Independent Bank Group Inc., the McKinney-based holding company for Independent Bank, will acquire Houston City Bancshares Inc. and its subsidiary, Houston Community Bank, NA of Houston for $48 million. The merger has been approved by the boards of directors of both companies and is expected to close during fourth quarter 2014 with operations to begin during the first quarter of 2015. The transaction is subject to certain conditions, including the approval by Houston City Bancshares shareholders and customary regulatory approvals. As part of the transaction, the senior management team at Houston Community Bank will join Independent Bank Group. Houston Community Bank operates six full service banking locations throughout the Houston metropolitan area. As of March 31, 2014, Houston Community Bank reported total assets of $323 million, total deposits of $296 million and total equity capital of $26.6 million. Upon completion of this acquisition, Independent Bank Group would have total assets of $3.9 billion.
Under the terms of the definitive agreement, Houston City Bancshares shareholders will receive $86.96 per share for each outstanding share of Houston City Bancshares common stock, subject to adjustment based upon the tangible book value at closing, with 65 percent of the consideration payable in shares of Independent Bank Group common stock with the exchange ratio set three days prior to the closing by using the volume-weighted average share price of Independent Bank Group common stock over a 10-day trading period. Independent Bank Group was advised in this transaction by Sandler O’Neill + Partners LP as financial adviser and Haynie Rake Repass & Lowry PC as legal counsel. Houston City Bancshares was advised by Hovde Group as financial adviser and Harris Law Firm PC as legal counsel. Independent Bank Group also said it plans to file a shelf registration statement on Form S-3 with the Securities and Exchange Commission within a week. The statement would allow Independent Bank Group to offer and sell, from time to time, up to an aggregate of $250 million of debt and equity securities.
The filing of the shelf registration is part of Independent Bank Group’s ongoing capital planning process, according to Chairman and CEO David R. Brooks. “We plan to use the proceeds of any offerings under the shelf to support our continuing organic growth and future acquisitions,” Brooks said. He added that after the shelf registration is declared effective by the SEC, the company plans to issue $60 million in subordinated debt for these purposes. Independent Bank Group also will establish a $35 million unsecured revolving credit facility with U.S. Bank, National Association. The credit facility will serve as a back-up source of liquidity and funding, providing flexibility to support future growth. Independent Bank Group operates 35 full-service banking locations with 22 located in North Texas, seven located in Central Texas and six located in the Houston region.
Betty Dillard bdillard@bizpress.net