PROFESSIONAL HOLDING A Item 8.01 Other Events.
As previously reported, onAugust 7, 2022 ,Professional Holding Corp. (the "Company," "we," or "our"), the parent company ofProfessional Bank , entered into an Agreement and Plan of Merger (the "Agreement") providing for the merger (the "Merger") of the Company with and into Seacoast Banking Corporation of Florida ("Seacoast"), the parent company ofSeacoast National Bank ("SNB"), and the merger ofProfessional Bank with and into SNB (together with the Merger, the "Mergers"). In connection with the Mergers, the Company filed with theSecurities and Exchange Commission (the "SEC") a definitive proxy statement, datedNovember 14, 2022 (the "Definitive Proxy Statement"), and commenced mailing the Definitive Proxy Statement to shareholders of the Company on or aboutNovember 14, 2022 . SinceOctober 24, 2022 , the Company has received demand letters from certain purported shareholders of the Company (the "Demand Letters"). The Demand Letters allege that the Definitive Proxy Statement (or the related preliminary proxy statement, filed onOctober 4, 2022 ) contains certain disclosure deficiencies. The Company has not responded to the Demand Letters and believes they are without merit. However, in order to moot the unmeritorious disclosure claims, alleviate the costs, risks and uncertainties inherent in litigation, and provide additional information to its shareholders, the Company is voluntarily supplementing the Definitive Proxy Statement with the supplemental disclosures described in the following section entitled "Supplemental Disclosures" in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K is an admission, or shall be deemed an admission, of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company denies all allegations in the Demand Letters that additional disclosure was or is required. This filing will not affect the timing of the special meeting of the Company's shareholders scheduled forDecember 15, 2022 , at1:00 p.m., Eastern Time . The Company's board of directors continues to recommend that the Company's shareholders vote "FOR" the approval of the merger proposal. Supplemental Disclosures The following are additional disclosures that supplement the disclosures contained in, and that should be read in conjunction with, the Definitive Proxy Statement, which should be read in its entirety. To the extent that information in this supplemental disclosure differs from, or updates information contained in, the Definitive Proxy Statement, the information in this supplemental disclosure shall supersede or supplement the information in the Definitive Proxy Statement. Capitalized terms used herein, but not otherwise defined, shall have the meanings ascribed to such terms in the Definitive Proxy Statement. The Definitive Proxy Statement is hereby revised to reflect the following:
1. The disclosure under the heading "Proposal 1: The Merger - Background of the
Merger" is supplemented by adding the following underlined text to the third
full paragraph on page 39 of the Definitive Proxy:
The parties had no further contact until April 12, 2022 , when Mr. Martens
advised Mr. Shaffer that on April 11, 2022 , Professional had received an
unsolicited non-binding letter of intent from a third party seeking to purchase
Professional. Prior to the receipt of the letter of intent, neither the
Professional board of directors nor its management had intended to solicit a
sale or merger of Professional. Mr. Martens and Mr. Shaffer informally discussed
Seacoast's interest in a potential merger/acquisition transaction with
Professional. At approximately the same time, Professional's investment bankers,
Stephens, informally contacted Piper Sandler, investment bankers to Seacoast, to
discuss a potential transaction. On April 13, 2022 , Seacoast formally engaged
Piper Sandler to act as its exclusive financial advisor in connection with a
possible transaction. Following further discussions, on April 15, 2022 ,
Professional and Seacoast entered into a confidentiality agreement containing
customary terms, including a waivable standstill provision, in connection with a
possible transaction.
2. The disclosure under the heading "Proposal 1: The Merger - Background of the
Merger" is supplemented by adding the following underlined text to the sixth
full paragraph on page 39 of the Definitive Proxy:
Following its engagement, Stephens contacted 11 potential parties, including
Seacoast and the initial third-party offeror, with regard to a possible
combination with Professional. Three of those parties entered into
confidentiality agreements containing customary terms, including waivable
standstill provisions, with Professional, following which they were given access
to a virtual data room. The parties were further advised that the deadline for
the submission of a bid was June 1, 2022 . Three potential buyers submitted
proposals to purchase Professional, including Seacoast.
