ContractAgreement and Plan of Merger • September 1st, 2017 • Seacoast Banking Corp of Florida • State commercial banks
Re: Agreement and Plan of Merger by and among Seacoast Banking Corporation of Florida, Seacoast National Bank, NorthStar Banking Corporation and NorthStar Bank
One Atlantic CenterAgreement and Plan of Merger • September 1st, 2017 • Seacoast Banking Corp of Florida • State commercial banks
You have requested our opinion regarding certain U.S. federal income tax consequences of the merger contemplated by the Agreement and Plan of Merger, dated as of May 18, 2017 (the “Agreement”), by and among Seacoast Banking Corporation of Florida, a Florida corporation (“SBC”), Seacoast National Bank, a national banking association and wholly owned subsidiary of SBC (“SNB” and collectively with SBC, “Seacoast”), NorthStar Banking Corporation, a Florida Corporation (“NorthStar”), and NorthStar Bank, a Florida chartered bank and wholly owned subsidiary of NorthStar (the “Bank” and collectively with NorthStar, the “Company”), pursuant to which NorthStar will merge with and into SBC (the “Merger”). All capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
