sc0035.htm

0000891836-16-000209.txt : 20160510 0000891836-16-000209.hdr.sgml : 20160510 20160510171814 ACCESSION NUMBER: 0000891836-16-000209 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20160510 DATE AS OF CHANGE: 20160510 GROUP MEMBERS: CAPGEN CAPITAL GROUP III LLC GROUP MEMBERS: EUGENE A. LUDWIG GROUP MEMBERS: JOHN P. SULLIVAN GROUP MEMBERS: JOHN W. ROSE GROUP MEMBERS: ROBERT GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEACOAST BANKING CORP OF FLORIDA CENTRAL INDEX KEY: 0000730708 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 592260678 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40843 FILM NUMBER: 161636895 BUSINESS ADDRESS: STREET 1: 815 COLORADO AVE STREET 2: P O BOX 9012 CITY: STUART STATE: FL ZIP: 34994 BUSINESS PHONE: 7722886085 MAIL ADDRESS: STREET 1: 815 COLORADO AVE STREET 2: P O BOX 9012 CITY: STUART STATE: FL ZIP: 34995 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CapGen Capital Group III LP CENTRAL INDEX KEY: 0001488107 IRS NUMBER: 271384636 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE 40THFLOOR WEST STREET 2: SUITE 401 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-542-6868 MAIL ADDRESS: STREET 1: 280 PARK AVENUE 40THFLOOR WEST STREET 2: SUITE 401 CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 sc0035.htm AMENDMENT NO. 14 TO SCHEDULE 13D sc0035.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

	Under the Securities Exchange Act of 1934 (Amendment No. 14)*

	SEACOAST BANKING CORPORATION OF FLORIDA
	(Name of Issuer)

	Common Stock
	(Title of Class of Securities)

	811707306
	(CUSIP Number)

	Robert Merlino CapGen Capital Group III LP 120 West 45th Street Suite 1010 New York, New York 10036 (212) 542-6868

	Copy to:

	Alison S. Ressler, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067 (310) 712-6600
	(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

	May 10, 2016
	(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	CapGen Capital Group III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			7,463,141
		8	SHARED VOTING POWER

			0
		9	SOLE DISPOSITIVE POWER

			7,463,141
		10	SHARED DISPOSITIVE POWER

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,463,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)

	PN

_______________

*	The calculation of the foregoing is based on 37,916,985 shares of Common Stock (as defined herein) outstanding as of March 23, 2016, as reported by the Issuer in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2016.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	CapGen Capital Group III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			7,463,141
		8	SHARED VOTING POWER

			0
		9	SOLE DISPOSITIVE POWER

			7,463,141
		10	SHARED DISPOSITIVE POWER

			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,463,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)

	OO

_______________

*	The calculation of the foregoing is based on 37,916,985 shares of Common Stock (as defined herein) outstanding as of March 23, 2016, as reported by the Issuer in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2016.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	Eugene A. Ludwig
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			0
		8	SHARED VOTING POWER

			7,463,141
		9	SOLE DISPOSITIVE POWER

			0
		10	SHARED DISPOSITIVE POWER

			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,463,141
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

*	The calculation of the foregoing is based on 37,916,985 shares of Common Stock (as defined herein) outstanding as of March 23, 2016, as reported by the Issuer in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2016.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	Robert Goldstein
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	OO, PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			65,422(1)
		8	SHARED VOTING POWER

			7,463,141
		9	SOLE DISPOSITIVE POWER

			65,422(1)
		10	SHARED DISPOSITIVE POWER

			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,528,563
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.9%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

*	The calculation of the foregoing is based on 37,916,985 shares of Common Stock (as defined herein) outstanding as of March 23, 2016, as reported by the Issuer in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2016.

(1)	Includes 12,437 shares of Common Stock held in a retirement account for a relative over which Mr. Goldstein has sole voting and dispositive power.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	John P. Sullivan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			9,950
		8	SHARED VOTING POWER

			7,463,141
		9	SOLE DISPOSITIVE POWER

			9,950
		10	SHARED DISPOSITIVE POWER

			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,473,091
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.7%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

*	The calculation of the foregoing is based on 37,916,985 shares of Common Stock (as defined herein) outstanding as of March 23, 2016, as reported by the Issuer in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2016.

