Fried Frank acted as counsel to Goldman Sachs as financial advisor to Green Bancorp, Inc. (Green), in its merger with Veritex Holdings, Inc. (Veritex). The transaction will create a leading Texas community bank, with 43 branches across Texas, ranking as the tenth largest Texas-based banking institution by deposit market share. The combined franchise would have approximately US$7.5 billion in assets, US$5.6 billion in loans and US$5.9 billion in deposits, based on the companies' balance sheets as of June 30, 2018. Under the terms of the merger agreement, upon completion of the merger, shareholders of Green will receive 0.79 shares of Veritex common stock for each share of Green common stock, valuing the transaction at approximately US$1.0 billion, or US$25.89 per Green share, based on the closing share price of Veritex of US$32.77 on July 23, 2018. Legacy Veritex and Green shareholders will collectively own approximately 45% and 55% of the combined company, respectively. The merger agreement has been unanimously approved by the board of directors of both Veritex and Green and contains customary representations and warranties and covenants by both parties. Closing is subject to customary approvals by regulatory authorities and the shareholders of both companies, and is expected to occur in the first quarter of 2019.
The Fried Frank team was led by corporate partner Philip Richter and included corporate special counsel Brian A. Blitz and corporate associate Arielle D. Matza.