HOUSTON, Nov. 1, 2019 /PRNewswire/ -- Prosperity
Bancshares, Inc.® (NYSE: PB), the parent company
of Prosperity Bank®, today announced that it has
completed its previously announced merger (the "merger") with
LegacyTexas Financial Group, Inc. (NASDAQ: LTXB) ("LegacyTexas"),
the parent company of LegacyTexas Bank, effective November 1, 2019. As of September 30, 2019, on a consolidated basis,
LegacyTexas had total assets of $10.5
billion, total loans of $9.1
billion and total deposits of $6.5
billion. LegacyTexas Bank operated 42 banking centers
in and around the Dallas-Fort
Worth area.
Immediately after the merger, LegacyTexas Bank was merged into
Prosperity Bank and LegacyTexas' business will operate as
Prosperity Bank dba LegacyTexas Bank until systems conversion,
which is scheduled for early June 2020. Upon conversion, the
combined bank will operate as Prosperity Bank.
In connection with the merger, Kevin
Hanigan, LegacyTexas President and Chief Executive Officer
was named President and Chief Operating Officer of Prosperity
Bancshares and President of Prosperity Bank; and Mays Davenport,
LegacyTexas EVP and Chief Financial Officer, was named EVP and
Director of Corporate Strategy of Prosperity Bancshares and
Prosperity Bank. Upon completion of the merger, David Zalman will serve as Senior Chairman and
Chief Executive Officer of Prosperity Bancshares, H.E. Timanus, Jr.
will serve as Chairman and Eddie
Safady will serve as Vice Chairman. In addition,
Kevin Hanigan, Bruce Hunt and George
Fisk joined the Prosperity Bancshares Board of Directors and
Kevin Hanigan and Mays Davenport
joined the Prosperity Bank Board of Directors.
"This transaction represents a milestone in Prosperity's
strategic growth and we welcome the LegacyTexas customers and
associates to Prosperity Bank. This merger creates one of the
largest Texas-based banks by
deposits, and makes Prosperity Bank a dominant player in the
vibrant markets of Houston and
Dallas/Fort Worth. We look
forward to the opportunities we have as a combined organization,"
stated David Zalman, Senior Chairman
and Chief Executive Officer of Prosperity Bancshares.
"This merger brings together two complementary franchises with a
shared goal of serving the needs of our customers, associates and
communities and will provide our combined team with a platform for
anticipated continued growth," commented Kevin Hanigan, President of Prosperity
Bancshares.
Keefe, Bruyette & Woods, A Stifel Company,
represented Prosperity Bancshares by providing a fairness opinion
to its Board of Directors, and Bracewell LLP acted as legal
counsel. LegacyTexas was advised in this transaction by J.P.
Morgan Securities LLC, as financial advisor, and Shapiro Bieging
Barber Otteson LLP, as legal counsel.
About Prosperity Bancshares, Inc. ®
As of September 30, 2019,
Prosperity Bancshares, Inc.® is a $22.1 billion Houston,
Texas based regional financial holding company, formed in
1983. Operating under a community banking philosophy and seeking to
develop broad customer relationships based on service convenience,
Prosperity offers a variety of traditional loan and deposit
products to its customers, which consist primarily of small and
medium sized businesses and consumers. In addition to established
banking products, Prosperity offers a complete line of financial
services including Online & Mobile Banking, Investment
Services, Small Business (SBA) and Commercial Loans, Mortgage
Services, Retail Brokerage Services, Cash Management, as well as
traditional consumer services.
Prosperity Bancshares currently operates 243 full-service
banking locations: 65 in the Houston area, including The Woodlands; 30 in the South Texas area, including Corpus Christi and Victoria; 33 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area, including Austin and San
Antonio; 34 in the West
Texas area, including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station area; six in the
Central Oklahoma area; and eight
in the Tulsa, Oklahoma area.
Cautionary Notes on Forward-Looking Statements
This communication contains statements which, to the extent they
are not statements of historical fact, constitute "forward-looking
statements" within the meaning of the federal securities laws,
including Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
From time to time, oral or written forward-looking statements may
also be included in other information released to the public. Such
statements are typically, but not exclusively, identified by the
use in the statements of words or phrases such as "aim,"
"anticipate," "estimate," "expect," "goal," "guidance," "intend,"
"is anticipated," "is expected," "is intended," "objective,"
"plan," "projected," "projection," "will affect," "will be," "will
continue," "will decrease," "will grow," "will impact," "will
increase," "will incur," "will reduce," "will remain," "will
result," "would be," variations of such words or phrases (including
where the word "could," "may," or "would" is used rather than the
word "will" in a phrase) and similar words and phrases indicating
that the statement addresses some future result, occurrence, plan
or objective. These forward-looking statements may include
information about Prosperity Bancshares' possible or assumed future
economic performance or future results of operations, including
future revenues, income, expenses, provision for loan losses,
provision for taxes, effective tax rate, earnings per share, cash
flows, future capital expenditures and dividends, future financial
condition and changes therein, including changes in loan portfolio
and allowance for loan losses, future capital structure or changes
therein, as well as the plans and objectives of management for
Prosperity Bancshares' future operations and integrating the
operations of LegacyTexas, future or proposed acquisitions, the
future or expected effect of acquisitions on Prosperity's
operations, results of operations, financial condition, and future
economic performance, statements about the anticipated benefits of
the transaction with LegacyTexas, and statements about the
assumptions underlying any such statement. The forward-looking
statements are based on expectations and assumptions Prosperity
Bancshares currently believes to be valid. Because forward-looking
statements relate to future results and occurrences, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict. Many possible events
or factors could adversely affect the future financial results and
performance of Prosperity Bancshares and could cause those results
or performance to differ materially from those expressed in the
forward-looking statements. Such risks and uncertainties include,
among others: the possibility that the anticipated benefits of the
transaction with LegacyTexas are not realized when expected or at
all, including as a result of the impact of, or problems arising
from, the integration of the two companies or as a result of the
strength of the economy and competitive factors generally, or
specifically in the Dallas/Fort
Worth area where LegacyTexas did a majority of its business
and Prosperity Bancshares now has a greater presence, the
possibility that the integration of LegacyTexas may be more
expensive than anticipated, including as a result of unexpected
factors or events, diversion of management's attention from
previous business operations and opportunities, potential adverse
reactions or changes to business or employee relationships, and the
dilution caused by Prosperity Bancshares' issuance of additional
shares of its common stock in connection with the LegacyTexas
transaction. Prosperity Bancshares disclaims any obligation to
update such factors or to publicly announce the results of any
revisions to any of the forward-looking statements included herein
to reflect future events or developments. Further information on
Prosperity Bancshares and factors which could affect the
forward-looking statements contained herein can be found in
Prosperity Bancshares' Annual Report on Form 10-K for the fiscal
year ended December 31, 2018, its
Quarterly Report on Form 10-Q for the three- and six-month periods
ended June 30, 2019 and its other
filings with the Securities and Exchange Commission ("SEC").
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SOURCE Prosperity Bancshares, Inc.