Dallas-based Veritex Holdings Inc. (NASDAQ:VBTX), the parent holding company for Veritex Community Bank, today announced that it has entered into a definitive agreement to merge with Dallas-based Sovereign Bancshares Inc. and its wholly-owned subsidiary Sovereign Bank.
The merger will make Veritex Community Bank one of the ten largest banks headquartered in Dallas-Fort Worth, according to bank officials.
Sovereign Bancshares, through Sovereign Bank, operates ten full service banking locations in Texas. That includes two in Fort Worth, one near Texas Christian University and another on West Seventh Street.
“The merger with Sovereign Bank is a transformative event in the growth of Veritex Community Bank,” said Veritex Holdings Chairman and CEO C. Malcolm Holland. “This merger will double our asset size as well as our number of locations. It significantly expands our presence in the Dallas metropolitan area and marks our entry into the Austin, Fort Worth and Houston communities. We are not just getting bigger, we’re getting better. Sovereign Bank is a great bank; they have a quality management team as well as talented and dedicated employees. Most importantly they, like Veritex, are community focused. We look forward to Sovereign’s clients, shareholders, and employees becoming part of the Veritex family.”
As of September 30, 2016, Sovereign Bancshares, on a consolidated basis, reported total assets of $1.1 billion, total deposits of $858.6 million, and total equity capital of $118.4 million. As of September 30, 2016, the combined company would have combined assets of $2.4 billion, combined loans of $1.8 billion and combined deposits of $1.9 billion.
“We are excited to combine with an organization that shares our dedication to customer service and quality community banking and, when combined, we will complement each other tremendously,” said Thomas J. Mastor, CEO of Soverign Bancshares. “We believe our team’s experience and expertise will meaningfully contribute to serving the shareholders, customers, employees and communities of both institutions.”
Under the terms of the merger agreement, Veritex will issue 5.1 million shares of its common stock and pay approximately $58 million in cash to existing shareholders of Sovereign Bancshares, subject to certain conditions and potential adjustments as described in the merger agreement. In connection with the transaction, two representatives of Sovereign Bancshares’ board of directors will join the Veritex board of directors. The transaction is expected to close during the second quarter of 2017.
Veritex was advised in this transaction by Stephens Inc., as financial advisor, and Norton Rose Fulbright US LP as legal counsel. Sovereign Bancshares was advised by Sandler + O’Neill Partners, L.P., as financial advisor, and Fenimore, Kay, Harrison & Ford, LLP as legal counsel.
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