Conroe-based Spirit of Texas Bancshares Inc. (NASDAQ:STXB), the holding company for Spirit of Texas Bank SSB, on July 19 announced that it has entered into a definitive agreement to acquire through a series of mergers Comanche National Corp. and its subsidiary, Comanche National Bank, in a cash and stock transaction valued at approximately $55.9 million.
That amount is based on Spirit’s closing price of $20.36 per share on July 18, 2018.
Under the terms of the agreement, Spirit will issue 2.1 million shares of its common stock and pay an estimated $12.2 million in cash, after taking into account Comanche’s estimated transaction costs and subject to certain other adjustments, to the shareholders of Comanche National Corp. Comanche shareholders will own approximately 18 percent of the outstanding capital stock of Spirit once the transaction is complete. The board of directors of each company has unanimously approved the transaction, and certain large shareholders of Comanche have entered into agreements with Spirit pursuant to which they have agreed to vote their shares of Comanche common stock in favor of the transaction. The transaction is expected to close in the fourth quarter of 2018, subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval of Comanche’s and Spirit’s shareholders.
“We are pleased to announce our eighth acquisition in Texas, and our first acquisition since becoming a public company in May 2018,” said Dean O. Bass, chairman and CEO of Spirit. “Comanche National Bank expands our North Texas presence and has a proven history of strong earnings and sound asset quality. We are delighted to welcome Comanche’s bankers, customers, shareholders, and dedicated employees to the Spirit of Texas family.”
Based in Comanche, Comanche National Corp., through Comanche National Bank, operates eight full-service banking locations in Comanche, Jack, Palo Pinto and Parker counties west of Tarrant County, where Spirit of Texas Bank SSB currently operates three full-service branches.
As of June 30, 2018, Comanche, on a consolidated basis, reported total assets of $349 million, total deposits of $307 million, and total equity capital of $37.7 million.
Spirit was advised by Stephens Inc., as financial advisor, who also rendered a fairness opinion to Spirit, and Hunton Andrews Kurth LLP, as legal counsel. Comanche was advised by Piper Jaffray & Co., as financial advisor, who also rendered a fairness opinion to Comanche, and Fenimore, Kay, Harrison & Ford LLP, as legal counsel.