Acquisition Definitive Agreement Signed

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisition Definitive Agreement Signed

Note 12 - Acquisition Definitive Agreement Signed

On October 12, 2017, the Company announced that it has entered into a definitive agreement to acquire Commercial Bancshares, Inc. and its wholly owned bank subsidiary, Commercial State Bank, El Campo, Texas pursuant to an Agreement and Plan of Reorganization (the “Reorganization Agreement”) dated October 12, 2017, by and among the Company, Kingwood Merger Sub, Inc., a wholly owned subsidiary of the company, and Commercial Bancshares, Inc. for consideration to be paid in shares of Common Stock with an aggregate value of approximately $59,400,000. In addition, Commercial Bancshares, Inc. will make a $15,600,000 special dividend to its shareholders prior to closing of the transaction, which may be increased or decreased for the amount by which Commercial Bancshares, Inc.’s consolidated shareholders’ equity as of the closing date exceeds or is less than $42,400,000, after certain adjustments described in the Reorganization Agreement. At September 30, 2017 Commercial State Bank, Kingwood, Texas had gross loans totaling $263,800,000, total deposits of $322,100,000 and total assets of $366,800,000. Pending regulatory and shareholder approval, the acquisition is expected to close in the first quarter of 2018.