SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Jan 19, 2016
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: Jan. 19, 2016 · CIK: 0000730708 · Accession: 0000000000-16-061829
AI Filing Summary & Sentiment
Letter
Mail Stop 4720 January 19, 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 Amendment No. 1 to Re gistration Statement on Form S -4 Filed January 15, 2016 File No. 333 -208546
Dear Mr. Hudson :
We have reviewed your amended registration statement and have the following comment . 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 comment applies 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, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our January 6, 2016 letter .
Material U.S. Federal Income Tax Consequences of the Merge r
The Merger, page 51
1. We note your disclosure that the me rger is conditioned in part upon receipt by Floridian of a tax opinion from Gunster, and the receipt by Seacoast of a tax opinion from Cadwalader, each to the effect that, among other things, the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. We further note that, in their respective tax opinions, Gunster and Cadwalader opine only that the discussion contained in the relevant portion of the prospectus accurately sets forth the material U.S. fede ral income tax consequences of the transaction. Please revise your disclosure to state clearly that the discussion in the tax consequences section of the prospectus is counsels’ opinion or have counsel revise to provide long -form tax opinions.
Dennis S. Hudson, III Seacoast Banking Corporation of Florida January 19, 2016 Page 2
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
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Mail Stop 4720 January 19, 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 Amendment No. 1 to Re gistration Statement on Form S -4 Filed January 15, 2016 File No. 333 -208546 Dear Mr. Hudson : We have reviewed your amended registration statement and have the following comment . 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 comment applies 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, we may have additional comments. Unless we note otherwise , our references to prior comments are to comments in our January 6, 2016 letter . Material U.S. Federal Income Tax Consequences of the Merge r The Merger, page 51 1. We note your disclosure that the me rger is conditioned in part upon receipt by Floridian of a tax opinion from Gunster, and the receipt by Seacoast of a tax opinion from Cadwalader, each to the effect that, among other things, the merger will constitute a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. We further note that, in their respective tax opinions, Gunster and Cadwalader opine only that the discussion contained in the relevant portion of the prospectus accurately sets forth the material U.S. fede ral income tax consequences of the transaction. Please revise your disclosure to state clearly that the discussion in the tax consequences section of the prospectus is counsels’ opinion or have counsel revise to provide long -form tax opinions. Dennis S. Hudson, III Seacoast Banking Corporation of Florida January 19, 2016 Page 2 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