SouthState Corporation to acquire Independent Bank Group, Inc.
SouthState Corporation (SouthState) and Independent Bank Group, Inc. (Independent Bank Group) jointly announced that they have entered into a definitive agreement under which SouthState will acquire Independent Bank Group, in an all-stock transaction valued at approximately $2 billion.
SouthState Corporation and Independent Bank Group, Inc. have entered into a definitive agreement that will create a $65 billion regional bank with a presence across the Southeast, as well as in Texas and Colorado. 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, 2024, and operates in four market regions located in Dallas/Fort Worth, Austin and Houston areas in Texas and the Colorado Front Range. 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, 2024.
"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, Chief Executive Officer of SouthState. "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."
"We are excited about the opportunity to join SouthState, a company whose culture, business model and credit discipline matches well with ours," said David R. Brooks, Chairman and CEO of Independent Bank Group. "The combination of these two companies operating in growing markets provides a great opportunity for our Independent Bank Group teammates, clients and communities to flourish."
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. Based on SouthState's closing stock price of $80.85 as of May 17, 2024, 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 Corporation board and the SouthState Bank board upon the completion of the transaction.
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.
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 percent 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. 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.