CUSIP NO. 811707306

1	NAMES OF REPORTING PERSONS

	John W. Rose
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

	(a) o
	(b) x
3	SEC USE ONLY


4	SOURCE OF FUNDS (See Instructions)

	PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER

			49,373
		8	SHARED VOTING POWER

			7,463,141
		9	SOLE DISPOSITIVE POWER

			49,373
		10	SHARED DISPOSITIVE POWER

			7,463,141
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	7,512,514
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.8%*
14	TYPE OF REPORTING PERSON (See Instructions)

	IN

_______________

*	The calculation of the foregoing is based on 37,916,985 shares of Common Stock (as defined herein) outstanding as of March 23, 2016, as reported by the Issuer in its Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 7, 2016.

EXPLANATORY NOTE

The Reporting Persons are filing this Amendment No. 14 on Schedule 13D (this “Amendment No. 14”) to amend the Schedule 13D filed on April 1, 2010 (as amended by Amendment No. 1 filed on April 12, 2010, Amendment No. 2 filed on May 7, 2010, Amendment No. 3 filed on July 26, 2010, Amendment No. 4 filed on April 22, 2013, Amendment No. 5 filed on July 26, 2013, Amendment No. 6 filed on November 7, 2013, Amendment No. 7 filed on January 15, 2014, Amendment No. 8 filed on April 29, 2014, Amendment No. 9 filed on October 3, 2014, Amendment No. 10 filed on October 14, 2014, Amendment No. 11 filed on August 26, 2015, Amendment No. 12 filed on September 14, 2015 and Amendment No. 13 filed on November 16, 2015, the “13D Filing”). Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the 13D Filing. Except as specifically amended and supplemented by this Amendment, the 13D Filing remains in full force and effect.

Item 4.

Purpose of Transaction

Item 4 of the 13D Filing is hereby amended and supplemented by adding the following immediately prior to the last paragraph of Item 4:

On May 10, 2016, CapGen LP sent a letter to the Issuer (the “Letter”), which is attached hereto as Exhibit 23. The Letter sets forth, among other things, CapGen LP’s evaluation of the Issuer’s performance, assessment of corporate governance practices and belief in the Issuer as a potentially attractive acquisition target. Further, the Letter states that CapGen LP plans to withhold its votes in respect of the current slate of directors at the Issuer’s upcoming shareholders’ meeting and urges other shareholders to do the same.

The foregoing reference to and description of the Letter does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Letter, which is incorporated by reference to this Item 4.

Item 7.

Material to be Filed as Exhibits

Item 7 of the 13D Filing is hereby amended and supplemented by adding the following:

Exhibit 22	Joint Filing Agreement, dated May 10, 2016, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.

Exhibit 23	Letter to the Issuer, dated May 10, 2016.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 10, 2016

	CAPGEN CAPITAL GROUP III LP

	By:	CAPGEN CAPITAL GROUP III LLC,
		its general partner

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig
	Title:	Managing Member

	CAPGEN CAPITAL GROUP III LLC

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig
	Title:	Managing Member

	EUGENE A. LUDWIG

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig

	ROBERT GOLDSTEIN

	By:	/s/ Robert Goldstein
	Name:	Robert Goldstein

	JOHN P. SULLIVAN

	By:	/s/ John P. Sullivan
	Name:	John P. Sullivan

	JOHN W. ROSE

	By:	/s/ John W. Rose
	Name:	John W. Rose

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

EXHIBIT INDEX

Exhibit

Title

Exhibit 22	Joint Filing Agreement, dated May 10, 2016, by and among CapGen Capital Group III LP, CapGen Capital Group III LLC, Eugene A. Ludwig, Robert Goldstein, John P. Sullivan and John W. Rose.

Exhibit 23	Letter to the Issuer, dated May 10, 2016.

EX-99.22 2 ex_99-22.htm EXHIBIT 22 -- JOINT FILING AGREEMENT ex_99-22.htm

Exhibit 22

JOINT FILING AGREEMENT

The undersigned hereby agree that this statement on Schedule 13D dated May 10, 2016 with respect to the common stock of Seacoast Banking Corporation of Florida is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: May 10, 2016

	CAPGEN CAPITAL GROUP III LP

	By:	CAPGEN CAPITAL GROUP III LLC,
		its general partner

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig
	Title:	Managing Member

	CAPGEN CAPITAL GROUP III LLC

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig
	Title:	Managing Member

	EUGENE A. LUDWIG

	By:	/s/ Eugene A. Ludwig
	Name:	Eugene A. Ludwig

	ROBERT GOLDSTEIN

	By:	/s/ Robert Goldstein
	Name:	Robert Goldstein

	JOHN P. SULLIVAN

	By:	/s/ John P. Sullivan
	Name:	John P. Sullivan

	JOHN W. ROSE

	By:	/s/ John W. Rose
	Name:	John W. Rose

EX-99.23 3 ex_23.htm EXHIBIT 23 -- FINAL GAPGEN LETTER ex_23.htm

May 10, 2016

VIA E-MAIL AND CERTIFIED MAIL

The Board of Directors of

Seacoast Banking Corporation of Florida

c/o Corporate Secretary

815 Colorado Avenue

Stuart, FL 34994

Dear Directors:

