The parent company of 18 Northstar Banks in Colorado, to include four locations in Colorado Springs, ended November by entering into “a definitive agreement” with Independent Bank Group in McKinney, Texas. Independent Bank Group agreed last month to buy Northstar operator Carlile Bancshares, headquartered in Fort Worth, Texas.
Independent Bank Group agreed to pay $434 million, or $47.40 a share, for the $2.3 billion-asset parent of Northstar Bank, according to an article that appeared online at Americanbanker.com.
“The all-stock deal, which is expected to close in the second quarter of 2017, values Carlile at 213 [percent] of its tangible book value,” the article states.
According to a news release distributed by Independent Bank Group, “Based upon its Sept. 30, 2016, balance sheet, Independent Bank Group would have total assets of approximately $8 billion upon completion of the transaction.”
Independent Bank Group Chairman and Chief Executive Officer David R. Brooks said in the release, “The acquisition of Carlile Bancshares represents the continuation of our planned growth through the acquisition of quality banks in attractive new markets. This acquisition marks our entry into Fort Worth and surrounding submarkets, expanding our presence in the Dallas/Fort Worth market region, as well as into Colorado, with locations along the dynamic I-25 corridor from Denver to Colorado Springs.
“Northstar Bank brings a quality and committed management team as well as a dedicated group of employees. We are delighted to welcome Northstar Bank’s clients, shareholders and employees to Independent Bank Group.”
Tom C. Nichols, chairman of the board of Carlile Bancshares, said in the release, “We are excited to join an organization that shares our approach to community banking. 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.”
According to the release, Independent Bank Group will issue shares of its common stock to the shareholders of Carlile Bancshares and pay cash to Carlile Bancshares option holders.
“Based upon the Independent Bank Group stock price of $53.95 per share as of Nov. 18, 2016, Independent Bank Group would issue approximately 8.9 million shares and pay cash in the amount of approximately $13.7 million,” the release states. “The $434 million figure used to calculate the merger consideration will be reduced on a dollar for dollar basis if the tangible equity of Carlile Bancshares is less than $200 million at closing.”
The release goes on to state that the merger has been approved by the boards of directors of both companies and is expected to close during the second quarter of 2017, “although delays may occur.”
According to Americanbanker.com, the deal is the ninth-largest bank merger of 2016, in terms of total value, based on data from S&P Global Market Intelligence.
Americanbanker.com said Carlile was formed in 2009 and built its operations with six bank acquisitions. Its bank has 42 branches, to include the 18 locations in Colorado, and it also reports $1.5 billion in loans and $1.9 billion in deposits.
Independent was advised by Stephens Inc., Haynie Rake Repass & Klimko and Andrews Kurth Kenyon. Carlile was advised by Sandler O’Neill and Fenimore, Kay, Harrison & Ford.