Item 8.01 Other Events
On
Pursuant to General Instruction F to Form 8-K, a copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this reference.
Seacoast will also discuss the Merger and
All information included in the press release and the slide show presentation is presented as of the respective dates thereof, and Seacoast does not assume any obligation to correct or update such information in the future.
Additional Information
Seacoast and Fourth Street will be filing a proxy statement/prospectus and other
relevant documents concerning the Merger with the
Investors will be able to obtain these documents free of charge at the
The directors, executive officers, and certain other members of management and employees of Fourth Street are participants in the solicitation of proxies in favor of the Merger from the Fourth Street shareholders.
Important Information for Investors and Shareholders
Seacoast will file with the
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by the
Fourth Street, its directors and executive officers and other members of
management and employees may be considered participants in the solicitation of
proxies in connection with the proposed merger. Information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the
Cautionary Notice Regarding Forward-Looking Statements
This current report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of Fourth Street in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties' ability to achieve the synergies and value creation contemplated by the proposed merger; the parties' ability to promptly and effectively integrate the businesses of Seacoast and Fourth Street, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses; the diversion of management time on issues related to the merger; the failure to consummate or any delay in consummating the merger for other reasons; changes in laws or regulations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; the difficulties and risks inherent with entering new markets; and changes in general economic conditions. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Seacoast's most recent Form 10-K report, Form 10-Q report and to Seacoast's most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Seacoast or Fourth Street.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits Exhibit No. Description Press release issuedJanuary 23, 2020 , with respect to the 99.1 Announcement of the Agreement and Plan of Merger by and amongSeacoast Banking Corporation of Florida ,Seacoast National Bank ,Fourth Street Banking Company andFreedom Bank . 99.2 Presentation made available in connection with the Conference Call related to the Merger onJanuary 23, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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