Seacoast's Chairman and CEO, Charles M. Shaffer, said: "VBI serves a thriving and rapidly growing customer base characterized by strong financial stability and consistent demand for tailored financial products. This is a rare partnership opportunity to continue the legacy of high quality service to the Villages community with a shared vision for the many years of growth that lay ahead... We believe this partnership is attractive to all stakeholders, with the continuation of a strong service-oriented culture for our associates, an attractive increase in profitability and earnings within a reasonable earnback period for our shareholders, and expanding products and services for our new customers." VBI's CEO, Jay Bartholomew, said: "Since its founding in 1992, VBI has been committed to providing the very best banking experience for our customers. Now, in partnership with Seacoast, we are positioned to further accelerate this commitment... We are delighted to join with Seacoast Bank, which shares our values and has been serving Florida consumers and businesses for nearly a century."
Under the merger agreement, each share of VBI common stock was convertible, at the shareholder's election, into (i) $1,000.00 in cash, (ii) 38.5000 shares of Seacoast common stock (the exchange ratio), or (iii) a 25%/75% combination of cash and stock, subject to a proration mechanism under which 25% of VBI shares in the aggregate received cash consideration and 75% received stock consideration. Shareholders or shareholder groups that would otherwise receive more than 9.75% of outstanding Seacoast common stock instead received non-voting convertible preferred stock (Series A Non-Voting Preferred Stock, 11,250 shares authorized) in lieu of the excess common shares. Seacoast's investor presentation disclosed an implied aggregate transaction value at signing of $710.8 million, equal to 161% of VBI's tangible book value per share and 15.8 times VBI's last-twelve-months earnings, or 6.7 times VBI's estimated 2026 earnings including fully phased-in cost savings and the benefit of an anticipated balance sheet restructuring. Pro forma ownership was expected to be approximately 81% Seacoast / 19% former VBI shareholders, inclusive of the non-voting preferred stock on a fully converted basis, with no changes to Seacoast's board of directors or executive leadership team.
Seacoast disclosed pre-tax merger costs of approximately $52 million and expected cost savings equal to 27% of VBI's non-interest expense base, with 65% of those savings realized in 2026 and the remainder phased in thereafter; the company stated no branch closings were planned in connection with the acquisition. Seacoast also identified unmodeled revenue synergies from cross-selling its wealth management and insurance platforms to VBI's customer base and from extending Seacoast's broader product set to VBI's deposit-rich, retiree-heavy customer base in The Villages.
On a pro forma basis, Seacoast expected the transaction to be approximately 22%-24% accretive to 2026 earnings per share (22% per the press release; approximately 24% per the investor presentation's illustrative 2026E run-rate basis), with tangible book value per share dilution of approximately 9.9% and an earnback period of approximately 2.8 years, assuming a transaction close of December 31, 2025 and fully phased-in cost savings. The combined company was expected to have pro forma total assets of approximately $21 billion, gross loans of $12 billion and total deposits of $17 billion (reflecting both the VBI and the previously announced, separate Heartland Bancshares acquisition), positioning Seacoast as the second-largest publicly traded bank in Florida by deposit market share and the largest "pure play" Florida public bank. VBI was described as the 11th largest bank in Florida with $4.1 billion in total assets, approximately $3.5 billion in deposits, approximately $1.3 billion in loans, 19 branches, and a deposit share of over 50% in the Wildwood-The Villages MSA, as of March 31, 2025.
The merger agreement provided for a termination fee of $31.4 million payable by VBI under specified circumstances, including if VBI's board withdrew or adversely modified its recommendation in favor of the merger. Closing was conditioned on, among other things, approval of the merger agreement by VBI shareholders, receipt of required regulatory approvals, effectiveness of Seacoast's Form S-4 registration statement, and Nasdaq listing approval for the shares to be issued; the parties targeted a fourth-quarter 2025 closing at signing. Concurrently with signing, certain VBI shareholders holding approximately 75% of VBI's outstanding stock (Jennifer Morse Parr, Tracy Morse Dadeo and Mark Morse) entered into a Shareholders Agreement restricting their ability to accumulate, vote or dispose of Seacoast stock above specified thresholds, and Seacoast National Bank entered into a Developer Support Agreement with The Villages' developer entities governing future bank-branch leasing rights within The Villages community for an initial 10-year term.
On the financial advisory side, Piper Sandler & Co. served as lead financial advisor to Seacoast, with Raymond James & Associates, Inc. rendering a fairness opinion to Seacoast's board of directors; Alston & Bird LLP served as legal counsel to Seacoast. Hovde Group, LLC served as financial advisor to VBI, and Smith Mackinnon, PA served as legal counsel to VBI.
The transaction closed on October 1, 2025, as confirmed in Seacoast's Form 8-K filed October 6, 2025, which reported final merger consideration of approximately $829 million. In connection with closing, Seacoast National Bank and The Villages' developer entities entered into an amended and restated Developer Support Agreement, and Seacoast filed a Certificate of Designations establishing the terms of the Series A Non-Voting Preferred Stock issued in the merger.