TUPELO — BancorpSouth Inc. has signed a definitive merger agreement with Ouachita Bancshares Corp. and its wholly owned subsidiary, Ouachita Independent Bank (OIB) headquartered in Monroe, La., whereby Ouachita Bancshares Corp. will be merged with and into BancorpSouth, Inc.
OIB operates 12 full-service banking offices; six in the Monroe-West Monroe, La., area, four in the Shreveport-Bossier City, La., area and two in the Bastrop, La., area. Additionally, OIB currently operates loan production offices in Madison and Natchitoches, La. As of Dec. 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.
Dan Rollins, CEO of BancorpSouth, said, “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.”
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 CEO 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.