Texas Capital Bancshares, the parent company of Texas Capital Bank, and Independent Bank Group, the holding company for Independent Bank, have entered into an all-stock merger of equals with a total market value of approximately $5.5 billion.
The name of the combined holding company will be Independent Bank Group and the name of the combined bank will be Texas Capital. Retail locations in Colorado will continue to operate and retain the Independent Financial branding. The corporate headquarters of the combined company will be located in McKinney, TX.
Under the terms of the merger agreement, which was unanimously approved by the boards of directors of both companies, Texas Capital shareholders will receive 1.0311 shares of Independent Bank Group for each Texas Capital share they own. Former Texas Capital shareholders will own 55% and Independent Bank Group shareholders will own 45% of the combined company.
The merger combines two relationship-driven, client-focused and founder-led institutions with complementary lines of business and deep benches of talent. Together, Independent Bank Group and Texas Capital are ideally positioned to leverage their respective strengths to deliver exceptional operational and financial performance.
“Today is an exciting day for Texas Capital and I am confident that executing this transformative merger of equals is the right strategy for our team, our company, our clients, our communities and our shareholders. It has been an honor to build Texas Capital into one of the best business and private wealth banks in the U.S. We have found the ideal partner in Independent Bank Group given our shared core values and strong commitment to fostering talent and delivering a premier client experience,” said C. Keith Cargill, Texas Capital president and CEO.
David Brooks will be chairman, president and CEO of the combined company. Cargill will serve as special advisor to the chairman, president and CEO and continue to assist the franchise in talent and client retention in addition to advising on key strategic initiatives.
The merger is expected to close in mid-2020, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.
Jefferies is serving as lead financial advisor to Texas Capital. Goldman Sachs is also serving as financial advisor to Texas Capital. Sullivan & Cromwell is serving as legal advisor to Texas Capital.
Keefe, Bruyette & Woods is serving as exclusive financial advisor to Independent Bank Group. Sandler O’Neill + Partners, rendered a fairness opinion to the board of directors of Independent Bank Group. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Independent Bank Group.
