Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrange of a Registrant

On May 14, 2009, Southeastern Bank Financial Corporation (the "Company") issued to R.W. Pollard Enterprises, LLLP (the "Holder") a subordinated debenture in the principal amount of $2,946,646.00. The debenture is unsecured, bears interest at a rate of 8% per annum, payable quarterly, matures on the five-year anniversary of the date of issuance, and is callable at the Company's option at a redemption price equal to the outstanding principal amount plus accrued but unpaid interest beginning on the three-year anniversary of issuance. The principal may be accelerated upon the assignment for the benefit of creditors, bankruptcy, insolvency, or receivership of the Company. The debenture was issued to the Holder in a private placement exempt from registration under Rule 506 of the Securities Act of 1933, as amended (the "Act"). The general partner of the Holder is the Jennie F. Pollard Irrevocable Gifting Trust, the trustee of which is Robert W. Pollard, a director of the Company. The terms of the debenture were approved by the disinterested directors of the Company.

Item 3.02 Unregistered Sales of Equity Securities

On May 14, 2009, the Company completed a private placement of 683,272 shares of Company common stock at a purchase price of $13.25 per share in accordance with the provisions of Rule 506 under the Act, as amended. The offering was conducted without general solicitation and directed to "accredited investors," as such term is defined in Rule 501 under the Act. The private placement resulted in gross proceeds to the Company of $9,053,354.00. No underwriting or placement agency fees were incurred in connection with the private placement.

Item 9.01 Financial Statements and Exhibits

Exhibit Description

4.1 8% Subordinated Debenture due 2014 issued by the Company to the Holder

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