Independent Bank Group, Inc., the holding company for Independent Bank, both of McKinney, Texas, announced May 25 it will merge with Denver-based Guaranty Bancorp. Guaranty Bank and Trust Company, subsidiary of Guaranty Bancorp, operates 32 branches along the Colorado front range, including 14 in metropolitan Denver. Guaranty has assets of $3.7 billion, deposits of $3.0 billion, and total tangible common equity of $324.8 million, as of March 31, 2018.
Guaranty Bank and Trust will merge into Independent Bank Group in an all-stock transaction.
Under the terms of the merger agreement, shareholders of Guaranty Bancorp will receive 0.45 shares of Independent common stock for each share of Guaranty common stock. The aggregate consideration is valued at approximately $1.0 billion, or approximately $35.37 per Guaranty share, based on the closing price of Independent common stock of $78.60 on May 21, 2018. Independent Bank Group estimates the acquisition to be 6.5 percent accretive to earnings per common share in 2020, and 4.7 percent dilutive to tangible book value per share at closing, with an earnback period of 3.1 years.
Upon consummation of the transaction, Paul Taylor and Edward B. Cordes, Guaranty Bancorp’s president/CEO and chair, respectively, will join the board of Independent Bank Group. Michael B. Hobbs, president of Guaranty Bank and Trust, will become Independent Bank’s Colorado Market CEO.
The transaction has been approved by the boards of both companies and is expected to close in the fourth quarter. The transaction is subject to shareholder and regulatory approval.
Independent Bank Group received a fairness opinion from Stephens Inc., in connection with the transaction and was represented by Wachtell, Lipton, Rosen & Katz as legal counsel. Guaranty Bancorp was advised by Keefe, Bruyette & Woods, Inc., as financial advisor and was represented by Shapiro Bieging Barber Otteson LLP as legal counsel.