US-based bank holding company SouthState Corporation has agreed to acquire commercial banking company Independent Bank Group in an all-stock transaction valued at around $2bn.
Under the terms of the deal, Independent Bank Group shareholders will receive 0.60 shares of SouthState common stock for each outstanding Independent Bank Group shares held.
The transaction price equates to a per share value of $48.51 and an aggregate value of around $2bn, based on SouthState’s closing stock price of $80.85 as of 17 May 2024.
The proposed acquisition has been unanimously approved by the Board of directors of both SouthState and Independent Bank Group.
It is expected to be completed by the end of the first quarter of 2025, subject to certain customary closing conditions.
The conditions include receipt of required regulatory approvals and the approval by shareholders of Independent Bank Group and SouthState.
As part of the acquisition, Independent Bank’s three directors, including David Brooks and its lead independent director Stacy Smith will join both the SouthState board.
SouthState CEO John Corbett said: “I have known and respected David for several years, and I look forward to welcoming the Independent Bank Group team to our company and working together to capitalize on the great opportunities ahead of us.
“With a local, geographic management model, an industry-leading track record on credit and a presence in some of the best markets in the country, Independent Bank Group is a great fit with SouthState.”
Based in McKinney, Texas, Independent Bank Group has around $18.9bn in total assets, $15.7bn in total deposits and $14.6bn in total loans, as of 31 March 2024.
The bank operates in four market regions, Dallas/Fort Worth, Austin and Houston areas in Texas and the Colorado Front Range.
The combined company is expected to have total assets of $65bn, deposits of $55bn, and gross loans of $48bn, on a pro forma basis, upon closing of the transaction.
Also, it will have a market capitalisation of around $8.2bn, based on the closing stock price of SouthState as of 17 May 2024.
Raymond James & Associates served as exclusive financial advisor and Davis Polk & Wardwell as legal counsel to SouthState in the transaction.
Keefe, Bruyette & Woods, A Stifel Company, served as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel to Independent Bank Group on the transaction.
Independent Bank Group chairman and CEO David Brooks said: “We are excited about the opportunity to join SouthState, a company whose culture, business model and credit discipline matches well with ours.
“The combination of these two companies operating in growing markets provides a great opportunity for our Independent Bank Group teammates, clients and communities to flourish.”
