Seacoast Banking of Florida (SBCF) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands presence in Highlands County and Central Florida, leveraging Heartland's 31.3% market share and strong community reputation.

• Aligns with a disciplined M&A strategy targeting high-quality, relationship-driven community banks in Florida.

• Supports growth in a state with robust economic and population trends, enhancing ability to serve diverse Florida markets.

• Both banks are OCC-regulated, facilitating smoother integration and regulatory alignment.

• Heartland's local expertise and stable growth complement the acquirer's community banking focus.

Financial terms and conditions

• Valued at $109.7 million based on a $27.83 share price, with 50% cash and 50% stock consideration; Heartland shareholders can elect cash ($147.10/share), stock (4.9164 shares), or a mix, subject to proration and a 15% collar.

• Deal priced at 1.63x tangible book value and 5.3x 2025 EPS (with cost savings and balance sheet actions); price to LTM earnings is 9.3x.

• Options cashed out for approximately $1 million.

• Acquirer maintains a well-capitalized balance sheet post-transaction, with estimated closing ratios: ~9.4% TCE/TA, ~14.0% CET1.

Synergies and expected cost savings

• Projected 25% cost savings of Heartland's non-interest expense base, with 75% realized in Q4 2025.

• No revenue synergies modeled, but potential exists through cross-selling wealth management and other products.

• Balance sheet repositioning of ~$550 million of Heartland cash and securities into higher-yielding assets.

• Pre-tax merger costs estimated at $12.3 million.