8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 18, 2017

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

Florida	000-13660	59-2260678
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
815 Colorado Avenue, Stuart, Florida		34994
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (772) 287-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events

On May 18, 2017, Seacoast Banking Corporation of Florida, a Florida corporation (“Seacoast” or the “Company”) issued a press release announcing that Seacoast and Seacoast’s wholly-owned subsidiary, Seacoast National Bank, a national banking association (“SNB”) had entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NorthStar Banking Corporation, a Florida corporation (“NorthStar”) and NorthStar Bank, a Florida chartered bank and wholly-owned subsidiary of NorthStar. Subject to the terms and conditions set forth in the Merger Agreement, Seacoast will acquire NorthStar pursuant to the merger of NorthStar with and into Seacoast (the “Merger”) and the merger of NorthStar Bank with and into SNB (the “Bank Merger”). At the effective time, Seacoast will be the resulting corporation surviving the Merger and SNB will be the resulting bank surviving the Bank Merger.

Pursuant to General Instruction F to Form 8-K, a copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by this reference.

Seacoast will also discuss the Merger and the Bank Merger in a conference call on May 18, 2017 at 11:30 a.m. Pursuant to General Instruction F to Form 8-K, the slide show presentation related to the Merger and the Bank Merger and made available in connection with the conference call is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by this reference, and is also available on Seacoast’s Internet website.

All information included in the press release and the slide show presentation is presented as of the respective dates thereof, and Seacoast does not assume any obligation to correct or update such information in the future.

Additional Information

Seacoast and NorthStar will be filing a proxy statement/prospectus and other relevant documents concerning the Merger and the Bank Merger with the United States Securities and Exchange Commission (the “SEC”). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors will be able to obtain these documents free of charge at the SEC’s Web site (www.sec.gov). In addition, documents filed with the SEC by Seacoast will be available free of charge by contacting Investor Relations at (772) 288-6085.

Important Information for Investors and Shareholders

Seacoast will file with the SEC a registration statement on Form S-4 containing a proxy statement of NorthStar and a prospectus of Seacoast, and Seacoast will file other documents with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of NorthStar. Investors and shareholders of Seacoast and NorthStar are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and shareholders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast’s internet website or by contacting Seacoast.

NorthStar, its directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed merger. Information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Notice Regarding Forward-Looking Statements

This current report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is intended to be protected by the safe harbor provided by the same. These statements are subject to numerous risks and uncertainties. These risks and uncertainties include, but are not limited to, the following: failure to obtain the approval of shareholders of NorthStar in connection with the merger; the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the parties’ ability to achieve the synergies and value creation contemplated by the proposed merger; the parties’ ability to promptly and effectively integrate the businesses of Seacoast and NorthStar, including unexpected transaction costs, including the costs of integrating operations, severance, professional fees and other expenses; the diversion of management time on issues related to the merger; the failure to consummate or any delay in consummating the merger for other reasons; changes in laws or regulations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; the difficulties and risks inherent with entering new markets; and changes in general economic conditions. For additional information concerning factors that could cause actual conditions, events or results to materially differ from those described in the forward-looking statements, please refer to the factors set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Seacoast’s most recent Form 10-K report, Form 10-Q report and to Seacoast’s most recent Form 8-K reports, which are available online at www.sec.gov. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Seacoast or NorthStar.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Press release issued on May 18, 2017, with respect to the Announcement of the Agreement and Plan of Merger by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, NorthStar Banking Corporation and NorthStar Bank.
99.2	Slide Show Presentation made available in connection with the Conference Call related to the Merger on May 18, 2017.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEACOAST BANKING CORPORATION OF FLORIDA
By:	/s/ Charles M. Shaffer
	Charles M. Shaffer Executive Vice President and Chief Financial Officer

Date: May 18, 2017

EX-99.1

Exhibit 99.1

Dennis S. Hudson, III

Chairman and Chief Executive Officer

Seacoast Banking Corporation of Florida

(772) 288-6086

Charles M. Shaffer

Executive Vice President and

Chief Financial Officer

Seacoast Banking Corporation of Florida

(772) 221-7003

FOR IMMEDIATE RELEASE

SEACOAST TO ACQUIRE NORTHSTAR BANKING CORPORATION,

DEEPENING PRESENCE IN THE ATTRACTIVE TAMPA BANKING MARKET

Addition of $212 Million-Asset Bank Will Strengthen Seacoast’s Position in Florida’s 2nd Largest MSA

STUART, Fla., May 18, 2017—Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF), the holding company for Seacoast National Bank (“Seacoast Bank”), announced today that it has signed a definitive agreement to acquire NorthStar Banking Corporation (“NSBC”), the holding company for NorthStar Bank, in a transaction that will expand Seacoast’s presence in the attractive Tampa market and strengthen its position in Florida.

