Stuart, Fla.-based Seacoast Banking Corp. of Florida, the holding company of Seacoast National Bank, agreed to acquire Coral Gables, Fla.-based Professional Holding Corp., the parent company of Professional Bank.
The transaction, expected to close in the first quarter of 2023, is valued at about $488.6 million, based on Seacoast's closing share price as of Aug. 5.
The proposed deal will expand Seacoast's footprint in the South Florida tricounty region, comprising Miami-Dade, Broward and Palm Beach counties.
Under the agreement, Professional shareholders will receive 0.8909 share of Seacoast common stock for each share of Professional common stock. The exchange ratio of the transaction is fixed.
Seacoast expects the transaction to be 11.8% and 15.4% accretive to earnings per share in 2023 and 2024, respectively, with dilution of tangible book value per share that it expects to earn back in 2.3 years, according to a press release.
At announcement, S&P Global Market Intelligence calculates the deal value to be 192.61% of common equity, 216.36% of tangible common equity, 19.65% of deposits, 17.58% of assets and 23.22x earnings. The tangible book premium-to-deposits ratio is 10.92%.
S&P Global Market Intelligence valuations for bank and thrift targets in the Southeast region between Aug. 8, 2021, and Aug. 8, 2022, averaged 149.27% of book and 162.27% of tangible book and had a median of 13.53x last-12-months earnings, on an aggregate basis, and averaged 147.40% of book and 185.10% of tangible book and had a median of 14.37x last-12-months earnings, on a per-share basis.
Based on Market Intelligence data, with the completion of the deal, Seacoast Banking Corp. of Florida will enter Miami-Dade County with five branches to be ranked No. 21 with a 0.95% share of about $185.81 billion in total market deposits, will expand in Palm Beach County by three branches to be ranked No. 8 with a 2.84% share of about $66.64 billion in total market deposits and will expand in Broward County by one branch to be ranked No. 19 with a 0.61% share of about $70.16 billion in total market deposits.
Professional Bank operates nine branches in the tricounty region, with deposits of roughly $2.4 billion and loans worth $2.0 billion as of June 30.
Following the transaction and system integrations, Professional Bank will operate as Seacoast Bank. Abel Iglesias, president and CEO of Professional Holding, will also join Seacoast as Miami-Dade regional president.
Piper Sandler & Co. was financial adviser and Alston & Bird LLP was legal counsel to Seacoast. Stephens Inc. was financial adviser and The Gunster Law Firm was legal counsel to Professional.
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