SEC Comment Letter for SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708) (SBCF) — Jan 10, 2017
SEACOAST BANKING CORP OF FLORIDA (SBCF) (CIK 0000730708)
Date: Jan. 10, 2017 · CIK: 0000730708 · Accession: 0000000000-17-000988
AI Filing Summary & Sentiment
File numbers found in text: 333-215181
Letter
Mail 4720 January 10, 2017 Dennis S. Hudson III Chief Executive Office r Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, FL 34994
Re: Seacoast Banking Corporation of Florida Registration Statement on Form S-4 Filed December 20, 2016 File No. 333-215181
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.
Opinion of Gulfshore’s Financial Advisor, page 36
1. We note the description of the fairness opinion prepared by Sandler O’Neill. We further note that Sandler O’Neill relied on Gulfshore’s internal financial projections fo r years ending December 31, 2016 through December 31, 2019. Please disclosure these internal financial projections applied to the analysis of the fairness opinion, or, in the alternative, please provide factors of consideration for why this information sh ould not be disclosed.
Interests of Gulfshore Directors and Executive Officers in the Merger, page 50
2. Please supplement your Registration Statement by filing as Exhibits, the employment agreements of Messrs. Caballero , O’Carroll , Mocsari , and Peterson as disclosed on page 50 of the Prospectus.
Dennis S. Hudson III Seacoast Banking Corporation of Florida January 10, 2017 Page 2
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Refer to Ru les 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Katelyn Donovan at (202) 551 -8636 or me at (202) 551-3434 with any other questions.
Sincerely,
/s/ Michael R. Clampitt
Show Raw Text
Mail 4720 January 10, 2017 Dennis S. Hudson III Chief Executive Office r Seacoast Banking Corporation of Florida 815 Colorado Avenue Stuart, FL 34994 Re: Seacoast Banking Corporation of Florida Registration Statement on Form S-4 Filed December 20, 2016 File No. 333-215181 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. Opinion of Gulfshore’s Financial Advisor, page 36 1. We note the description of the fairness opinion prepared by Sandler O’Neill. We further note that Sandler O’Neill relied on Gulfshore’s internal financial projections fo r years ending December 31, 2016 through December 31, 2019. Please disclosure these internal financial projections applied to the analysis of the fairness opinion, or, in the alternative, please provide factors of consideration for why this information sh ould not be disclosed. Interests of Gulfshore Directors and Executive Officers in the Merger, page 50 2. Please supplement your Registration Statement by filing as Exhibits, the employment agreements of Messrs. Caballero , O’Carroll , Mocsari , and Peterson as disclosed on page 50 of the Prospectus. Dennis S. Hudson III Seacoast Banking Corporation of Florida January 10, 2017 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Ru les 460 and 461 regarding requests for acceleration . Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Katelyn Donovan at (202) 551 -8636 or me at (202) 551-3434 with any other questions. Sincerely, /s/ Michael R. Clampitt Michael R. Clampitt Senior Staff Attorney Office of Financial Services cc: William P. Mills Cadwalader, Wickersham & Taft LLP