Pursuant to the terms of the merger agreement, NSBC, headquartered in Tampa, will be merged with and into Seacoast, and NorthStar Bank will be merged with and into Seacoast Bank. Organized in 2005, NSBC has deposits of $168 million and loans of $137 million, and will increase Seacoast’s assets in Tampa by 38% to approximately $554 million. NSBC operates three branches in the Tampa MSA, enhancing Seacoast’s presence in the region, and expands on Seacoast’s acquisition of GulfShore Bancshares, Inc., also headquartered in Tampa, which closed in April 2017.

“This in-market transaction expands our footprint in Tampa, Florida’s second largest MSA,” said Dennis S. Hudson III, Seacoast chairman and CEO. “The acquisition of NorthStar Banking Corporation deepens our presence in the strategically important Tampa market and builds on our acquisition of GulfShore Bank, completed last month. We are executing our ‘land and expand’ strategy of enlarging our initial beachhead, as we did successfully in the adjacent Orlando market last year.”

“We look forward to partnering with Seacoast and providing our customers with access to their broad range of products,” said Scott Jacobsen, CEO of NorthStar Banking Corporation. “Seacoast is recognized as one of Florida’s preeminent community banks, with strong local roots, a well-established brand, and a commitment to its communities.”

Under the terms of the merger agreement, NSBC shareholders will receive 0.5605 shares of Seacoast common stock and $2.40 in cash for each share of NSBC common stock. Based on Seacoast’s 20-day volume weighted average price of $24.26 as of May 16, 2017, the transaction is valued at approximately $32.1 million or $16.00 per share. Closing of the acquisition is expected early in the fourth quarter of 2017 after receipt of approvals from regulatory authorities, the approval of NSBC shareholders and the satisfaction of other customary closing conditions.

Seacoast expects the NSBC acquisition to be accretive to earnings per share in 2017, excluding one-time transaction costs, and have a tangible book value earnback period of approximately 1.4 years using the crossover method. The transaction also is expected to provide an internal rate of return of over 20 percent.

The Tampa-St. Petersburg-Clearwater metropolitan region ranks among the fastest-growing markets in the state and country with an anticipated population growth rate of 6.5 percent by 2022. The area also has one of the Southeast’s lowest unemployment rates among metropolitan regions, at 4.1 percent in March 2017.

Raymond James & Associates, Inc. served as financial advisor and Alston & Bird LLP served as legal counsel to Seacoast. Sandler O’Neill & Partners, L.P. served as financial advisor and Bush Ross, P.A. served as legal counsel to NSBC.

Investor Conference Call

Seacoast will host a conference call on Thursday, May 18, 2017 at 11:30 a.m. (Eastern Time) to discuss the acquisition. Investors may call in (toll-free) by dialing (888) 517-2513 passcode: 9951 529#. Slides will be used during the conference call and may be accessed at Seacoast’s website at SeacoastBanking.com by selecting “Presentations” under the heading “Investor Services.” A replay of the call will be available for one month, beginning late afternoon of May 18, 2017, by dialing (888) 843-7419 and using passcode 9951 529#.

Alternatively, individuals may listen to the live webcast of the presentation by visiting Seacoast’s website at SeacoastBanking.com. The link is located in the subsection “Presentations” under the heading “Investor Services.” Beginning the afternoon of May 18, an archived version of the webcast can be accessed from this same subsection of the website. The archived webcast will be available for one year.

About Seacoast Banking Corporation of Florida

Seacoast Banking Corporation of Florida is one of the largest community banks headquartered in Florida with approximately $4.8 billion in assets and $3.7 billion in deposits as of March 31, 2017. The Company provides integrated financial services including commercial and retail banking, wealth management, and mortgage services to customers through advanced banking solutions, 46 traditional branches of its locally-branded wholly-owned subsidiary bank, Seacoast Bank, and five commercial banking centers. Offices stretch from Ft. Lauderdale, Boca Raton and West Palm Beach north through the Daytona Beach area, into Orlando and Central Florida and the adjacent Tampa market, and west to Okeechobee and surrounding counties.

Important Information for Investors and Shareholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Seacoast will file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 containing a proxy statement of NSBC and a prospectus of Seacoast, and Seacoast will file other documents with the SEC with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of NSBC. Investors and security holders of Seacoast and NSBC are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast’s internet website or by contacting Seacoast.

