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Floridian Community tried MOE before striking FCB deal


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Floridian Community tried MOE before striking FCB deal

It was in May 2015 when talks of merger became more frequent for Davie, Fla.-based Floridian Community Holdings Inc., after the company raised $12.6 million in equity capital.

During that time, the company was open in acquiring another company, engaging in a merger of equals, or merging with and into a larger bank.

In the first quarter of 2016, Floridian Community's board began evaluating the benefits of engaging in a merger of equals within their footprint, but after reaching out to two banks concluded that such a transaction would be unlikely due to differences in corporate cultures and financial metrics.

On March 20, however, Hovde Group representatives discussed the potential of getting acquired by a larger bank. Within the next couple of months, Hovde and Floridian Community CEO Joseph Marzouca met with representatives of three bank holding companies, including Weston, Fla.-based FCB Financial Holdings Inc. FCB expressed an interest in acquiring Floridian Community and, on Aug. 25, Floridian Community entered into a nondisclosure agreement with FCB. The two other companies did not pursue exploring a transaction with Floridian Community.

In September, an out-of-state bank requested to meet with Marzouca, but also decided not to pursue a deal. FCB, meanwhile, proposed a merger consideration of $21.00 to $22.00 per share, payable in shares of FCB common stock.

On Oct. 2, Floridian Community decided to directly negotiate with FCB because of its interest and capability in acquiring the company; because Floridian Community's board wanted to be able to propose a tax-free reorganization to its shareholders; and because the board wanted to provide shareholders with an opportunity to remain invested in a company that has potential for future stock appreciation. The companies entered into an exclusivity agreement for a term ending on Oct. 27.

Throughout October and November, the two companies negotiated on the deal's terms. Their exclusivity agreement was extended twice, with the latest agreement ending Nov. 27. The final merger consideration agreed upon was an exchange ratio of 0.4584 share of FCB Class A common stock for each share of Floridian Community's common stock.

On Nov. 27, the two companies executed their merger agreement and announced the $88.1 million deal later that evening.