TUPELO, Miss., March 5, 2019 /PRNewswire/ -- BancorpSouth Bank (BXS) announced today the signing of a definitive merger agreement with Summit Financial Enterprises, Inc., the parent company of Summit Bank, National Association (collectively referred to as "Summit"), pursuant to which Summit will be merged with and into BancorpSouth Bank.
The deal will substantially expand BancorpSouth's presence in Florida, where it currently has one full-service banking office in Miramar Beach, Florida, and one mortgage loan production office in Crestview, Florida. Summit offers a comprehensive range of personal and business accounts, lending solutions, wealth management and investment services through its four offices located in Panama City, Panama City Beach, Fort Walton Beach and Pensacola, Florida.
As of December 31, 2018 (unaudited), Summit, on a consolidated basis, reported total assets of $472 million, total loans of $297 million and total deposits of $402 million.
Under the terms of the merger agreement, BancorpSouth Bank will issue 2.5 million shares of BancorpSouth Bank common stock, plus $20 million in cash, for all outstanding shares of Summit Financial Enterprises, Inc. capital stock, subject to certain conditions and potential adjustments. The terms of the agreement provide for a collar with respect to the total deal value ranging from $95.0 million to $107.5 million. If necessary, the share count may be adjusted downward or the cash consideration may be adjusted upward to accommodate the respective boundaries of the collar.
"We are excited to announce this agreement with Summit," stated Dan Rollins, Chairman and Chief Executive Officer of BancorpSouth Bank. "The opportunity to expand our presence in these strong and growing markets is exciting. We're looking forward to serving more people along Florida's Emerald Coast."
Andy Stein, President and Chief Executive Officer of Summit, said "BancorpSouth was instrumental in helping us reopen our main office after it was hit by Hurricane Michael last year. The bank has already proven to be a great partner for us, and we're confident that the combination of our two banks will bring opportunities and benefits to our customers, communities and employees."
Upon completion of the transaction, Stein will serve as BancorpSouth's Florida Chairman.
The merger has been unanimously approved by the boards of directors of both companies. The closing of the transaction is subject to certain conditions, including the approval by Summit's shareholders and the receipt of customary regulatory approvals. The transaction is anticipated to close during the second half of 2019, pending regulatory approval and satisfaction of the other customary closing conditions.
Summit was advised in this transaction by Raymond James & Associates, Inc. as financial advisor and Silver, Freedman, Taff & Tiernan LLP as legal counsel. Alston & Bird LLP and Waller Lansden Dortch & Davis served as legal counsel to BancorpSouth Bank.
In addition to the information contained within this News Release, an Investor Presentation has been posted on BancorpSouth Bank's Investor Relations page on its website (www.bancorpsouth.investorroom.com) and has been furnished as an exhibit to a Form 8-K filed with the Federal Deposit Insurance Corporation ("FDIC"). The presentation contains additional information regarding the merger with Summit.
About BancorpSouth Bank
BancorpSouth Bank (BXS) is headquartered in Tupelo, Mississippi, with approximately $18 billion in assets. BancorpSouth operates approximately 285 full-service branch locations as well as additional mortgage, insurance and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois. BancorpSouth is committed to a culture of respect, diversity and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at www.bancorpsouth.com; "Like" us on Facebook; follow us on Twitter (@MyBXS); or connect with us through LinkedIn.
This communication is being made in respect of the proposed merger transaction involving BancorpSouth Bank and Summit. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. In connection with the proposed merger, BancorpSouth Bank and Summit will deliver a proxy statement and related offering materials to the shareholders of Summit seeking approval of the merger and related matters. Shareholders of Summit are encouraged to read the proxy statement and offering materials carefully in their entirety when they become available because they will contain important information about the merger, BancorpSouth Bank and Summit. The proxy statement and related offering materials will also be made available without charge from the Corporate Secretary of each of BancorpSouth Bank and Summit.
BancorpSouth Bank and Summit, and certain of their respective directors, executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the shareholders of Summit in respect of the proposed merger transaction. Certain information about the directors and executive officers of BancorpSouth Bank is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the FDIC on February 28, 2019 and its proxy statement for its 2018 annual meeting of shareholders, which was filed with the FDIC on March 23, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and related offering materials when they become available.
Forward Looking Statements
Certain statements contained in this news release may not be based upon historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "could," "continue," "seek," "intend," "estimate," "expect," "foresee," "hope," "intend," "may," "might," "plan," "should," "predict," "project," "goal," "outlook," "potential," "will," "will result," "will likely result," or "would" or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closing of the proposed merger with Summit, the benefits, cost savings, and synergies expected from the proposed merger with Summit, and the ability of BancorpSouth Bank to close the proposed merger with Summit in a timely manner or at all.
BancorpSouth Bank cautions readers not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, many of which are beyond the control of BancorpSouth Bank. These factors may include, but are not limited to, the ability of BancorpSouth Bank to close the proposed merger with Summit, the ability of BancorpSouth Bank or Summit to satisfy the conditions to the closing of the proposed merger, failure to obtain approval of the proposed merger from Summit's shareholders, the ability of BancorpSouth Bank to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed merger with Summit, the potential impact upon BancorpSouth Bank of any delay in the closing of the proposed merger, the possibility that any of the anticipated benefits, cost savings, and synergies of the proposed merger with Summit will not be realized or will not be realized as expected, the acceptance by customers of Summit of BancorpSouth Bank's products and services if the proposed merger closes, the failure of the proposed merger with Summit to close for any other reason, the effect of the announcement of the proposed merger on BancorpSouth Bank's operating results, the possibility that the proposed merger may be more expensive or time-consuming to complete than anticipated, including as a result of unexpected factors or events and the impact of all other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects or results of operations of financial services companies and other factors that were previously detailed from time to time in BancorpSouth Bank's press and news releases, reports and other filings with the FDIC. Forward-looking statements speak only as of the date they were made, and, except as required by law, BancorpSouth Bank does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.