3. The disclosure under the heading "Proposal 1: The Merger - Opinion of
Seacoast's Financial Advisor - Comparable Company Analyses" is amended by
deleting the table of company names at the bottom of page 48 (the Seacoast
Peer Group ) of the Definitive Proxy Statement and replacing it with the following: Financials as ofJune 30, 2022 Balance Sheet Capital Position LTM Profitability Valuation as ofAugust 3, 2022 Total Bank CRE / Price / Loans/ NPAs / TCE / Lev. RBC Total Effic. LTM 2022 E 2023 E Div. Market Assets Deps. Assets TA Ratio Ratio RBC ROAA ROAE NIM Ratio TBV EPS EPS EPS Yield Cap Company City, State Ticker ($M) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (x) (x) (x) (%) ($M)
84.7 0.21 6.78 9.26 13.85 268.5 1.14 8.66 3.12 53.7 199 11.8 11.6 9.8 3.6 2,522
Trustmark Corp. Jackson, MS TRMK 16,952 74.2 0.39¹ 7.23 8.80 13.26 235.6 0.64 6.47 2.64 75.8 167 18.3 14.1 13.0 2.8 2,013
Portsmouth,
TowneBank VA TOWN 16,864 74.5 0.10 8.26 9.19 16.76 227.6 1.16 9.92 2.77 63.2 158 11.7 11.2 10.3 3.2 2,084
WesBanco Inc. Wheeling, WV WSBC 16,800 75.2 0.21¹ 7.52 9.51 15.40 275.8 1.09 6.96 3.01 58.9 172 12.0 11.5 10.8 4.0 2,020
Renasant Corp. Tupelo, MS RNST 16,618 77.0 0.46¹ 7.34 9.16 15.34 256.3 0.91 6.77 2.90 65.9 163 12.5 11.6 10.7 2.7 1,876
Birmingham,ServisFirst Bancshares Inc. AL SFBS 14,494
90.2 0.08 8.27 8.19 11.18 319.3 1.52 19.70 2.93 32.2 392 20.9 18.5 17.0 1.1 4,701
Nashville,
FB Financial Corp. TN FBK 12,194 81.8 0.39¹ 8.90 10.20 13.60 270.8 1.21 10.68 3.24 63.2 187 13.6 13.9 11.5 1.2 1,989
Southern
First Bancorp Pines, NC FBNC 10,566 66.7 0.39 7.27¹ 9.95 14.91 283.9 1.10 9.89 3.14 50.2 190 11.2 9.0 8.6 2.5 1,295
Wilmington,
Live Oak Bancshares Inc. NC LOB 9,121 71.9 1.60¹ 6.98¹ 9.44 12.49¹ 166.0 2.32 26.28 3.98 63.5 218 9.0 17.7 15.3 0.3 1,715
Coral
Amerant Bancorp Inc. Gables, FL AMTB 8,151 92.3 0.39 8.51 10.25 13.21 282.3 1.35 13.06 3.14 76.0 130 9.2 12.2 10.4 1.4 897
Charleston,
City Holding Co. WV CHCO 6,243 69.3¹ 0.40 7.76 9.42 16.26 203.7 1.50 13.53 2.92 50.1 272 14.7 13.8 13.4 2.8 1,292
Hattiesburg,
The First Bancshares MS FBMS 6,037 58.9 0.50¹ 6.43 10.43¹ 16.98¹ 165.1 1.10 9.94 3.06 56.6 160 9.5 9.3 8.3 2.5 604
1) Reflects bank level data
2) SBCF data does not include pending acquisitions
Note: Peer group includes publicly traded banks headquartered in the southeast
between $5 billion and $20 billion in total assets; Price / Estimated EPS
