McKinney-based Independent Bank Group Inc. has entered into a definitive agreement valued at $434 million to acquire Fort Worth-based Carlile Bancshares Inc. and its subsidiary, Northstar Bank, Denton.
The merger has been approved by the boards of directors of both companies and is expected to close during the second quarter of 2017, according to a news release from the companies. The transaction is subject to certain conditions, including the approval by shareholders of Independent Bank Group and Carlile Bancshares, and customary regulatory approvals. The merger was announced Nov. 21.
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. “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.”
Carlile Bancshares, through Northstar Bank, operates 24 full service banking locations in Texas and 18 full service banking locations in Colorado. As of September 30, 2016, Carlile Bancshares, on a consolidated basis, reported total assets of $2.3 billion, total deposits of $1.9 billion, and total equity capital of $385 million. Based upon its September 30, 2016 balance sheet, Independent Bank Group would have total assets of approximately $8 billion upon completion of the transaction.
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.