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SouthState, with 85 South Carolina locations, to acquire Texas bank group for $2B

Jason Thomas //May 20, 2024//

SouthState Corp. and Independent Bank Group Inc. have entered into a definitive agreement under which SouthState will acquire Independent Bank Group. (Photo/DepositPhotos)

SouthState Corp. and Independent Bank Group Inc. have entered into a definitive agreement under which SouthState will acquire Independent Bank Group. (Photo/DepositPhotos)

SouthState Corp. and Independent Bank Group Inc. have entered into a definitive agreement under which SouthState will acquire Independent Bank Group. (Photo/DepositPhotos)

SouthState Corp. and Independent Bank Group Inc. have entered into a definitive agreement under which SouthState will acquire Independent Bank Group. (Photo/DepositPhotos)

SouthState, with 85 South Carolina locations, to acquire Texas bank group for $2B

Jason Thomas //May 20, 2024//

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SouthState Corp. and Independent Bank Group Inc. have entered into a definitive agreement under which SouthState will acquire Independent Bank Group, in an all-stock transaction valued at approximately $2 billion, according to a news release.

Independent Bank Group, based in McKinney, Texas, has approximately $18.9 billion in total assets, $15.7 billion in total deposits and $14.6 billion in total loans as of March 31, and operates in four market regions located in Dallas/Fort Worth, Austin and Houston areas in Texas and the Colorado Front Range, according to the release.

With a presence in 12 of the 15 fastest growing MSAs in the United States, the combined company will have pro forma total assets of $65 billion, deposits of $55 billion, gross loans of $48 billion upon the completion of the transaction, and a market capitalization of approximately $8.2 billion, based on the closing stock price of SouthState as of May 17, the release stated.

“I have known and respected David for several years, and I look forward to welcoming the Independent Bank Group team to our company and working together to capitalize on the great opportunities ahead of us,” said John C. Corbett, CEO of SouthState, in the release. “With a local, geographic management model, an industry-leading track record on credit and a presence in some of the best markets in the country, Independent Bank Group is a great fit with SouthState.”

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Subject to the terms of the definitive agreement, Independent Bank Group shareholders will receive 0.60 shares of SouthState common stock for each outstanding share of Independent Bank Group common stock, the release stated. Based on SouthState’s closing stock price of $80.85 as of May 17, this equates to a per share value of $48.51 and an aggregate transaction value of approximately $2 billion.

Additionally, three Independent Bank Group directors, including David Brooks and Independent Bank Group’s Lead Independent Director G. Stacy Smith, will join both the SouthState Corp. board and the SouthState Bank board upon the completion of the transaction, the release stated.

The transaction was approved by the boards of directors of SouthState and Independent Bank Group by the unanimous vote of directors present at their respective meetings, the release stated. Completion of the transaction is subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of Independent Bank Group and SouthState. All members of the board of directors of Independent Bank Group and other significant shareholders collectively holding approximately 13.2% of Independent Bank Group’s common stock, have signed voting agreements in support of the transaction. All members of the board of directors of SouthState have also signed voting agreements in support of the transaction.

The transaction is expected to close by the end of the first quarter of 2025.

Raymond James & Associates Inc. is serving as exclusive financial advisor and Davis Polk & Wardwell LLP is serving as legal counsel to SouthState in the transaction, the release stated. Keefe, Bruyette & Woods, A Stifel Company, is serving as exclusive financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Independent Bank Group in the transaction.

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