multiples based on mean consensus estimates per S&P Global Market Intelligence
for each respective year
4. The disclosure under the heading "Proposal 1: The Merger - Opinion of
Seacoast's Financial Advisor - Comparable Company Analyses" is amended by
deleting the table of company names at the bottom of page 49 (Professional
Peer Group ) of the Definitive Proxy Statement and replacing it with the following:
Financials as ofJune 30, 2022 Balance Sheet Capital Position LTM Profitability Valuation as ofAugust 3, 2022 Total Bank CRE / Price / Loans/ NPAs / TCE / Lev. RBC Total Effic. LTM 2022 E 2023 E Div. Market Assets Deps. Assets TA Ratio Ratio RBC ROAA ROAE NIM Ratio TBV EPS EPS EPS Yield Cap Company City, State Ticker ($M) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (x) (x) (x) (%)
($M)
Burke & Herbert Bank & TrustAlexandria, VA BHRB 3,586 59.1 0.27¹ 8.12 10.94¹ 19.16¹ 269.5 1.05 10.32 2.92 68.3 131 10.2 -- -- 4.1 380 HomeTrust Bancshares Inc.Asheville, NC HTBI 3,549 89.3 0.46¹ 10.31 10.11¹ 11.02¹ 291.9 1.01 9.00 3.42 69.9 103 10.8 10.3 10.3 1.5 372 FineMark Holdings Inc.Fort Myers, FL FNBT 3,528 72.4 0.03¹ 7.56 9.16 20.03 115.2 0.84 9.65 2.20 65.9 128 12.3 -- -- -- 343 Southern First Bancshares IncGreenville, SC SFST 3,288 99.1 0.20 8.60 9.71 13.97 235.6 1.41 15.17 3.36 55.7 124 8.6 11.0 9.9 --
351
First Community Bankshares IncBluefield, VA FCBC 3,258 82.2 0.82 9.08 8.40¹ 13.18¹ 232.9 1.37 10.26 3.60 57.8 185 12.3 11.6 11.3 3.6 525 Primis Financial Corp.McLean, VA FRST 3,237 98.0 0.65 9.27 10.21 17.58 208.7 0.63 5.15 3.03 69.2 117 16.0 15.1 12.1 2.9 339 American National BanksharesDanville, VA AMNB 3,234 71.8 0.17¹ 7.58 9.42 14.06 294.4 1.17 11.14 2.85 54.9 157 9.8 10.8 10.6 3.2 375 MetroCity Bankshares Inc.Doraville, GA MCBS 3,168 115.6 1.07 9.96 10.31 17.60 36.6 2.40 24.30 4.27 34.4 165 7.5 7.4 7.9 2.9
521
CapStar Finl Hldgs Inc Nashville, TN CSTR 3,097 85.0 0.08 10.19 11.10 14.79 274.0 1.47 12.44 3.15 54.6 149 10.1 11.0 10.2 1.9
462
MVB Financial CorpFairmont, WV MVBF 2,984 84.7 0.84¹ 8.27 11.63¹ -- 262.1 0.95 10.23 3.45 89.5 161 15.2 22.0 9.9 2.1
395
