Independent Bank Group, Inc., the holding company for Independent Bank, today announced that Independent Bank Group has entered into a definitive agreement to acquire BOH Holdings, Inc. and its subsidiary, Bank of Houston, Houston, Texas.
BOH Holdings through Bank of Houston, operates six full service banking locations throughout the Houston metropolitan area. As of September 30, 2013, BOH Holdings, Inc., on a consolidated basis, reported total assets of $924.6 million, total deposits of $747.3 million, and total equity capital of $94.3 million. Upon completion of this acquisition and the pending acquisitions of Collin Bank and Live Oak Financial Corp., Independent Bank Group would have total assets of approximately $3.2 billion.
Independent Bank Group Chairman and Chief Executive Officer David R. Brooks stated, "We are pleased to announce our third transaction in 2013, continuing our planned expansion through the acquisition of quality banks and expanding into new attractive markets. The acquisition of BOH Holdings marks our entry into the dynamic Houston market and, as a result, Independent Bank now has a significant presence in three of the nation's strongest markets: Dallas, Austin, and Houston. Bank of Houston brings a quality and committed management team, consistent level of high profitability, clean balance sheet, strong core deposit base, healthy loan mix, and a track record of growth."
Mr. Brooks continued, "Independent Bank and Bank of Houston share the same approach to community banking, with a conservative lending philosophy and customer oriented service. Bank of Houston customers can expect to continue to receive the same high touch personal service they are accustomed to from their existing bankers, with the added advantage of the Independent Bank resources."
"The merger of our bank into the Independent Bank organization is great news for our customers and employees," said James D. Stein, President and Chief Executive Officer of BOH Holdings. "The enhanced products of our combined institutions will allow us to continue to provide excellent service to our customers." Mr. Stein continued, "Our employees will also benefit by joining the team at Independent Bank, which has historically been recognized as a top employer in the Dallas and Austin communities. With the access to additional capital, we believe we can increase our presence in the broad Houston market by continuing to add outstanding bankers and by making strategic acquisitions."
Under the terms of the Agreement, Independent Bank Group will pay an aggregate transaction value of $170 million. The merger consideration will consist of $34 million cash and 3,616,060 shares of Independent Bank Group common stock determined by Independent Bank Group's 20-day volume weighted average stock price of $37.61.
Mr. Stein and two additional directors of BOH Holdings will join the Board of Directors of Independent Bank Group. Mr. Stein will also serve as Vice Chairman/Houston Region CEO and will oversee the Houston operations of the combined entity.
The merger has been approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2014, although delays may occur. The transaction is subject to certain conditions, including the approval by shareholders of Independent Bank Group, BOH Holdings and customary regulatory approvals.
Independent Bank Group was advised in this transaction by Sterne, Agee & Leach, Inc. as financial advisor and Haynie Rake Repass & Lowry, P.C. as legal counsel. BOH Holdings was advised by Sandler + O'Neill Partners, L.P. as financial advisor and Bracewell & Giuliani as legal counsel.
Independent Bank Group, Inc. to Acquire BOH Holdings, Inc.
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