Upon closing of the transaction and system integrations, Professional Bank will operate as Seacoast Bank and its president and CEO Abel Iglesias will be appointed as Seacoast’s Miami-Dade regional president
Seacoast Banking Corporation of Florida (Seacoast) has agreed to acquire Professional Holding Corporation (PFHD), the holding company of Professional Bank, for around $488.6m.
Seacoast is the parent company of the Seacoast National Bank, which offers retail banking, asset management, securities, annuity services, and consumer and commercial lending.
Under the terms of the agreement, Professional shareholders are expected to receive 0.8909 shares of Seacoast common stock for each Professional share held.
The exchange ratio for the transaction is fixed, such that the transaction value varies with the changes in Seacoast’s stock price.
The total consideration of around $488.6m is finalised based on Seacoast’s closing price of $36.75 per share on 5 August 2022.
Seacoast chairman and CEO Charles Shaffer said: “Professional Bank will be a strong addition to Seacoast’s breadth of offerings, accelerating our growth strategy and expanding our presence in the attractive South Florida market.
“With the combined scale, we will bring to market a larger balance sheet, a greater digital product set and the resources to become South Florida’s most competitive community bank.
“This transaction is expected to be the most accretive in Seacoast’s nearly 100-year history, with a reasonable earnback on tangible book value dilution of 2.3 years. We look forward to welcoming Professional’s employees and customers to the Seacoast franchise.”
The transaction is expected to be completed in the first quarter of 2023, subject to receipt of regulatory approvals, shareholder approvals, and certain other customary closing conditions.
Upon closing of the transaction and system integrations, Professional Bank will operate as Seacoast Bank and its president and CEO Abel Iglesias will be appointed as Seacoast’s Miami-Dade regional president.
Professional Bank has nine operating branches across Miami-Dade, Broward and Palm Beach counties, with around $2.4bn in deposits and $2bn in loans as of 30 June 2022.
Seacoast said that the proposed acquisition is in line with its M&A strategy, and expands its operations in the tri-county South Florida market.
In addition, the transaction supports its plans to enter and consolidate within attractive growth markets, low concentration risks, and ease of execution, said the company.
Piper Sandler & Co. served as a financial advisor and Alston & Bird as legal counsel to Seacoast, while Stephens served as financial advisor and The Gunster Law Firm served as legal counsel to Professional, on this transaction.
Iglesias said: “Professional Bank and Seacoast have closely aligned cultures with shared business values that are focused on maintaining disciplined underwriting and a strict credit culture.
“Importantly, when considering Seacoast’s pending transaction with Apollo, this acquisition will join together three customer-focused and service-oriented banks with a focus on getting business accomplished efficiently.
“We are thrilled to join the Seacoast franchise and together become a major presence as one of South Florida’s largest community banks.”