TUPELO, Miss., Jan. 22, 2014 /PRNewswire/ -- BancorpSouth,
Inc. (NYSE: BXS), the parent company of BancorpSouth Bank
(collectively referred to as "BancorpSouth"), announced today the
signing of a definitive merger agreement
with Central Community Corporation, headquartered in
Temple, Texas, whereby Central
Community Corporation will be merged with and into BancorpSouth,
Inc. Central Community Corporation is the parent company of
First State Bank Central Texas ("First State Bank"), which is
headquartered in Austin, Texas.
BancorpSouth currently has one other acquisition pending, Ouachita
Bancshares Corp., which was announced on January 8, 2014.
First State Bank operates 31 full-service banking offices;
eleven (11) in the Austin -
Round Rock, Texas area, eleven
(11) in the Killeen - Temple - Fort Hood,
Texas area, two (2) in Marble
Falls, Texas, and seven (7) in various other communities in
central Texas. As of
December 31, 2013 (unaudited),
Central Community Corporation, on a consolidated basis, reported
total assets of $1.3 billion, total
loans of $555.5 million and total
deposits of $1.1 billion.
Under the terms of the definitive agreement, BancorpSouth will
issue approximately 7,250,000 shares of BancorpSouth common stock
plus $28.5 million in cash for all
outstanding shares of Central Community Corporation capital stock,
subject to certain conditions and potential adjustments.
The terms of the agreement provide that BancorpSouth will
acquire Central Community Corporation's interest in First State
Bank, Central Community Capital Trust 1, and First Central Union
Capital Trust 1. Prior to the consummation of the
transaction, Central Community Corporation will divest its interest
in all other subsidiaries which, in aggregate, have book values
totaling approximately $12 million.
In addition, First State Bank will divest its interest in
foreclosed property with book values totaling approximately
$15 million.
"We are very excited about the opportunity with Don Grobowsky and his team at First State Bank,"
commented Dan Rollins, Chief
Executive Officer of BancorpSouth. "First State Bank is a
bank with a very rich 100-plus year history and currently is the
largest independent bank headquartered in Austin. This merger will give us the
opportunity to expand our footprint into the vibrant central
Texas market. The
Austin, Texas MSA consistently
ranks at or near the top of almost all statistical publications
regarding economic drivers and activity. First State Bank has
an operating philosophy and culture that will be a great fit with
our bank and we expect their team to be an integral component of
BancorpSouth's ability to continue to grow."
"We would like to welcome the BancorpSouth family to central
Texas," stated Donald Grobowsky, Chairman, President, and Chief
Executive Officer of Central Community Corporation. "We are excited
about the additional products, services, and resources that our
partnership with BancorpSouth will provide to our customers.
Both organizations have been built on superior customer
service and a commitment to the communities they serve. We
look forward to partnering with the entire BancorpSouth team and
contributing to the growth and success of our combined
franchise."
Upon completion of the merger, Don
Grobowsky will join the Boards of Directors of BancorpSouth,
Inc. and BancorpSouth Bank. He will also serve as
BancorpSouth's Central Texas Area Chairman. Gerry Gamble will serve as Division President of
the Austin Division, Richard Procter
will serve as the Division President of the Hill Country Division
and Randy Ramsey will serve as the
Division President of the Temple Division. In addition, all
of First State Bank's current market Presidents will continue to
serve in their current roles.
The merger has been unanimously approved by the Boards of
Directors of both companies and is expected to close during the
second quarter of 2014. The transaction is subject to certain
conditions, including the approval by Central Community
Corporation's shareholders and customary regulatory approvals.
Operational integration is anticipated to begin during the
third quarter of 2014.
Central Community Corporation was advised in this transaction by
Commerce Street Capital, LLC as financial advisor and Fenimore,
Kay, Harrison & Ford, LLP as legal counsel. Bracewell
& Guiliani LLP was legal counsel to BancorpSouth.
In addition to the information contained within this
announcement, an Investor Presentation has been posted on
BancorpSouth's website (www.bancorpsouth.com) containing additional
information regarding this transaction.
About BancorpSouth, Inc.
BancorpSouth, Inc. is a financial holding company headquartered
in Tupelo, Mississippi, with
$13.0 billion in assets.
BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth,
Inc., operates 292 commercial banking, mortgage and insurance
locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in
Illinois.
