BancorpSouth Bank agreed to acquire Houston-based Icon Capital and its wholly owned subsidiary, Icon Bank of Texas. Under the terms of the agreement, BancorpSouth will issue 4,125,000 shares of its common stock, plus $17.5 million in cash, for all outstanding shares of Icon Capital capital stock, subject to certain conditions and potential adjustments.

Upon completion of the transaction, Mark Reiley, co-founder, chairman and CEO of Icon, will serve as BancorpSouth’s Houston Area chairman while John Green, co-founder, vice chairman and president of Icon, will be the Houston Division president.

“We are very pleased to have the opportunity to meaningfully expand our presence in the vibrant Houston metropolitan area,” commented Dan Rollins, chairman and CEO of BancorpSouth. “The co-founders of Icon, Mark Reiley and John Green, are both highly regarded bankers in this market. The Icon team will be an integral part of our ability to continue to grow strategically, both broadly as a company and more specifically in this market.”

The boards of directors of both companies unanimously approved the merger. The closing of the transaction is subject to certain conditions, including approval by Icon’s shareholders and customary regulatory approvals. Closing is expected to occur during the second half of 2018.

Icon was advised in this transaction by Stephens as financial advisor and Winstead as legal counsel. Alston & Bird acted as legal counsel for BancorpSouth.

Headquartered in Tupelo, MS, BancorpSouth Bank has $17.2 billion in assets and operates 279 full service branch locations throughout Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas.