Section 1.3
	Exchange Agent			Section 2.1(a)
	Exchange Fund			Section 2.1(d)
	Excluded Shares			Section 1.5(e)
	Fourth Street Certificates			Section 1.4(b)
	Fourth Street Directors’ Recommendation			Section 3.3(b)(ii)
	Fourth Street Disclosure Letter			Section 3.1
	Fourth Street Latest Balance Sheet			Section 3.3(d)(ii)

	Fourth Street Meeting			Section 4.5(a)
	IIPI			Section 3.3(r)(i)
	Indemnification Notice			Section 7.2(b)
	Indemnified Party			Section 4.15(a)
	Indemnified Parties			Section 7.2(b)
	Material Adverse Effect			Section 3.2(b)
	Measuring Date			Section 7.1(a)
	Merger			Preamble
	Merger Consideration			Section 1.4(a)
	OCC			Section 1.3
	Regulatory Consents			Section 4.8(b)
	Required Consents			Section 5.1(b)
	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 1.1
	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: Dennis Hudson
	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:			Fourth Street Banking Company 1200 Fourth Street, North Saint Petersburg, Florida 33701 Attention: Cathy P. Swanson
	Copy to Counsel (which shall not constitute notice):			Smith Mackinnon, PA 255 South Orange Avenue, Suite 1200 Orlando, Florida 32801 Attention: Jack P. Greeley, Esq.

				“SELLER”
				FOURTH STREET BANKING COMPANY
				By:			Name: Cathy Swanson Title: Chief Executive Officer

				“BUYER”
				SEACOAST BANKING CORPORATION OF FLORIDA
				By:			Name: Dennis S. Hudson, III Title: Chief Executive Officer

				“SHAREHOLDER”
				Name:
				Address:
				Number of Shares of Common Stock Over Which Shareholder Has Voting Power and Capacity of Ownership (including any Shares that are converted as a result of the Merger):

	BUYER:
	SEACOAST BANKING CORPORATION OF FLORIDA
	By:			Name: Dennis S. Hudson, III Title: Chairman and Chief Executive Officer

		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 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 3.2	—	Amended and Restated By-laws of the Corporation (incorporated herein by reference from Exhibit 3.2 to Seacoast’s Form 8-K, filed December 21, 2007).
Exhibit 4.1	—	Specimen Common Stock Certificate (incorporated herein by reference from Exhibit 4.1 to Seacoast’s Form 10-K, filed March 17, 2014).
Exhibit 5.1	—	Legal Opinion of Alston & Bird, LLP
Exhibit 8.1	—	Tax Opinion of Alston & Bird, LLP (to be filed by amendment).
Exhibit 8.2	—	Tax Opinion of Hacker, Johnson & Smith (to be filed by amendment).
Exhibit 21.1	—	Subsidiaries of the Registrant (incorporated herein by reference from Exhibit 21 Seacoast’s Form 10-K, filed February 27, 2020).
Exhibit 23.1	—	Consent of Alston & Bird (included in the Opinion referenced in Exhibit 5.1)
Exhibit 23.2	—	Consent of Crowe LLP
Exhibit 24	—	Power of Attorney (included in the signature page hereto)
Exhibit 99.1	—	Form of Proxy to be used at Fourth Street Banking Company Special Shareholders Meeting (to be filed by amendment).
Exhibit 99.2	—	Consent of Hovde Group, LLC