お知らせ • Feb 03
Prosperity Bancshares, Inc. (NYSE:PB) completed the acquisition of Southwest Bancshares, Inc. for $282.6 million.
Prosperity Bancshares, Inc. (NYSE:PB) signed a definitive merger agreement to acquire Southwest Bancshares, Inc. for approximately $270 million on September 30, 2025. The acquisition includes Southwest Bancshares's subsidiary, Texas Partners Bank. Under the terms and subject to the conditions of the definitive agreement, Prosperity Bancshares, Inc. will issue $4.06 million shares of common stock for all Southwest common and restricted stock. Southwest Bancshares, Inc. warrants and in-the-money options will be converted to cash payments based on merger consideration minus exercise price. Total consideration is approximately $268.9 million, based on Prosperity Bancshares, Inc.'s closing price of $65.97 on September 29, 2025. Brent Given, Texas Partners Interim Chairman, President and Chief Executive Officer, will join Prosperity Bank as San Antonio Area Chairman, and Tom Moreno, Texas Partners Chief Operating Officer, will have a senior management position in Prosperity Bank's operations. Additional members of Texas Partners management will maintain leadership roles in the combined organization. In addition, upon completion of the merger, Gene Dawson, Jr., Interim Chairman, President and Chief Executive Officer of Southwest, will join the Board of Directors of Prosperity Bank. In case of termination Southwest Bancshares will pay $10.76 million.
As of June 30, 2025, Southwest Bancshares, Inc. reported total assets of $2.4 billion.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board. anti trust approval, listing approval, effectiveness of registration statement and approval of offer by target shareholders. The deal has been unanimously approved by the board. The transaction is expected to close during the first quarter of 2026. As of December 16, 2025, Prosperity Bancshares filed a registration documents. As of January 22, 2026, the shareholders of Southwest have approved proposed merger of Southwest with and into Prosperity, with Prosperity continuing as the surviving corporation, to be followed by the proposed merger of Texas Partners with and into Prosperity Bank. The Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation and the Texas Department of Banking have each approved the transaction. All required regulatory and shareholder approvals to complete the transaction have now been received and the transaction is expected to be completed on February 1, 2026, subject to the satisfaction or waiver of the remaining customary closing conditions.
Stephens Inc. acted as financial advisor, fairness opinion provider for Southwest Bancshares, Inc and will recieve a fee of $0.3 million for opinion rendered. Brent Standefer, Jr. and Chet A. Fenimore of Fenimore Kay Harrison LLP acted as legal advisor for Southwest Bancshares, Inc. Matthew T. Carpenter and Edward D. Herlihy of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor for Prosperity Bancshares, Inc. Computershare Trust Company, Inc acted as transfer agent to Prosperity Bancshares. On January 8, 2026, it was announced that the Federal Reserve Board announces approval of application by Prosperity Bancshares, Inc. on December 16, 2025. On February 2, 2026, it was announced that Brent Given, Texas Partners Interim Chairman, President and Chief Executive Officer, will join Prosperity Bank as San Antonio Area Chairman, and Tom Moreno, Texas Partners Chief Operating Officer, will have a senior management position in Prosperity Bank’s operations. Additional members of Texas Partners management will maintain leadership roles in the combined organization. In addition, Gene Dawson, Jr., Interim Chairman, President and Chief Executive Officer of Southwest, has joined the Board of Directors of Prosperity Bank.
Prosperity Bancshares, Inc. (NYSE:PB) completed the acquisition of Southwest Bancshares, Inc. for $282.6 million on February 1, 2026. Under the terms of the merger agreement between Prosperity and Southwest, Prosperity issued 4,095,397 shares of Prosperity common stock to the former shareholders and award holders of Southwest.