Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated August 12, 2009
Relating to Preliminary Prospectus dated August 10, 2009
Registration Statement No. 333-160133
Seacoast Updates Transaction with CapGen Financial Partners
On August 10, 2009, we executed a letter of intent with
CapGen Financial Partners, or CapGen, following confidential
discussions and diligence about possible alternatives to a
public offering, pursuant to which we agreed to sell to CapGen,
or a designated affiliate of CapGen, six million shares of our
common stock, at the same price at which shares are offered to
the public in the previously announced offering, or the
“Underwritten Offering,” at a price up to $2.50 per
share, or the “CapGen Offering.” CapGen has completed
its due diligence, and the letter of intent with CapGen is
subject to the execution and delivery of a definitive stock
purchase agreement and the registration statement covering the
shares offered in the Underwritten Offering and the CapGen
Offering becoming effective. The closing of the CapGen Offering
is contingent upon the receipt of necessary regulatory
approvals, closing of the Underwritten Offering and shareholder
(if any) approvals. CapGen has agreed to promptly submit all
required regulatory applications and notices, which will also
seek approval for CapGen to increase its ownership in our
company over time. Upon the closing of the CapGen Offering,
CapGen will be entitled to appoint one director to our board of
directors. We have also agreed to grant preemptive rights with
respect to future offerings of our common stock to purchase its
pro rata share for a period of 24 months. The board seat
and preemptive rights are subject to CapGen retaining ownership
of all shares purchased in the CapGen Offering. CapGen has
indicated that its affiliate that will purchase and hold shares
of our common stock will not control any other depository
institution.
On August 12, 2009, we orally agreed with CapGen to
consummate the CapGen Offering as a private placement rather
than registered offering and in connection therewith, we also
granted CapGen registration rights with respect to the six
million shares. The terms of the letter of intent relating to
the CapGen Offering remain otherwise unchanged.
The Company’s free writing prospectuses filed on August 11, 2009 are hereby supplemented to
reflect the fact that the Company and CapGen have agreed to consummate the CapGen Offering as a
private placement and that such registration rights have been granted.
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The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Sandler O’Neill & Partners, L.P. toll-free at 866-805-4128 or Fox-Pitt Kelton Cochran Caronia
Waller (USA) LLC at 212-857-6212.