Item 1.01. Entry into a Material Definitive Agreement.
On August 14, 2009, Seacoast Banking Corporation of Florida (the "Company")
entered into an underwriting agreement (the "Underwriting Agreement") with
Sandler O'Neill & Partners, L.P., as representative of the underwriters (the
"Underwriters"), relating to the sale of 29,300,000 shares of the Company's
common stock, par value $0.10 per share (the "Common Stock"), plus up to an
additional 4,375,000 shares of Common Stock if the Underwriters exercise their
30-day option to purchase additional shares to cover over-allotments, if any, at
a public offering price of $2.25 per share. The Underwriting Agreement contains
other terms and conditions that are generally customary for transactions of this
nature. The transactions contemplated by the Underwriting Agreement are expected
to close on August 19, 2009. The net proceeds from this offering, after
deducting underwriting discounts and commissions but before estimated offering
expenses, are expected to be approximately $62.0 million (or approximately
$71.2 million if the Underwriters exercise their over-allotment option in full).
The foregoing description of the terms of the Underwriting Agreement is
qualified in its entirety by reference to the Underwriting Agreement, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The offering is being made pursuant to effective registration statements
filed on Form S-1 (File Nos. 333-160133 and 333-161353) with the Securities and
Exchange Commission (the "SEC"), as supplemented by a final prospectus dated
August 14, 2009, filed with the SEC pursuant to Rule 424(b) under the Securities
Act of 1933, as amended.
Item 8.01. Other Events.
On August 14, 2009, the Company issued a press release announcing that it has
priced the offering described in Item 1.01 above. A copy of the press release is
included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
1.1 Underwriting Agreement dated August 14, 2009, by and between Seacoast
Banking Corporation of Florida and Sandler O'Neill & Partners, L.P.
99.1 Press Release of Seacoast Banking Corporation of Florida issued
August 14, 2009.
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