Blue Ridge Bankshares Inc.Charlottesville, VA BRBS 2,800 88.4 0.49¹ 8.23 10.02¹ 12.13¹ 281.2 1.43 14.01 3.62 62.5 123 7.2 -- -- 3.3 279 Colony Bankcorp Inc.Fitzgerald, GA CBAN 2,728 62.3 0.22¹ 6.52 10.74 16.55 309.6 0.72 8.24 3.20 76.4 146 11.3 10.2 8.7 3.0 253 River Financial Corp.²Prattville, AL RVRF 2,501 63.6 0.11¹ 4.13 8.36¹ 13.44¹ 177.6 1.15 16.48 3.19 52.1 209 7.8 -- -- 1.4 213 C&F Financial Corp.Toano, VA CFFI 2,334 75.8 0.15¹ 7.31 9.50 15.50 221.9 1.17 13.05 4.10 69.2 101 6.6 -- -- 3.3 169 John Marshall Bancorp Inc.Reston, VA JMSB 2,316 82.8 0.02 8.96 10.97¹ 15.12¹ 335.6 1.38 14.48 3.22 45.4 182 12.7 -- -- -- 376 FVCBankcorp Inc.Fairfax, VA FVCB 2,306 86.4 0.16¹ 8.25 10.72¹ -- 385.1 1.18 11.82 3.14 50.2 141 11.6 11.0 11.1 --
267
First Citizens Bancshares Inc.² Dyersburg, TN FIZN
2,290 60.9 0.52¹ 7.29 9.38¹ -- 278.3 1.31 12.45 3.33¹ 59.7 114 9.0 -- -- 2.2 255 1) Reflects bank level data as ofJune 30, 2022 2) Reflects holding company data as ofMarch 31, 2022 Note: Peer group includes publicly traded banks headquartered in the southeast between$2.25 billion and$3.75 billion in total assets; Price / Estimated EPS multiples based on mean consensus estimates perS&P Global Market Intelligence for each respective year
5. The disclosure under the heading "Proposal 1: The Merger - Opinion of
Seacoast's Financial Advisor -Analysis of Precedent Transactions" is amended
by deleting the table of Acquiror and Target names at the top of page 51 (the
Regional Precedent Transactions) of the Definitive Proxy Statement and
replacing it with the following:
Transaction Information Seller Information
Price/ Core 1-Day
Deal LTM Est. Dep. Market Total TCE/ LTM NPAs/
Announce. Value EPS EPS TBV Prem.
Prem. Assets TA ROAA Assets Acquiror St Target St Date ($M) (x) (x) (%) (%) (%) ($M) (%) (%) (%) The First Bancshares MS Heritage Southeast Bancorp. GA 07/27/22 207.5 15.5 - 179 6.9
32.0 1,697 7.0 0.81 0.22
HomeTrust Bancshares Inc. NC
GA
- 660 10.2 3.15 0.00
First Bancorp NC GrandSouth Bancorporation
SC
14.3 1,253 7.5 1.40 0.26
F.N.B. Corp. PA UB Bancorp
NC
10.2 1,170 6.6 1.14 0.04
DFCU Financial MI First Citrus Bancorp. Inc.
FL
63.3 689 8.0 1.01 0.00
United Community Banks Inc. GA
- 1,860 8.3 1.19 0.19
FL 05/04/22 173.2 13.8 - 191 9.5 - 1,025 8.3 1.37 0.21 The First Bancshares MS Beach Bancorp Inc. FL 04/26/22 116.7 NM - 154 9.6
- 620 13.1 0.40 1.77
- 1,044 9.4 0.91 0.37
United Community Banks Inc. GA
TN 07/14/21 518.6 10.4 11.1 181 12.1 11.0 3,098 9.3 1.62 0.28 Lake Michigan CU MI Pilot Bancshares Inc. FL 06/16/21 99.9 12.3 - 187 9.8
19.1 656 8.1 1.36 0.30
Simmons First National Corp. AR
TN
- 894 9.7 0.98 0.92
Simmons First National Corp. AR
TN
- 1,007 10.1 1.08 0.66 United Bankshares Inc.
