Seacoast Banking completes PIPEs offering and attempts bid on failed bank

Client(s) Seacoast Banking Corporation of Florida

Jones Day represented Seacoast Banking Corporation of Florida (the "Company") in connection with the Company's successful PIPEs offering of $250 million of Mandatorily Convertible Preferred Stock ("Preferred Stock") in two series. The sales were effected in a private placement pursuant to Investment Agreements with various institutional investors, including the Company's largest shareholder, CapGen Capital Group III LP ("CapGen").

Investors purchased $50 million of Series B Mandatorily Convertible Noncumulative Nonvoting Preferred Stock (the "Series B Preferred Stock") that is permanent capital. The Series B Preferred Stock is mandatorily convertible into shares of the Company's Common Stock, par value $0.10 per share (the "Common Stock"), immediately following receipt of necessary shareholder approvals.

The Investment Agreements also included the sale of $200 million of Series C Mandatorily Convertible Noncumulative Nonvoting Preferred Stock (the "Series C Preferred Stock"), where the investors' subscription funds were held in escrow pending the outcome of the Company's bid for a failed bank to the FDIC, as receiver. The Series C Preferred Stock was to be used to capitalize the assets and liabilities to be acquired from the FDIC. The Company's bid for the failed bank was topped by another bidder and the subscription funds for the Series C Preferred Stock were returned to the respective investors. Sandler O'Neill & Partners LP was the sole Placement agent for the Preferred Stock offering.

Jones Day represented the Company in structuring the Preferred Stock offering and related securities and bank regulatory matters, and in connection with the Company's bid to acquire the failed bank.