Seacoast to acquire Villages Bancorporation for cash and stock; 25% cash/75% stock mix

SEACOAST BANKING CORP OF FLORIDA

Each VBI share converts to $1,000 cash, 38.5 SBCF shares, or a 25/75 cash/stock mix, subject to proration.
Shareholders representing ~75% of VBI (Morse family) sign voting agreement capping SBCF ownership at 9.75%.
Developer Support Agreement with The Villages entities provides 10-year branch lease exclusivity and deposit relationship.
Seacoast may adjust exchange ratio downward if VBI tangible equity <$459.9M or allowance <1.76% of loans.
Termination fee of $31.4M payable by VBI if its board withdraws recommendation or triggers certain conditions.

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