McKinney-based Independent Bank Group Inc. completed the acquisition of Fort Worth-based Carlile Bankshares Inc. and its subsidiary, Northstar Bank, Denton.
Carlile Bancshares operates through its wholly owned subsidiary, Northstar Bank, Denton, Texas, that has 24 full service banking locations in Texas and 18 full service banking locations in Colorado. As of September 30, 2016, Carlile Bancshares reported total assets of $2.3 billion, total loans of $1.5 billion, total deposits of $1.9 billion, and total equity capital of $383 million.
Under the terms of the agreement, Independent Bank Group issued 8.8 million shares of Independent Bank Group common stock as consideration for all of the outstanding securities of Carlile Bancshares and paid $19 million in cash to cash out options to purchase shares of Carlile Bancshares common stock. According to reports when the deal was announced in November, the agreement was valued at $434 million.
The acquisition of Carlile – and by extension Northstar – will give Independent Bank a foothold in Tarrant and Denton counties.
“We are excited to join an organization that shares our approach to community banking,” said Tom C. Nichols, chairman of the board of Carlile Bancshares in November. “Our clients and employees will benefit by joining a bank with a commitment to customer service and corporate responsibility. We believe our franchise will meaningfully contribute to the combined institution and that Independent Bank Group is the ideal partner for the long-term value of our shareholders.”
As part of the transaction, Nichols and at least two additional representatives of Carlile Bancshares will join the board of directors of Independent Bank Group. The agreement provides that the Carlile Bancshares directors to be added to the Independent Bank Group Board will represent at least 25 percent of the Independent Bank Group Board after completion of the transaction.
Independent Bank Group was advised in this transaction by Stephens Inc., as financial adviser and sole placement agent in the private placement. Haynie Rake Repass & Klimko P.C. and Andrews Kurth Kenyon LLP acted as legal counsel to Independent Bank Group, and Covington & Burling LLP served as legal counsel to the placement agent. Carlile Bancshares was advised by Sandler + O’Neill Partners L.P., as financial adviser, and Fenimore, Kay, Harrison & Ford LLP, as legal counsel.