Veritex Holdings, Inc. (NasdaqGM:VBTX) agreed to acquire Sovereign Bancshares, Inc. for approximately $180 million on December 14, 2016. As per the agreement, Veritex will issue 5.1 million shares of its common stock and pay approximately $58 million in cash to existing common stock shareholders of Sovereign Bancshares. The aggregate cash consideration is subject to adjustment. Each option granted by Sovereign shall be cancelled and converted automatically into the right to receive an amount in cash equal to the product of the number of shares of Sovereign common stock available for purchase pursuant to such Sovereign stock option multiplied by the excess, if any, of the per option amount over the exercise price per share of Sovereign common stock. Each share of ‘Senior Non-Cumulative Perpetual Preferred Stock, Series C’ shall be converted into one share of Veritex’s 'Senior Non-Cumulative Perpetual Preferred Stock, Series D', for a total purchase price of $24.5 million. Each ‘Deferred Stock Award’ granted in respect of a share of Sovereign common stock be converted into and represent only the right to receive the per share merger consideration for each share of Sovereign common stock then subject to the DSA. The transaction will be financed by assumption of $70 million equity offering plus 15% option, assumption of $20 million subordinated debt offering after the closing to refinance outstanding Sovereign SBLF. As of December 14, 2016, announced a public offering of $87 million and intends to use the net proceeds from the offering to fund the cash consideration portion of its proposed merger with Sovereign Bancshares, Inc. and for general corporate purposes. A termination fee of $4.5 million will be payable by either Veritex or Sovereign Bancshares if the deal is terminated under certain situations. Veritex has agreed to add two Sovereign Bancshares representatives to the Veritex Board of Directors, one of whom will be named a Vice Chairman. The transaction is subject to the effectiveness of Veritex’s registration statement on Form S-4, the receipt of bank regulatory approvals including the approval of the Federal Reserve and the approval of the TDB, Sovereign’s employment agreements shall have been terminated, exchange of the then-outstanding SBLF preferred shares for shares of Veritex’s SBLF preferred stock, each of the director support agreements shall be and remain in full force and effect, termination of employee benefit plans and PEO agreement, approval of Sovereign Bancshares’s and Veritex’s respective shareholders, listing of consideration shares, dissenters right limited and minimum total common equity and others. The acquisition has been approved by the Boards of Directors of Sovereign Bancshares and unanimously approved by the Veritex’s Board. As of December 9, 2016, Stephens Inc., the financial advisor for Veritex Holdings, gave an opinion, that the Veritex Holdings’ issuance of 5.1 million shares of common stock and cash payment of $58 million is fair. As of April 6, 2017, the transaction has been approved by the shareholders of Veritex Holdings, Inc. and Sovereign Bancshares. As of July 7, 2017, the transaction was approved Board of Governors of the Federal Reserve System. The transaction is expected to close during the second quarter of 2017. As of July 7, 2017, the transaction is subject is expected to close on or about August 1, 2017. The transaction is expected to be double digit EPS accretive. Justin M. Long, Michael Keeley, Bill Bowers, Alex Clark, Derek Rollins, Josh McNulty, Evan Hardee and Hersh Verma of Norton Rose Fulbright US LLP acted as legal advisors to Veritex. Geoffrey S. Kay and Chet A. Fenimore of Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor to Sovereign. Jay Brogdon of Stephens Inc. acted as financial advisor to Veritex and received a fee of $1 Million. Chris Murray and Josh Shropa of Sandler O'Neill + Partners, L.P. acted as financial advisor to Sovereign and received a fee of $2.2 Million. Continental Stock Transfer & Trust Company, Inc. acted as the transfer agent for Veritex Holdings, Inc. Veritex Holdings, Inc. (NasdaqGM:VBTX) completed the acquisition of Sovereign Bancshares, Inc. for approximately $200 million on August 1, 2017. Veritex issued 5.1 million shares of its common stock and paid $56.2 million in cash to former holders of Sovereign Bancshares’ common stock. In addition, Sovereign had $8.6 million of junior subordinated debentures issued to a statutory trust that, in turn, issued $8.4 million of trust preferred securities, which Veritex assumed in the Sovereign merger. Post completion, Sovereign Bancshares will continue to operate as a wholly owned subsidiary of Veritex. In connection with the merger, the Veritex Board of Directors appointed on July 28, 2017 (i) T.J. Falgout as a Director and Vice Chairman of both Veritex and Veritex Community Bank, and (ii) Thomas J. Mastor as a Director of both Veritex and Veritex Community Bank.