Prosperity Bancshares, Inc.® to Merge With Coppermark Bancshares,
Inc. in Oklahoma City, Oklahoma
HOUSTON, Dec. 10, 2012 /PRNewswire/ -- Prosperity
Bancshares, Inc.® (NYSE: PB), the parent company of
Prosperity Bank®, (collectively referred to as
"Prosperity") announced today the signing of a definitive merger
agreement with Coppermark Bancshares, Inc. and its wholly owned
subsidiary Coppermark Bank (collectively referred to as
"Coppermark") headquartered in Oklahoma
City, Oklahoma, whereby Coppermark Bank will be merged with
and into Prosperity Bank. This is the sixth transaction
announced by Prosperity within the past fifteen months.
Coppermark Bank operates nine (9) full-service banking offices;
six (6) in Oklahoma City, Oklahoma
and surrounding areas and three (3) in the Dallas, Texas area. As of September 30, 2012, Coppermark, on a consolidated
basis, reported total assets of $1.3
billion, total loans of $874.2
million and total deposits of $1.2
billion.
Under the terms of the definitive agreement, Prosperity will
issue up to 3,258,845 shares of Prosperity common stock plus
$60.0 million in cash for all
outstanding shares of Coppermark Bancshares, Inc. capital stock,
subject to certain conditions and potential adjustments.
Russell E. Swarts, Chairman of
Coppermark will serve the combined entity as Senior Chairman –
Central Oklahoma Region. Thomas
Legan, Coppermark's President, will become Chairman –
Central Oklahoma Region and will be responsible for the day-to-day
operations and management of all Oklahoma locations. Jacque Fiegel, Coppermark's Chief Operating
Officer, will become President – Central Oklahoma Region and will
be responsible for retail and business banking functions of all
Oklahoma locations and certain
operational matters for the combined entity. Jeff Russell, Coppermark's President of the
Oklahoma Market and Chief Credit Officer will also be President –
Central Oklahoma Region and will be responsible for lending in
Oklahoma.
"It has been an honor and pleasure getting to know such a
professional group, including Russell, Tom and the management team
at Coppermark. The team has worked hard for the last 50 years
nuturing and growing the bank from its start. When talking to
the team it is very obvious how passionate they are in caring for
the customers and associates of Coppermark, building one customer
at a time. We intend to continue that passion and Coppermark
has committed to help Prosperity grow in the state of Oklahoma. We could not be more proud to be
affiliated with such a great group of people. I want to
welcome the entire team at Coppermark to our family at Prosperity,"
said David Zalman, Chairman and
Chief Executive Officer of Prosperity.
"We have worked for 50 years to build a strong bank with a
reputation for integrity and exceptional customer service," said
Russell Swarts, Chairman of
Coppermark Bancshares, Inc. "We are excited for our
customers, officers, staff and stockholders to join with a strong
partner like Prosperity."
"Prosperity and Coppermark both have a long and consistent
record of success," said Thomas
Legan, President and Chief Executive Officer of Coppermark
Bank. "We look forward to helping Prosperity continue to
build upon that record, and all of us on the Coppermark team
welcome Prosperity to Oklahoma,"
said Legan.
The merger has been approved by the Boards of Directors of both
companies and is expected to close during the first quarter of
2013, although delays may occur. The transaction is subject
to certain conditions, including the approval by Coppermark
Bancshares' shareholders and customary regulatory approvals.
Operational integration is anticipated to begin during the second
quarter of 2013.
Coppermark was advised in this transaction by Commerce Street
Capital, LLC as financial advisor and Fenimore, Kay, Harrison &
Ford, LLP and Cheek & Falcone, PLLC as legal counsel.
Bracewell & Giuliani LLP was legal counsel to
Prosperity.
In addition to the information contained within this
announcement, an Investor Presentation has been posted on
Prosperity's website (www.prosperitybanktx.com) containing
additional information regarding this merger.
