TUPELO, Miss., Jan. 8, 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 Ouachita Bancshares
Corp. and its wholly owned subsidiary, Ouachita Independent Bank
(collectively referred to as "OIB") headquartered in Monroe, Louisiana, whereby Ouachita Bancshares
Corp. will be merged with and into BancorpSouth, Inc.
Ouachita Independent Bank operates twelve (12) full-service
banking offices; six (6) in the Monroe-West Monroe, Louisiana area, four (4) in the
Shreveport-Bossier City, Louisiana area, and two (2) in
the Bastrop, Louisiana area.
Additionally, OIB currently operates loan production offices in
Madison, Mississippi and
Natchitoches, Louisiana. As
of December 31, 2013 (unaudited),
OIB, on a consolidated basis, reported total assets of $652.5 million, total loans of $477.8 million and total deposits of $549.7 million.
Under the terms of the definitive agreement, BancorpSouth will
issue a maximum of 3,675,000 shares of BancorpSouth common stock
plus $22.875 million in cash for all
outstanding shares of Ouachita Bancshares Corp. 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 $99 million to
$112 million. If necessary, the share count will be
adjusted downward or the cash consideration adjusted upward to
accommodate the respective boundaries of the collar.
"We are very pleased to announce the first bank transaction for
our Company since 2007," commented Dan
Rollins, Chief Executive Officer of BancorpSouth. "We
are excited about the opportunity to partner with the professionals
at OIB. I would like to welcome their outstanding team to the
BancorpSouth family. Our management has the utmost respect
for the manner in which their bankers take care of customers and
transact business. We are extremely impressed with the
reputation and respect that OIB has developed in the markets that
we serve. This transaction will give us the opportunity to
significantly enhance our market share in both the
Monroe-West Monroe and
Shreveport-Bossier City markets. It will also
provide an opportunity to enter the Bastrop market, a market which we've not
previously served. OIB customers can expect to continue to
receive the same level of personal service to which they have
become accustomed, with the added advantage of additional
BancorpSouth products and resources."
"We have always respected BancorpSouth as a competitor and the
presence that they have developed along the I-20 corridor," stated
Clyde White, Chairman and former
Chief Executive Officer of Ouachita Bancshares Corp. "We are
excited for our customers, employees, and shareholders to have the
opportunity to partner with an organization like
BancorpSouth. We look forward to our relationship with Dan
and the entire BancorpSouth team."
Kevin Koh, Chief Executive
Officer of Ouachita Independent Bank added, "BancorpSouth is a
great cultural fit with an operating style that is very similar to
that of our Company. Both banks have a longstanding
reputation for their commitment to the communities they serve as
well as the customer-focused models that both operate. We
believe these core fundamental similarities will make for a very
seamless and successful transition over to the BancorpSouth
team."
Clyde White, who recently retired
from active day-to-day management of OIB, will continue to serve as
Chairman of the Board of OIB until the merger is completed.
Kevin Koh will continue to serve as
OIB's Chief Executive Officer until the merger is completed.
After that date, he will become BancorpSouth's Division President
with responsibility for Northeast
Louisiana markets including Monroe-West Monroe.
Lee Copeland, BancorpSouth's
Division President for North
Louisiana will continue to serve as Division President for
BancorpSouth's Northwest Louisiana
markets including Shreveport. Chris
Windham, OIB's Chief Lending Officer, upon consummation of
the merger, will serve as Senior Lender for the Northeast
Division. L.J. Holland,
BancorpSouth's Monroe-West Monroe Market
President will continue in his role.
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 OIB's shareholders and
customary regulatory approvals. Operational integration is
anticipated to begin during the second quarter of 2014.
OIB was advised in this transaction by Sheshunoff & Co 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
$12.9 billion in assets.
BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc.,
operates 292 commercial banking, mortgage, insurance, trust and
broker/dealer 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
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 Ouachita Bancshares Corp., acceptance by
customers of Ouachita Bancshares Corp. of BancorpSouth's products
and services, the opportunities to enhance market share in certain
markets and market acceptance of BancorpSouth generally in new
markets.
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 Ouachita Bancshares
Corp. to close the merger, BancorpSouth's ability to successfully
integrate the operations of Ouachita Independent 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.