Seacoast, NSBC, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Seacoast is set forth in its proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on April 6, 2017 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.

Cautionary Notice Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements about future financial and operating results, cost savings, enhanced revenues, economic and seasonal conditions in our markets, and improvements to reported earnings that may be realized from cost controls and for integration of banks that we have acquired, or expect to acquire, as well as statements with respect to Seacoast’s objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ materially from those set forth in the forward-looking statements.

Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements.

You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “support”, “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “further”, “point to,” “project,” “could,” “intend” or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation: the effects of future economic and market conditions, including seasonality; governmental monetary and fiscal policies, as well as legislative, tax and regulatory changes; changes in accounting policies, rules and practices; the risks of changes in interest rates on the level and composition of deposits, loan demand, liquidity and the values of loan collateral, securities, and interest sensitive assets and liabilities; interest rate risks, sensitivities and the shape of the yield curve; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market areas and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; and the failure of assumptions underlying the establishment of reserves for possible loan losses. The risks relating to the proposed NSBC merger include, without limitation: the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on issues related to the proposed merger; unexpected transaction costs, including the costs of integrating operations; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following the merger being lower than expected; the risk of deposit and customer attrition; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers by competitors; as well as the difficulties and risks inherent with entering new markets.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2016, under “Special Cautionary Notice Regarding Forward-looking Statements” and “Risk Factors”, and otherwise in our SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov.

EX-99.2

Acquisition of NorthStar Banking Corporation May 18, 2017 Exhibit 99.2

This presentation contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, without limitation, statements about future financial and operating results, cost savings, enhanced revenues, economic and seasonal conditions in our markets, and improvements to reported earnings that may be realized from cost controls and for integration of banks that we have acquired, or expect to acquire, as well as statements with respect to Seacoast's objectives, expectations and intentions and other statements that are not historical facts. Actual results may differ materially from those set forth in the forward-looking statements. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance or achievements of Seacoast to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "support", "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "further", "point to," "project," "could," "intend" or other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation: the effects of future economic and market conditions, including seasonality; governmental monetary and fiscal policies, as well as legislative, tax and regulatory changes; changes in accounting policies, rules and practices; the risks of changes in interest rates on the level and composition of deposits, loan demand, liquidity and the values of loan collateral, securities, and interest sensitive assets and liabilities; interest rate risks, sensitivities and the shape of the yield curve; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market areas and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; and the failure of assumptions underlying the establishment of reserves for possible loan losses. The risks relating to the proposed NSBC merger include, without limitation: the timing to consummate the proposed merger; the risk that a condition to closing of the proposed merger may not be satisfied; the risk that a regulatory approval that may be required for the proposed merger is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on issues related to the proposed merger; unexpected transaction costs, including the costs of integrating operations, severance, professional fees, and other expenses; the risks that the businesses will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; the potential failure to fully or timely realize expected revenues and revenue synergies, including as the result of revenues following the merger being lower than expected; the risk of deposit and customer attrition; any changes in deposit mix; unexpected operating and other costs, which may differ or change from expectations; the risks of customer and employee loss and business disruption, including, without limitation, as the result of difficulties in maintaining relationships with employees; increased competitive pressures and solicitations of customers and employees by competitors; as well as the difficulties and risks inherent with entering new markets. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2016, under "Special Cautionary Notice Regarding Forward-looking Statements" and "Risk Factors", and otherwise in our SEC reports and filings. Such reports are available upon request from Seacoast, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov. Cautionary Notice Regarding Forward-Looking Statements

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Seacoast Banking Corporation of Florida ("Seacoast") will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 containing a proxy statement of NorthStar Banking Corporation (“NSBC") and a prospectus of Seacoast, and Seacoast will file other documents with respect to the proposed merger. A definitive proxy statement/prospectus will be mailed to shareholders of NSBC. Investors and security holders of Seacoast and NSBC are urged to read the entire proxy statement/prospectus and other documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus (when available) and other documents filed with the SEC by Seacoast through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Seacoast will be available free of charge on Seacoast's internet website or by contacting Seacoast.   Seacoast, NSBC, their respective directors and executive officers and other members of management and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Seacoast is set forth in its proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on April 6, 2017 and its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. Important Information For Investors And Shareholders