Prosperity Bancshares, Inc.®
Prosperity
Bancshares Inc.®, recently named "America's Best Bank"
by Forbes is a $13.7 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 and 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 services including: Internet Banking
services at http://www.prosperitybanktx.com, Retail Brokerage
Services, MasterMoney Debit Cards, 24 hour voice response banking,
Trust and Wealth Management and Mobile Banking. Prosperity
currently operates two hundred thirteen (213) full service banking
locations; fifty-nine (59) in the Houston area; twenty (20) in the South Texas area including Corpus Christi and Victoria; thirty-five (35) in the Dallas/Fort Worth area; twenty-one (21) in the
East Texas area; thirty-four (34)
in the Central Texas area
including Austin and San Antonio; thirty-four (34) in the
West Texas area including
Lubbock, Midland/Odessa and Abilene; and ten (10) in the Bryan/College Station area.
In connection with the proposed merger of Coppermark Bancshares,
Inc. into Prosperity Bancshares, Prosperity Bancshares will file
with the Securities and Exchange Commission a registration
statement on Form S-4 to register the shares of Prosperity's common
stock to be issued to the stockholders of Coppermark Bancshares,
Inc. The registration statement will include a proxy
statement/prospectus which will be sent to the stockholders of
Coppermark Bancshares, Inc. seeking their approval of the proposed
transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, COPPERMARK
BANCSHARES, INC. AND THE PROPOSED TRANSACTION.
In connection with the proposed merger of East Texas Financial
Services, Inc. into Prosperity Bancshares, Prosperity Bancshares
has filed with the Securities and Exchange Commission a
registration statement on Form S-4 to register the shares of
Prosperity's common stock to be issued to the stockholders of East
Texas Financial Services. The registration statement includes a
proxy statement/prospectus which was sent to the stockholders of
East Texas Financial Services seeking their approval of the
proposed transaction.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE PROXY STATEMENT/PROSPECTUS INCLUDED
WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTIONS BECAUSE
THEY CONTAIN IMPORTANT INFORMATION ABOUT PROSPERITY, EAST TEXAS FINANCIAL SERVICES AND THE PROPOSED
TRANSACTION.
Investors and security holders may obtain free copies of these
documents through the website maintained by the Securities and
Exchange Commission at http://www.sec.gov. Documents filed
with the SEC by Prosperity will be available free of charge by
directing a request by telephone or mail to Prosperity Bancshares,
Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027 Attn: Investor Relations.
Prosperity's telephone number is (281) 269-7199.
"Safe Harbor" Statement under the Private Securities
Litigation Reform Act of 1995: This release contains
forward-looking statements within the meaning of the securities
laws that are based on current expectations, assumptions, estimates
and projections about Prosperity and its subsidiaries. These
forward-looking statements are not guarantees of future performance
and are subject to risks and uncertainties, many of which are
outside of Prosperity's control, that may cause actual results to
differ materially from those expressed or implied by the
forward-looking statements. These risks and uncertainties
include but are not limited to whether Prosperity can: successfully
identify acquisition targets and integrate the businesses of
acquired companies and banks; continue to sustain its current
internal growth rate or total growth rate; provide products and
services that appeal to its customers; continue to have access to
debt and equity capital markets; and achieve its sales
objectives. Other risks include, but are not limited to: the
possibility that credit quality could deteriorate; actions of
competitors; changes in laws and regulations (including changes in
governmental interpretations of regulations and changes in
accounting standards); a deterioration or downgrade in the credit
quality and credit agency ratings of the securities in Prosperity's
securities portfolio; customer and consumer demand, including
customer and consumer response to marketing; effectiveness of
spending, investments or programs; fluctuations in the cost and
availability of supply chain resources; economic conditions,
including currency rate fluctuations and interest rate
fluctuations; weather; and the stock price volatility associated
with "small-cap" companies. These and various other factors
are discussed in Prosperity's Annual Report on Form 10-K for the
year ended December 31, 2011 and
other reports and statements Prosperity has filed with the SEC.
Copies of the SEC filings for Prosperity
Bancshares® may be downloaded from the Internet at
no charge from www.prosperitybanktx.com.
SOURCE Prosperity Bancshares, Inc.