Seacoast Banking Corporation of Florida (NasdaqGS:SBCF) signed a letter of intent to acquire Professional Holding Corp. (NasdaqGS:PFHD) from BayBoston Managers LLC and others for approximately $460 million on June 10, 2022. Seacoast Banking Corporation of Florida (NasdaqGS:SBCF) entered into a definitive agreement to acquire Professional Holding Corp. (NasdaqGS:PFHD) from BayBoston Managers LLC and others for approximately $460 million on August 7, 2022. Under the terms of the acquisition agreement, Professional shareholders are to receive 0.8909 shares of Seacoast common stock for each share of Professional common stock. The exchange ratio for the transaction is fixed. The transaction is valued at approximately $488.6 million. Options are rolled over into Seacoast options based on an exchange ratio of 0.8909. Post-acquisition, Professional shareholders will own approximately 15.3% of combined company. Under the terms of the agreement and plan of merger, Professional Holding Corp. will merge with and into Seacoast, with Seacoast as the surviving company. Following completion of the transaction and system integrations, Professional Bank will operate as Seacoast Bank. Abel Iglesias, President and CEO of Professional Holding Corp will join Seacoast, serving as Miami-Dade Regional President. Professional shall pay Seacoast a termination fee of $21.79 million.

The agreement has been approved by the Board of Directors of Seacoast and Professional. The transaction is subject to receipt of approvals from regulatory authorities, required shareholder approvals, the approval of the merger agreement by Professional shareholders, the effectiveness of the Registration Statement on Form S-4, the approval for listing on the NASDAQ Global Select Market of the shares of Seacoast common stock to be issued, Professional's consolidated tangible shareholders' equity shall be an amount not less than $224.50 million and the satisfaction of other customary closing conditions. As of November 4, 2022, all regulatory approvals for the transaction have been received. Merger remains subject to the approval of Professional shareholders and the satisfaction of other customary closing conditions. At a special meeting of shareholders of Professional Holding Corp., held on December 15, 2022, shareholders approved the transaction. The transaction is expected to close early in the first quarter of 2023. Closing of the transaction is expected in the first quarter of 2023. As of December 28, 2022, Merger is expected to be completed on January 31, 2023. The transaction is expected to be the most accretive in Seacoast's nearly 100-year history, with reasonable earn back on tangible book value dilution of 2.3 years.

Piper Sandler & Co. acted as financial advisor with a service fee of $3.4 million and fairness opinion provider with a service fee of $0.5 million and Randy Moore, Michael Stevens, Brendan Clegg, John Shannon, David Baum, Cliff Stanford, Chris Marquardt, Kyle Woods, Justin Howard and Brian Harvel of Alston & Bird LLP acted as legal counsel to Seacoast. Scott Studwell, Brian Branson, Frank Sorrentino, Justin Alarcon and Philip Macaluso of Stephens Inc. acted as financial advisor with a service fee of $4.8 million and fairness opinion provider with a service fee of $0.4 million and Gregory K. Bader, Robert B. Lamm, Frederick Brackin, Thomas Hickey, Rick J. Burgess and Michael V. Mitrione of The Gunster Law Firm acted as legal counsel to Professional. Continental Stock Transfer & Trust Company acted as transfer agent to Seacoast. Computershare Investor Services Inc. acted as transfer agent to Professional. Georgeson LLC acted as information agent with a service fee of $15,000 to Professional.