CapGen Capital Group III LP currently holds 7,463,141 shares of common stock of Seacoast Banking Corporation of Florida, representing 19.7% of Seacoast’s outstanding shares and making us Seacoast’s largest investor and its top-tier bank holding company. We first purchased Seacoast shares nearly seven years ago in 2009 when we led a successful recapitalization of Seacoast that enabled it to survive despite crippling losses. We have invested approximately $52 million of cash in Seacoast, and over $90 million in total as a result of Seacoast’s stock acquisition of The BANKshares, Inc., which we controlled. Our investment in the company is almost seven times the combined ownership of all members of the board and management.

Our investment in Seacoast was a critical factor in saving the company from liquidation in the midst of the financial crisis. We care about the prudent management of the company and its meeting, indeed exceeding, where possible, all regulatory norms, and delivering to shareholders the level of financial returns that are appropriate for a well-run bank with an attractive footprint and customer base. We are long-term shareholders, and have waited patiently for several years for Seacoast to realize its full potential.

Financial results over the period of our investment have been anemic. Over the nearly seven years since our initial investment in the Company, its tangible book value per share has increased less than 5%. Seacoast’s return on equity, return on tangible equity and efficiency ratio have significantly lagged, and continue to lag, comparable metrics for well-run banks. Unfortunately, despite a series of acquisitions that should have driven substantial improvements in financial performance, Seacoast’s metrics remain disappointing. For the first quarter of this year, Seacoast’s ROE was 3.4%, its ROTE was 4.3%, and its efficiency ratio was 69.8%. Moreover, Seacoast continues to emphasize “adjusted” earnings in its reported financial results, while GAAP earnings present a far more somber picture of the company’s performance. Furthermore, we believe management’s earnings guidance using non-GAAP measures is unrealistic, and inconsistent with Seacoast’s earnings history.

In short, we believe that major improvements in operational execution are critical, and that Seacoast must clearly articulate to investors, and deliver upon, a comprehensive plan to achieve financial metrics consistent with the levels of well-run industry peers, which have ROEs in the 12-15% range and efficiency ratios below 60%. Even assuming Seacoast hits its current $1.00 “adjusted” EPS target, its performance will still lag well-run industry peers.

A commitment to shareholder value creation also requires adherence to high standards of corporate governance. We are troubled by the founder mentality exhibited by the current Board, which includes five directors with tenure ranging from 13 to 33 years – directors who presided over a massive loss of shareholder value; excessive compensation paid to Board members; and corporate governance mechanisms, including a staggered board and plurality voting, that serve to entrench the incumbent Board. A thorough overhaul of the company’s existing governance and board structure is essential in order to ensure accountability of the Board and management for Seacoast’s performance and shareholder value creation. Even though the company, contrary to accepted good corporate governance practices has retained plurality voting, we submit that, unless he or she receives a majority of votes, a director should not be seated, or should resign from the Board.

We also believe that Seacoast’s geographic footprint and customer base make it an attractive acquisition target for larger banks, and that there would be strong interest in the company, and an opportunity to realize a substantial premium, were Seacoast to explore strategic alternatives. Unless Seacoast is able to achieve meaningful improvement in its operational execution and achieve similar operating metrics to well-run industry peers, we believe it will become imperative for the company to explore all alternatives to unlock value for shareholders.

As you know, we are a long-term shareholder. We have been supportive of the Board and management and patiently waited for Seacoast to deliver on its full potential. In light of our concerns regarding the direction of the company and the lack of urgency of the Board and management in addressing issues of underperformance and lack of accountability, however, we will be withholding our vote in respect of the current slate of directors at your upcoming shareholders’ meeting. We believe our fellow shareholders should do the same.

Your public filings seek shareholder feedback. We have amended our public filings to include this letter. We encourage our fellow shareholders with similar views to contact you at the following address: c/o Corporate Secretary, Seacoast Banking Corporation of Florida, 815 Colorado Avenue, P.O. Box, 9012, Stuart, Florida 34995.

This letter is being delivered to the Corporate Secretary of Seacoast. Please furnish a copy of this letter promptly to each of the members of the Board.

	Very truly yours,

	/s/ John P. Sullivan

	John P. Sullivan
	Managing Director