Fort Worth’s OmniAmerican Bank merges with East Texas bank

Betty Dillard

Attracted by a strong local economy, Southside Bancshares Inc., parent company of Tyler-based Southside Bank, announced April 29 that it will merge with OmniAmerican Bancorp Inc., the holding company for OmniAmerican Bank of Fort Worth, in a deal valued at about $307 million. The merger has been unanimously approved by the boards of directors of both companies and is expected to close during fourth quarter 2014. The combined company will have nearly $5 billion in assets and become the ninth-largest bank headquartered in Texas, by deposits.

Founded in 1960, Southside Bank has 50 community banking centers and 49 ATMs in 17 cities across Texas. Southside bought Fort Worth National Bank in 2007 and operates two branches in Fort Worth and one in Arlington. As of Dec. 31, the bank had $3.4 billion in assets. OmniAmerican operates 14 full-service branches in the Dallas-Fort Worth area and had $1.39 billion in assets as of Dec. 31. As part of the transaction, OmniAmerican will operate under the Southside name. The merger will expand Southside’s footprint in Tarrant County and Fort Worth. According to Southside’s president and CEO, Sam Dawson, who joined the bank in 1974, Fort Worth shows “tremendous growth potential.” “We think Fort Worth is really a dynamic market. If you list the top 10 markets in the country, Fort Worth is going to be in that top 10, maybe in the top five. We are in an expansion mode and we feel like this is such a strong market that we could not pass up the opportunity,” Dawson said. “When we looked at OmniAmerican it made sense to us. It’s just a great opportunity, primarily because of the city of Fort Worth and because of OmniAmerican’s staff and what they’ve been able to accomplish and build on for the future,” said Dawson, 66. “What we look for is people. They’re what drive the bank. We felt like the executive staff was very talented, very professional and knew exactly what they were doing. We’ve got two strong banks that have strong capital position that will be able to benefit the community and our respective shareholders.” OmniAmerican’s executive management team, led by President and CEO Tim Carter since 2007, will remain in place after the merger to run the combined bank’s North Texas operations. Deborah Wilkinson will assume the title of executive vice president, finance; Anne Holland, executive vice president, senior lending officer for North Texas; and T.L. Arnold, executive vice president, senior credit officer for North Texas.

OmniAmerican was chartered in 1956 to serve staff and personnel at what was then Carswell Air Force Base in west Fort Worth. In 2001, OmniAmerican Federal Credit Union became a state-chartered credit union. Four years later, the credit union changed to a mutual savings bank. In January 2010, depositors approved a plan of conversion from a mutual to stock form and, as a part of the conversion, OmniAmerican Bank became a wholly owned subsidiary of OmniAmerican Bancorp. It is listed on the NASDAQ Exchange under the symbol OABC. The bank passed its three-year anniversary since its mutual-to-stock conversion, allowing a merger. “We went public a little over four years ago. We have a lot of capital and we’ve been trying to deploy that capital with growth, what we call organic growth,” said Carter, 59. “We’ve tried to do the best we can to increase what I call our franchise value for customers and for shareholders. When we got approached on this we thought it was great for everybody involved.” Under the terms of the merger agreement, OmniAmerican shareholders will receive 0.4459 shares of Southside common stock plus $13.125 in cash for each outstanding share of OmniAmerican common stock. Based on Southside’s closing stock price of $30.46 on April 28, the per share value of consideration to OmniAmerican shareholders would be $26.71. The transaction is expected to be accretive to earnings per share in the first full year after closing. The pro forma company is expected to be well-capitalized following the transaction.

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Carter said both banks have similar community banking philosophies, clean balance sheets, strong boards and seasoned management teams. “Bringing together our branch network and Fort Worth presence with Southside Bank’s 50 facilities in Texas gives us a dynamic foundation to serve our commercial, mortgage and consumer customers with even greater convenience, expanded product and service offerings, and additional lending capacity,” Carter said. Expanded product offerings will include trust services, which include investment management, administration and advisory services for individuals, partnerships and corporations. “Southside also deals with municipalities across Texas in helping them finance equipment,” Carter added. “We’re going to be able to do all those things for new and existing customers. Our balance sheet is going to be larger so we’ll be able to finance larger loans. “But we’re still just a small community bank,” Carter said. Southside Bancshares Inc., which trades on the NASDAQ under the symbol SBSI, was advised in this transaction by Keefe, Bruyette & Woods, A Stifel Company, as financial adviser and Alston & Bird LLP as legal counsel. OmniAmerican Bancorp Inc. was advised by Sandler O’Neill + Partners LP as financial adviser and Haynes and Boone LLP as legal counsel.