Enterprise Financial Services Corp (NasdaqGS:EFSC) signed the non-binding indication of interest to acquire Seacoast Commerce Banc Holdings (OTCPK:SCBH) for approximately $150 million on August 20, 2020. Enterprise Financial Services Corp entered into an agreement to acquire Seacoast Commerce Banc Holdings on August 20, 2020. As per the terms, Enterprise Financial Services Corp will exchange 0.5061 shares of its stock for each of the outstanding share of Seacoast Commerce Banc Holdings. The outstanding options of Seacoast Commerce Banc Holdings will be cashed out. Upon completion, existing shareholders of Enterprise Financial Services Corp will own approximately 84% of the outstanding shares of the combined company, and shareholders of Seacoast Commerce Banc Holdings are expected to own approximately 16%. Pursuant to the transaction, Seacoast Commerce Banc Holdings will merge into Enterprise Financial Services Corp, and Seacoast Commerce Bank, subsidiary of Seacoast Commerce Banc Holdings, will merge into Enterprise Bank & Trust, subsidiary of Enterprise Financial Services Corp, with Enterprise Financial Services Corp and Enterprise Bank & Trust as surviving entities. Seacoast must pay Enterprise a termination fee of $7 million if the merger agreement is terminated under specified circumstances. In addition, if the merger agreement is terminated by either party as a result of the other party's breach of its representations or warranties, or material breach of its covenants and such breach would result in the closing conditions not being satisfied, then the non-terminating party will be required to pay the terminating party $1.25 million as liquidated damages.

Upon closing of the transaction, Seacoast Commerce Banc Holdings' Chief Executive Officer Richard M. Sanborn will join the Board of Directors of Enterprise Financial Services Corp. Upon completion, 39 branches of Seacoast Commerce Banc Holdings will remain open. The transaction is subject to satisfaction of customary closing conditions, including the agreement and the transactions contemplated hereby shall have received the requisite Seacoast shareholder approval, and the number of dissenting shares shall not exceed 10% of the number of shares of Seacoast Common Stock issued and outstanding immediately, receipt of regulatory approvals, Enterprise and Seacoast, respectively, shall have received opinions to the effect that, the merger will be treated for United States federal income Tax purposes as a 368 Reorganization and that each of Enterprise and Seacoast will be a party to the reorganization within the meaning of Section 368(b) of the Code, shares of Enterprise Common Stock to be issued to the non-dissenting holders of Seacoast Common Stock upon consummation of the merger shall have been authorized for listing on Nasdaq and the Seacoast Director shall become a member of the Enterprise Board as of the Effective Time. The transaction is unanimously approved by the boards of directors of Enterprise Financial Services Corp and Seacoast Commerce Banc Holdings. The transaction received Federal Reserve Bank of St. Louis and FDIC approval. The approval from Missouri Division of Finance is pending. The directors and executive officers of Seacoast Commerce Banc Holdings, have entered into agreements with Enterprise Financial Services Corp pursuant to which they have committed to vote their shares, which represent approximately 31% stake in Seacoast Commerce Banc Holdings, in favor of the acquisition. Seacoast's shareholders meeting will be scheduled on November 6, 2020. As of November 6, 2020, Seacoast's shareholders approved the transaction. The transaction is expected to close later in the fourth quarter of 2020. As of November 6, 2020, the transaction is expected to close in mid-November. The transaction is expected to be approximately 4% accretive to Enterprise Financial Services Corp's 2021 earnings per share and around 11% accretive to its 2022 earnings per share, after giving effect to estimated fully phased-in transaction synergies.

Boenning & Scattergood, Inc. acted as financial advisor and fairness opinion provider, Shawn M. Turner, Paul J. Jaskot, Travis P. Nelson and John D. Martini of Holland & Knight LLP acted as legal advisors to Enterprise. Jeff Wishner, Stephen Gunlock, Trey Jackson, Ocean Huang and Aaron Axton of Keefe, Bruyette & Woods, Inc. acted as financial advisors and fairness opinion provider and Joshua A. Dean of Sheppard, Mullin, Richter & Hampton acted as legal advisors to Seacoast. Seacoast will pay Keefe, Bruyette & Woods a total cash fee equal to 1% of the aggregate merger consideration, $250,000 of which became payable to Keefe, Bruyette & Woods with the rendering of its opinion, and the balance of which is contingent upon the closing of the merger.