SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Jan 7, 2016
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: Jan. 7, 2016 · CIK: 0000730708 · Accession: 0000000000-16-060527
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-208546
Letter
Mail Stop 4720 January 6, 2016 Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994
Re: Seacoast Banking Corporation of Florida Registration Statement on Form S-4 Filed December 15, 2015 File No. 333-208546
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.
Prospectus Cover Page
1. Please disclose that Floridian may terminate the merger agreement if either (i) Seacoast’s common stock drops below a certain floor price or (ii) Seacoast’s common stock underperforms the NASDAQ Ban k Index by more than 20% and it does not elect to increase the stock election consideration by a formula -based amount outlined in the merger agreement, each of which is discussed in further detail on page 73, on the prospectus cover page.
Dennis S. Hudson, III Seacoast Banking Corporation of Florida January 6, 2016 Page 2
The Merger Agree ment, page 59
Representations and Warranties, page 70
2. We note your disclosure that the representations and warranties contained in the merger agreement were made solely for the benefit of the other party and should not be relied on by any other person. Please note that disclosure regarding an agreement’s representations, warranties or covenants (whether through incorporation by reference or direct inclusion) constitutes disclosure to investors, and you are required to consider whether additional disclosu re is necessary in order to put the information contained in, or otherwise incorporated into that publication, into context so that such information is not misleading. Please refer to Report of Investigation Pursuant to Section 21(a) of the Securities Exc hange Act of 1934 and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005). Please revise this disclosure to remove the implication that the merger agreement and summary do not constitute public disclosure under the federal securities laws and to clarify that you will provide additional disclosure in your public reports to the extent that you are or become aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations and warranties contained in the agreements and will update such disclosure as required by federal securities laws.
Part II, Item 21, Exhibits and Financial Stat ement Schedules
3. Please file the employment agreement that you will enter into with Mr. Dargan as an exhibit to the registration statement. Refer to Item 601(b)(10) of Regulation S -K for guidance.
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 the 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 Commiss ion from taking any action with respect to the filing;
Dennis S. Hudson, III Seacoast Banking Corporation of Florida January 6, 2016 Page 3
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from 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 that 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 statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact William H. Dorton, Staff Attorney, at (202) 551 -3107 or me at (202) 551 - 3391 with any other questions.
Sincerely,
/s/ Erin E. Martin
Show Raw Text
Mail Stop 4720 January 6, 2016 Dennis S. Hudson, III Chief Executive Officer Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, Florida 34994 Re: Seacoast Banking Corporation of Florida Registration Statement on Form S-4 Filed December 15, 2015 File No. 333-208546 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. Prospectus Cover Page 1. Please disclose that Floridian may terminate the merger agreement if either (i) Seacoast’s common stock drops below a certain floor price or (ii) Seacoast’s common stock underperforms the NASDAQ Ban k Index by more than 20% and it does not elect to increase the stock election consideration by a formula -based amount outlined in the merger agreement, each of which is discussed in further detail on page 73, on the prospectus cover page. Dennis S. Hudson, III Seacoast Banking Corporation of Florida January 6, 2016 Page 2 The Merger Agree ment, page 59 Representations and Warranties, page 70 2. We note your disclosure that the representations and warranties contained in the merger agreement were made solely for the benefit of the other party and should not be relied on by any other person. Please note that disclosure regarding an agreement’s representations, warranties or covenants (whether through incorporation by reference or direct inclusion) constitutes disclosure to investors, and you are required to consider whether additional disclosu re is necessary in order to put the information contained in, or otherwise incorporated into that publication, into context so that such information is not misleading. Please refer to Report of Investigation Pursuant to Section 21(a) of the Securities Exc hange Act of 1934 and Commission Statement on potential Exchange Act Section 10(b) and Section 14(a) liability, Exchange Act Release No. 51283 (Mar. 1, 2005). Please revise this disclosure to remove the implication that the merger agreement and summary do not constitute public disclosure under the federal securities laws and to clarify that you will provide additional disclosure in your public reports to the extent that you are or become aware of the existence of any material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations and warranties contained in the agreements and will update such disclosure as required by federal securities laws. Part II, Item 21, Exhibits and Financial Stat ement Schedules 3. Please file the employment agreement that you will enter into with Mr. Dargan as an exhibit to the registration statement. Refer to Item 601(b)(10) of Regulation S -K for guidance. 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 the 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 Commiss ion from taking any action with respect to the filing; Dennis S. Hudson, III Seacoast Banking Corporation of Florida January 6, 2016 Page 3 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from 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 that 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 statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact William H. Dorton, Staff Attorney, at (202) 551 -3107 or me at (202) 551 - 3391 with any other questions. Sincerely, /s/ Erin E. Martin Erin E. Martin Special Counsel Office of Financial Services