SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Sep 8, 2015
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: Sept. 8, 2015 · CIK: 0000730708 · Accession: 0000000000-15-044655
AI Filing Summary & Sentiment
File numbers found in text: 333-206588
Letter
Mail Stop 4720 September 4, 2015 Via E -mail Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, FL 34994
Re: Seacoast Banking Corporation of Florida Registration Statement on Form S -3 Filed August 26, 2015 File No. 333-206588
Dear Mr. Hudson :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments.
Selling Stockholder, page 6
1. Please tell us whether the selling stockholder is a broker -dealer or an affiliate of a broker - dealer. If you determine that the selling stockholder is a broker -dealer, please revise your disclosure to indicate that such selling stockholder is an underwriter, unless such selling stockholder received its securities as compensation for investment banking services. In addition, a selling stockholder who is an affiliate of a broker -dealer must be identified in the prospectus as an underwriter unless the prospectus states, if true, that:
the selling stockholder purchased the shares being registered for resale in the ordinary course of business; and
Dennis S. Hudson, III Seacoast Banking Corporation of Florida September 4, 2015 Page 2
at the time of the purchase, the selling stockhol der had no agreements or understandings, directly or indirectly, with any person to distribute the securities.
Please revise as appropriate.
Exhibits
Exhibit 5.1
2. You may limit reliance on your opinion with regard to purpose, but not person. Please revise the penultimate paragraph of the opinion.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in th e event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company fr om its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact t hat those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration s tatement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Dennis S. Hudson, III Seacoast Banking Corporation of Florida September 4, 2015 Page 3
Please contact David Lin at (202) 551 -3552 or me at (202) 551 -3464 with any questions.
Sincerely,
/s/ Kathryn McHale
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Mail Stop 4720 September 4, 2015 Via E -mail Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, FL 34994 Re: Seacoast Banking Corporation of Florida Registration Statement on Form S -3 Filed August 26, 2015 File No. 333-206588 Dear Mr. Hudson : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our com ments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, w e may have additional comments. Selling Stockholder, page 6 1. Please tell us whether the selling stockholder is a broker -dealer or an affiliate of a broker - dealer. If you determine that the selling stockholder is a broker -dealer, please revise your disclosure to indicate that such selling stockholder is an underwriter, unless such selling stockholder received its securities as compensation for investment banking services. In addition, a selling stockholder who is an affiliate of a broker -dealer must be identified in the prospectus as an underwriter unless the prospectus states, if true, that: the selling stockholder purchased the shares being registered for resale in the ordinary course of business; and Dennis S. Hudson, III Seacoast Banking Corporation of Florida September 4, 2015 Page 2 at the time of the purchase, the selling stockhol der had no agreements or understandings, directly or indirectly, with any person to distribute the securities. Please revise as appropriate. Exhibits Exhibit 5.1 2. You may limit reliance on your opinion with regard to purpose, but not person. Please revise the penultimate paragraph of the opinion. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in th e event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company fr om its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact t hat those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration s tatement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Dennis S. Hudson, III Seacoast Banking Corporation of Florida September 4, 2015 Page 3 Please contact David Lin at (202) 551 -3552 or me at (202) 551 -3464 with any questions. Sincerely, /s/ Kathryn McHale Kathryn McHale Senior Staff Attorney Office of Financial Services I cc: Randolph A. Moore III, Esq.