In connection with the proposed merger, BancorpSouth, Inc.
will file a registration statement on Form S-4 with the Securities
and Exchange Commission. Shareholders of
BancorpSouth and Central
Community Corporation are
encouraged to read the
registration statement, including the proxy statement/prospectus
that will be a part of the registration statement, because it will
contain important information about the merger, BancorpSouth and
Central Community Corporation After the registration
statement is filed with the SEC, the proxy statement/prospectus and
other relevant documents will be available for free on the SEC's
web site (www.sec.gov), and the proxy statement/prospectus will
also be made available for free from the Corporate Secretary of
each of BancorpSouth and Central Community Corporation
In connection with the proposed merger of Ouachita Bancshares
Corp. with and into BancorpSouth, BancorpSouth will file a
registration statement on Form S-4 with the Securities and Exchange
Commission. Shareholders of BancorpSouth and Ouachita
Bancshares Corp. are encouraged to read the registration statement,
including the proxy statement/prospectus that
will be a part of the
registration statement, because it will
contain important information about the merger, BancorpSouth and
Ouachita Bancshares Corp. After the
registration statement is filed with
the SEC, the proxy statement/prospectus and other
relevant documents will be available for free on the SEC's web site
(www.sec.gov), and the proxy statement/prospectus will also be made
available for free from the Corporate Secretary of each of
BancorpSouth and Ouachita Bancshares Corp.
Forward-Looking Statements
Certain statements contained in this news release may not be
based on 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,"
"estimate," "expect," "may," "might," "will," "would," "could" or
"intend." These forward-looking statements include, without
limitation, statements relating to the terms and closing of the
proposed transaction with Central Community Corporation, acceptance
by customers of Central Community Corporation of BancorpSouth's
products and services, the retention of key personnel, the
opportunities to enhance market share in certain markets, market
acceptance of BancorpSouth generally in new markets, and the
integration of First State Bank's operations.
We caution you 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.
These factors include, but are not limited to, the ability to
obtain required shareholder and regulatory approvals for the
merger, the ability of BancorpSouth and Central Community
Corporation to close the merger, BancorpSouth's ability to
successfully integrate the operations of First State Bank
after the merger, the ability of BancorpSouth to provide
competitive services and products in new markets and grow market
share in existing markets, the ability of BancorpSouth to
assimilate and retain key personnel after the merger, conditions in
the financial markets and economic conditions generally, the
adequacy of BancorpSouth's provision and allowance for credit
losses to cover actual credit losses, the credit risk associated
with real estate construction, acquisition and development loans,
losses resulting from the significant amount of BancorpSouth's
other real estate owned, limitations on BancorpSouth's ability to
declare and pay dividends, the impact of legal or administrative
proceedings, the availability of capital on favorable terms if and
when needed, liquidity risk, governmental regulation and
supervision of BancorpSouth's operations, the short-term and
long-term impact of changes to banking capital standards on
BancorpSouth's regulatory capital and liquidity, the impact of
regulations on service charges on BancorpSouth's core deposit
accounts, the susceptibility of BancorpSouth's business to local
economic or environmental conditions, the soundness of other
financial institutions, changes in interest rates, the impact of
monetary policies and economic factors on BancorpSouth's ability to
attract deposits or make loans, volatility in capital and credit
markets, reputational risk, the impact of hurricanes or other
adverse weather events, any requirement that BancorpSouth write
down goodwill or other intangible assets, diversification in the
types of financial services BancorpSouth offers, BancorpSouth's
ability to adapt its products and services to evolving industry
standards and consumer preferences, competition with other
financial services companies, BancorpSouth's growth strategy,
interruptions or breaches in BancorpSouth's information system
security, the failure of certain third party vendors to perform,
unfavorable ratings by rating agencies, dilution caused by
BancorpSouth's issuance of additional shares of its common stock to
raise capital or acquire other banks, bank holding companies,
financial holding companies and insurance agencies, other factors
generally understood to affect the financial condition or results
of financial services companies and other factors detailed from
time to time in BancorpSouth's press releases and filings with the
Securities and Exchange Commission. We undertake no obligation to
update these forward-looking statements to reflect events or
circumstances that occur after the date of this news release.
SOURCE BancorpSouth, Inc.