Seacoast Banking Corp of Florida美股招股说明书(2025-08-18版)

To the Shareholders of Villages Bancorporation, Inc.: On May29, 2025, Seacoast Banking Corporation of Florida, or Seacoast, Seacoast National Bank, orSNB, Villages Bancorporation, Inc., or VBI, and Citizens First Bank entered into an Agreement and Plan ofMerger (which we refer to as the “merger agreement”) that provides for the combination of Seacoast andVBI and their two banks. Under the merger agreement, VBI will merge with and into Seacoast, withSeacoast as the surviving corporation (which we refer to as the “merger”). Immediately following themerger, Citizens First Bank will merge with and into SNB, with SNB as the surviving bank (which we referto as the “bank merger”). The proposed transaction with VBI, based in The Villages, Florida will expandSeacoast’s presence into this key Central Florida market. Upon completion of the merger, each share of VBI common stock will be converted at closing into theright to receive (i)$1,000.00 in cash, or (ii)38.5000 shares of Seacoast common stock (the “exchangeratio”) or (iii)a 25% – 75% combination of cash and Seacoast common stock, at the shareholder’s election.The final consideration mix will be subject to a proration mechanism such that 25% of VBI shares ofcommon stock will receive the cash consideration and 75% of VBI shares of common stock will receive thestock consideration. Additionally, holders of record have the right to elect to receive 1/1000share ofSeacoast SeriesA non-voting convertible preferred stock for every share of VBI common stock, solely tothe extent that, when aggregated with shares of Seacoast common stock to be received as part of the stockelection or combination election or otherwise held by such shareholder’s immediate family members andaffiliates for purposes of 12 C.F.R. §225.41 of RegulationY (the “acting in concert group”), would result insuch holder owning shares of Seacoast common stock representing more than 9.75% of the outstandingSeacoast common stock as of immediately following the effective time, giving effect to the closing and theissuance of the merger consideration (the “voting stock consideration limit”). In the event that any VBIshareholder, as aggregated with such shareholder’s acting in concert group, would exceed the voting stockconsideration limit, such VBI shareholder shall receive 1/1000share of Seacoast SeriesA non-votingconvertible preferred stock consideration for each share of VBI common stock that is not convertible intoSeacoast common stock as a consequence of the voting stock consideration limit. Shares of SeacoastSeriesA non-voting convertible preferred stock to be received by any such preferred stock electing VBIshareholders shall be allocated among such electing shareholders in proportion to the total number of sharesof Seacoast common stock that would have been received by such preferred stock electing shareholders, butfor the application of the voting stock consideration limit.thth The Exchange Ratio is fixed; however, in the event if at closing, either VBI’s consolidated tangibleshareholders’ equity is less than $459.9million or Citizens First Bank’s general allowance for loan and leaselosses is less than 1.76% of total loans and leases outstanding, then Seacoast will have the option to adjustthe Exchange Ratio downward. A small amount of cash will be paid out to avoid issuing fractional shareamounts. The market value of the per share stock consideration (including the preferred stock consideration) willfluctuate with the market price of Seacoast common stock and other factors and will not be known at thetime VBI shareholders vote on the merger agreement. Based on the closing price of Seacoast’s commonstock on the NASDAQ Global Select Market on August 15, 2025, the last practicable date before the date ofthis document, the value of the per share merger consideration payable to holders of VBI common stock wasapproximately $1,081.02.We urge you to obtain current market quotations for Seacoast (trading symbol“SBCF”) because the value of the per share stock consideration will fluctuate based on Seacoast’s common stockprice. Based on the current number of shares of VBI common stock outstanding, Seacoast expects to issue upto approximately 9,916,948shares of Seacoast common stock and approximately 11,257shares of Seacoast SeriesA non-voting convertible preferred stock to VBI shareholders upon completion of themerger. Upon completion of the merger, current VBI shareholders will own approximately 10% of thecommon stock of Seacoast immediately following the merger, and 100% of the preferred stock of Seacoast.However, any increase or decrease in the number of shares of VBI common stock outstanding that occursfor any reason prior to the completion of the merger will cause the actual number of shares issued uponcompletion of the merger to change. VBI will hold a special meeting of its shareholders in connection with the merger. Holders of VBIcommon stock will be asked to vote to approve the merger agreement an