NorthStar Banking Corporation: Continuation of “Land and Expand” M&A Strategy in Tampa, FL High-Quality Expansion In Attractive Market Expands footprint in the Tampa MSA ($212 million of incremental assets as of March 31, 2017) This transaction moves Seacoast to a top 5 Florida based bank in the Tampa MSA, with assets over $550 million High growth potential by following Seacoast’s integration and digital marketing playbook Tampa-St. Petersburg is the 2nd largest MSA in Florida, with attractive growth characteristics, a diverse employment base and out-sized job market Anticipated Positive Financial Results Modest accretion in 2017, majority of impact in 2018 20%+ internal rate of return Dilution earn-back of approximately 1.4 years (crossover method) Strengthens Presence in Tampa MSA and Florida Overall Increases asset size in the Tampa MSA by 38% Opens NorthStar’s customer base and prospect list to Seacoast’s expanded products and services Follows Seacoast’s “land and expand” strategy

NorthStar Transaction Summary Transaction Value $32.1 million fully diluted, $16.00 per NSBC common share (1) Consideration Shareholders will receive 0.5605 shares of Seacoast common stock and $2.40 in cash for each share of NSBC common stock Options cashed out at the positive difference between $16.00 and the exercise price Closing Expected early fourth quarter 2017 Required Approvals Regulatory authorities NSBC shareholders Additional Details NSBC shareholders to own approximately 2.3% of Seacoast following transaction Approximately 56% cost savings; no revenue synergies assumed Gross loan credit mark of $4.8 million (3.25% of loans) Core deposit intangibles of 1.25% amortized straight line over 7 years (1) Based on Seacoast’s 20-day volume weighted average price of $24.26 as of May 16, 2017

Overview: NorthStar Bank Loan & Deposit Composition Assets: $211,797 Gross Loans: $136,663 Deposits: $167,796 Tangible Equity: $21,660 MRQ Key Financial Metrics ($000s) Retail Footprint Source: SNL Financial; Bank-level regulatory data as of March 31, 2017 MRQ Yield: 4.79% MRQ Cost of Deposits: 0.45% TCE / TA: 10.2% NPAs / Assets: 0.00% Efficiency Ratio: 82.24% Net Interest Margin: 3.94%

Prudent Loan Portfolio Mix Maintained Post Consolidation Combined $3,6753 million Combined Pro Forma Portfolio Mix $137 million2 $3,539 million1 1Includes acquisition of GulfShore Bancshares, Inc. and Palm Beach Community Bank; Bank-level regulatory data as of 3/31/2017 2Data as of 3/31/2017 3Does not include fair value adjustments Source: SNL Financial

2nd largest in Florida, 18th largest in the United States Tampa MSA’s population grew 7.6% compared to 4.4% nationally in last five years; is projected to grow 5.6% from 2016 to 2021 compared to 3.7% nationally Diverse set of employers headquartered in the MSA: Unemployment rate of 4.6% compared to the national unemployment rate of 5.0% Largest port in Florida; 7th largest in the U.S. Home to MacDill Air Force Base, the only military installation that hosts two, four-star Combatant Commands, the U.S. Central Command and U.S. Special Operations Command MacDill contributes $5 billion annually to the MSA’s economy Named the Best Big City in the Southeast U.S. by Money in 2015 Named the 2nd best city for Young Entrepreneurs by Forbes in 2015 Tampa is a Premier Florida Market Source: SNL Financial, Bureau of Labor Statistics.

Source: SNL Financial; deposit data as of 6/30/16 Pro Forma Deposit Market Share Impact (Tampa – St. Petersburg – Clearwater, FL) Combined Tampa / St. Petersburg Presence Offers Revenue Growth Opportunities And Increases Deposit Share In Key Market NorthStar Locations SBCF Locations

Agenda Acquisition Further Strengthens Seacoast’s Position In Florida, U.S.’s 3rd Largest State Southwest Florida Pop: 1,570,228 Pop Growth: 9.6% Treasure Coast/ Palm Beach Co. Pop: 1,956,515 Growth: 7.3% I-4 Corridor Pop: 7,128,386 Growth: 8.5% Projected Florida Population Growth, 2015 – 2020* * US Census Data Seacoast Customer Map Orlando MSA West Palm Beach, Ft Lauderdale MSA Port St Lucie MSA Tampa / St. Pete MSA

Summary: NorthStar Banking Corporation In-market acquisition that expands existing platform in the strategically important Tampa MSA, Florida’s 2nd largest Accelerates Seacoast growth timetable, is accretive in 2017 Leverages Seacoast’s proven integration capabilities Strengthens Seacoast’s attractive Florida franchise