WV Community Bankers Trust Corp VA 06/03/21 305.3 14.2 13.5 168 11.7 41.9 1,699 10.2 1.28 0.71
First Bancorp NC Select Bancorp Inc. NC 06/01/21 314.3 23.8 14.4 185 11.0 28.6 1,832 9.4 0.79 0.56
United Community Banks Inc. GA Aquesta Financial Holdings NC 05/27/21 130.6 18.1 - 217 11.8 66.5 752 6.2 1.01 0.76
Peoples Bancorp Inc. OH Premier Financial Bancorp Inc. WV 03/29/21 292.4 12.9 - 139 4.9
9.5 1,946 11.0 1.20 1.16
FL 03/23/21 106.6 18.1 - 187 16.2 - 533 10.7 1.15 0.32BancorpSouth Bank MSFNS Bancshares Inc. AL01/13/21 108.4 19.4 - 154 6.5 35.1 786 9.1 0.77 0.64 1) Reflects bank level data Note: Includes bank and thrift transactions announced sinceJanuary 1, 2021 with targets headquartered in the southeast with total assets between$500M and$5.0B and disclosed deal values; excludes transactions with targets headquartered outside of the continentalU.S. and transactions with non-bank buyers
6. The disclosure under the heading "Proposal 1: The Merger - Opinion of
Seacoast's Financial Advisor - Net Present Value Analyses" is supplemented by
adding the following underlined text to the paragraph spanning pages 51 and 52
of the Definitive Proxy Statement:
Piper Sandler performed an analysis that estimated the net present value of a share of Seacoast common stock assuming Seacoast performed in accordance with publicly available mean analyst balance sheet and earnings per share estimates for Seacoast for the years endingDecember 31, 2022 andDecember 31, 2023 with a long-term annual net income and balance sheet growth rate for the years endingDecember 31, 2024 throughDecember 31, 2026 , as provided by the senior management of Seacoast. To approximate the terminal value of a share of Seacoast common stock atDecember 31, 2026 , Piper Sandler applied price to 2026 earnings multiples ranging from 10.0x to 17.5x and multiples of 2026 tangible book value ranging from 150% to 225%. Piper Sandler selected these price to earnings and tangible book value multiples based on Piper Sandler's review of, among other matters, the trading multiples of selected companies that Piper Sandler deemed to be comparable to Seacoast. The terminal values were then discounted to present values using different discount rates ranging from 8.0% to 12.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Seacoast common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Seacoast common stock of$19.50 to$38.27 when applying multiples of earnings and$24.30 to$41.74 when applying multiples of tangible book value.
7. The disclosure under the heading "Proposal 1: The Merger - Opinion of
Seacoast's Financial Advisor - Net Present Value Analyses" is supplemented by
adding the following underlined text to the last full paragraph on page 52 of
the Definitive Proxy Statement:
Piper Sandler also performed an analysis that estimated the net present value
per share of Professional common stock, assuming Professional performed in
accordance with certain financial projection assumptions for Professional for
the years ending December 31, 2022 through December 31, 2026 , as provided by the
senior management of Seacoast. To approximate the terminal value of a share of
Professional common stock at December 31, 2026 , Piper Sandler applied price to
2026 earnings multiples ranging from 8.0x to 13.0x and multiples of 2026
tangible book value ranging from 125% to 175%. Piper Sandler selected these
price to earnings and tangible book value multiples based on Piper Sandler's
review of, among other matters, the trading multiples of selected companies that
Piper Sandler deemed to be comparable to Professional.The terminal values were
then discounted to present values using different discount rates ranging from
9.0% to 13.0%, which were chosen to reflect different assumptions regarding
required rates of return of holders or prospective buyers of Professional common
stock. As illustrated in the following tables, the analysis indicated an imputed
range of values per share of Professional common stock of $11.71 to $22.58 when
applying multiples of earnings and $18.31 to $30.41 when applying multiplesof tangible book value.
8. The disclosure under the heading "Proposal 1: The Merger - Opinion of
Professional's Financial Advisor -Relevant Public Companies Analysis" is
amended by deleting the bulleted list of company names spanning pages 60 and
61 of the Definitive Proxy Statement and replacing it with the following:
Balance Sheet Asset Quality Profitability / Earnings (MRQ)
LTM Loan Tier 1 NIB TBV + Dividends ALLL / Cost of Net Fee
Total Growth Securities TCE / Loans / CRE/ Leverage TRBC Dep. / 1-Year 3-Year 5-Year NPAs/ Loans Total Interest Income /
Assets (ex. PPP) / Assets TA Deposits TRBC Ratio Ratio Dep. CAGR CAGR CAGR Assets(1) (ex. PPP)
Deposits Margin Revenue
Company Ticker City, State ($M) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) (%)
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