M&A - SEACOAST BANKING CORP OF FLORIDA

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Merger

Type: New

Accession Number: 000073070825000135

Filing Summary: Seacoast Banking Corporation of Florida has filed a Form 425 with the SEC regarding its proposed merger with Heartland Bancshares, Inc. This filing includes a registration statement and a proxy statement that are crucial for the shareholders of Heartland Bancshares. The document outlines the need for approval from shareholders of Heartland Bancshares for the merger to proceed. Moreover, it cautions investors about forward-looking statements, emphasizing various risks and uncertainties that could affect the merger's completion, including shareholder approval, timing, potential changes in Seacoast's share price, and integration challenges post-merger. The filing also indicates that additional documents related to the transaction will be made available, urging investors to review them carefully when they are published, and specifies that Heartland Bancshares’ management may be involved in the proxy solicitation process.

Form Type: 425

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000073070825000138

Filing Summary: Seacoast Banking Corporation of Florida announced its pending acquisition of Villages Bancorporation, Inc. and its subsidiary, Citizens First Bank. The acquisition is valued at approximately $710.8 million and is structured to include 25% cash and 75% stock. The merger reflects a strategic partnership aimed at enhancing customer service and expanding banking operations within the growing Villages community. Key executives from Seacoast highlighted the cultural alignment and the strategic advantages of this merger, which includes an expected 24% earnings accretion upon full cost-saving realization by 2026. Regulatory approvals are pending, with an expected closure in the fourth quarter of 2025. The acquisition aims to leverage the distinctive demographic growth in the Villages area, enhancing franchise value and expanding deposit and loan portfolios while maintaining a robust capital position. Management is focusing on a seamless integration with no branch closures anticipated and plans to restructure Villages Bancorporation’s bond portfolio to optimize returns.

Form Type: 425

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000110465925054277

Filing Summary: On May 29, 2025, Seacoast Banking Corporation of Florida and Seacoast National Bank entered into a Merger Agreement with Villages Bancorporation, Inc. and its subsidiary, Citizens First Bank. Under the terms of the agreement, Villages Bancorporation will merge with Seacoast Banking, and Citizens First Bank will merge with Seacoast National Bank. The exchange ratio offers VBI shareholders options to receive cash or Seacoast common stock or a combination of both. The agreement has been approved by respective Boards and outlines key covenants and conditions for the merger, including shareholder approval and regulatory consents. Seacoast also plans to discuss the merger in a conference call on May 30, 2025, and will file necessary documents with the SEC regarding the transaction.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Merger

Type: New

Accession Number: 000110465925054274

Filing Summary: On May 29, 2025, Seacoast Banking Corporation of Florida and Seacoast National Bank entered into a Merger Agreement with Villages Bancorporation, Inc. and Citizens First Bank. This merger will lead to VBI merging with Seacoast, and Citizens First Bank merging with SNB, with Seacoast and SNB as the surviving entities respectively. Under the terms of the agreement, VBI shareholders may receive $1,000 in cash per share, 38.5 shares of Seacoast common stock, or a combination thereof, with a defined proration mechanism for payouts. The agreement is subject to various customary conditions, including regulatory approvals and a vote by VBI shareholders. A significant termination fee of $31.4 million will be payable by VBI under certain circumstances. Furthermore, agreements related to shareholders and development support have also been established, highlighting restrictions on shareholding and commitments to future bank branch development. The document emphasizes that the merger is not intended to provide any comprehensive financial details but instead focuses on the agreement's terms, with further filings to come with the SEC.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000073070825000123

Filing Summary: On May 14, 2025, Seacoast Banking Corporation of Florida announced it received necessary regulatory approvals for the acquisition of Heartland Bancshares, Inc. and Heartland National Bank. The transaction is set to close on or around July 11, 2025, pending customary closing conditions and shareholder approval of Heartland Bancshares, Inc. Seacoast has filed a Form S-4 registration statement with the SEC containing a proxy statement of Heartland and a prospectus of Seacoast related to the merger. Stakeholders are urged to review these documents as they will contain crucial information about the acquisition.

Form Type: S-4/A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: New

Accession Number: 000110465925046681

Filing Summary: On February 27, 2025, Seacoast Banking Corporation of Florida entered into a merger agreement with Heartland Bancshares, Inc. This agreement entails Heartland merging into Seacoast, making Seacoast the surviving corporation. Following this merger, Heartland Bank will merge with Seacoast National Bank, with SNB as the surviving entity. Shareholders of Heartland will have various options concerning their shares in the merger: they can receive $147.10 in cash, 4.9164 shares of Seacoast's common stock, or a mix of 50% cash and 50% stock. There are conditions that could adjust the exchange ratio based on the market price of Seacoast's common stock at closing. Heartland will hold a special meeting on June 26, 2025, to seek shareholder approval for the merger agreement, which requires a majority vote. Additionally, Heartland shareholders are granted appraisal rights under Florida law if they do not approve the merger.

