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Deal Overview

Buyer:
Seacoast Banking Corporation of Florida
Actual Acquirer:
Seacoast Banking Corporation of Florida
Target:
BANKshares, Inc.
Deal Type:
Bank & Thrift Company
Agreement Date:
4/24/2014
Announcement Date:
4/24/2014
Announced Deal Value ($ M):
76.43
Status:
Completed
Completion Date:
10/1/2014
Announced Deal Value Per Share ($ )
5.37

Consideration Breakout
Common Stock ($M) 69.4
Common Stock Issued 7,025,408

Deal Pricing Ratios

Announcement Completion
Price / Book (%) 58.3 59.0
Price / Tangible Book (%) 137.9 137.3
Price / Earnings (x) 23.0 38.4
Price / Deposits (%) 15.10 15.00
Price / Assets (%) 11.34 11.33
Tangible Book Premium/ Deposits (%) 4.62 4.50
Deal Terms
Description of Consideration

Seacoast Banking Corp. of Florida exchanged 0.4975 shares of its common stock for each outstanding share of BANKshares Inc. In addition, Seacoast Banking Corp. of Florida also assumed all of the obligations of the trust preferred securities of BANKshares Inc. including $5,155,000 of Fixed/Floating Rate Junior Subordinated Debt Securities due 2036, $5,155,000 of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032 and $4,124,000 of Floating Rate Junior Subordinated Deferrable Interest Debentures due 2034.

Accounting Method Acquisition
In-State Transaction? Yes
Merger of Equals? No
Geographic Expansion? Partial Overlap
Goodwill Generated ($ 000) 25,211
Estimated Cost Savings (%) 30.00
Estimated Cost Savings ($ 000) 5,500
Est. Restructuring Charges ($ 000) 6,000
Maximum Termination Fee ($ 000) 4,000
Minimum Termination Fee ($ 000) 0
Exchange Ratio (Common For Common) 0.497500
Exchange Ratio (Common For Preferred) NA
Exchange Ratio (Preferred For Common) NA
Exchange Ratio (Preferred For Preferred) NA
Lockup Agreement No
Strike Price ($ ) NA
% of Shares Outstanding NA
Shares Under Option NA
Core Deposit Intangibles ($ 000) 7,769
Deal Advisers
Financial Advisers
Party Advised Adviser Hired? Firm Name
Buyer Yes Guggenheim Securities LLC
Seller Yes Hovde Group LLC
Legal Counsel
Party Advised Adviser Hired? Firm Name
Buyer Yes Alston & Bird LLP
Seller Yes Smith Mackinnon PA