Form Type: S-4

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000110465925032244

Filing Summary: Seacoast Banking Corporation of Florida has filed a Registration Statement on Form S-4 to register for its proposed merger with Heartland Bancshares, Inc. The merger agreement, dated February 27, 2025, stipulates that Heartland will merge into Seacoast, making Seacoast the surviving corporation. Concurrently, Heartland National Bank will merge with Seacoast National Bank, with SNB as the surviving bank. The transaction aims to enhance Seacoast's market presence in Central Florida. Each Heartland shareholder will have the choice to receive $147.10 in cash, 4.9164 shares of Seacoast common stock, or a combination of both, within a 50-50 mix of cash and stock, subject to proration. The exchange ratio can be adjusted based on the market price of Seacoast’s stock prior to the merger. The special meeting for Heartland shareholders is set to approve this merger agreement. The document details risks associated with the merger, appraisal rights for dissenting shareholders, and the vote requirements needed to proceed.

Form Type: PRE 14A

Filing Date: 2025-03-28

Corporate Action: Acquisition

Type: New

Accession Number: 000073070825000073

Filing Summary: Seacoast Banking Corporation of Florida has filed a preliminary proxy statement in connection with its 2025 Annual Meeting of Shareholders, scheduled for May 19, 2025. The meeting will include proposals for the election of directors, amendments to increase authorized shares, and advisory votes on executive compensation. Notably, Seacoast plans to acquire Heartland National Bank, expected to close in Q3 2025, aligning with its strategic focus on consolidation and market expansion in Florida. The company reports strong financial results for 2024 with a net income of $121 million, and initiatives to hire new talent and improve service offerings are underway to support growth. Shareholder engagement is emphasized, as well as the commitment to core banking values and prudent risk management practices.

Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925020748

Filing Summary: On February 27, 2025, Seacoast Banking Corporation of Florida entered into a merger agreement with Heartland Bancshares, Inc. and its subsidiary, Heartland National Bank. This agreement enables Seacoast to acquire Heartland through a merger where Heartland will be integrated into Seacoast and Heartland Bank into Seacoast National Bank. Each share of Heartland common stock can be converted into either $147.10 in cash, approximately 4.9164 shares of Seacoast common stock, or a combination of both, adhering to a specified 50-50 mix. The exchange ratio may adjust based on the closing price of Seacoast stock prior to finalizing the merger. Multiple conditions must be satisfied for the merger, including obtaining necessary shareholder and regulatory approvals. The agreement sets forth termination rights and a potential termination fee for Heartland under specific circumstances.

Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Merger

Type: New

Accession Number: 000110465925020747

Filing Summary: On February 27, 2025, Seacoast Banking Corporation of Florida and Seacoast National Bank entered into a Merger Agreement with Heartland Bancshares, Inc. and Heartland National Bank. The merger will see Heartland merge into Seacoast, while Heartland Bank merges into SNB. Shareholders of Heartland can receive either cash ($147.10), Seacoast stock (4.9164 shares), or a combination of both. There are conditions for adjusting the exchange ratio based on share price and specific equity requirements. The agreement outlines customary representations, warranties, and covenants. Heartland's shareholders need to approve the merger, and various regulatory consents are required. The merger agreement contains termination rights and provisions for a termination fee.

Form Type: 425

Filing Date: 2025-03-03

Corporate Action: Acquisition

Type: New

Accession Number: 000073070825000054

Filing Summary: Seacoast Banking Corporation of Florida announced its pending acquisition of Heartland Bancshares, Inc., valued at approximately $109.7 million. The deal will involve 100% of Heartland’s outstanding shares and will consist of 50% cash and 50% stock. Heartland brings a low-cost deposit base with a significant presence in Highlands County and a strong community banking model. The transaction is projected to be accretive to Seacoast’s earnings by 7% in 2026 and will maintain all of Heartland's branches post-acquisition. Key executives from Seacoast highlighted the solid credit quality, cost efficiency plan, and high potential for asset deployment into yielding products. The anticipated close is in the third quarter of 2025, pending regulatory and shareholder approvals.

Form Type: 425

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000073070825000051

Filing Summary: On February 27, 2025, Seacoast Banking Corporation of Florida announced that it entered into an Agreement and Plan of Merger with Heartland Bancshares, Inc. Under this agreement, Heartland Bancshares, Inc. will merge with Seacoast, making Seacoast the surviving entity. Simultaneously, Heartland National Bank will merge into Seacoast National Bank, which will also remain as the surviving bank. A conference call is scheduled for February 28, 2025, to discuss the transaction, and details will be available through press releases and related materials to be filed with the SEC.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: New

Accession Number: 000073070825000049

Filing Summary: On February 27, 2025, Seacoast Banking Corporation of Florida and its wholly-owned subsidiary, Seacoast National Bank, announced the execution of an Agreement and Plan of Merger with Heartland Bancshares, Inc., the parent company of Heartland National Bank. As per the terms, Heartland Bancshares will merge into Seacoast, while Heartland National Bank will merge into Seacoast National Bank, which will remain the surviving bank post-merger. The transaction will be discussed in a conference call on February 28, 2025. Seacoast intends to file a proxy statement/prospectus related to the merger with the SEC and encourages investors to consider the upcoming documents regarding the transaction for important information. The filing also emphasizes the risks and uncertainties surrounding the merger, including the necessity of obtaining shareholder approval and regulatory consent.