Independent Bank Group in McKinney, Texas, has agreed to buy Integrity Bancshares in Houston.

The $8.9 billion-asset Independent said in a press release Tuesday that it will pay $31.6 million in cash and stock for the $805 million-asset Integrity, subject to adjustments tied to the seller’s tangible equity at closing. The deal is expected to close in the second quarter.

Integrity would be the third Houston-area bank acquired by Independent.

Integrity “has a demonstrated history of growth and strong earnings with locations in some of the most attractive markets in the Houston area,” David Brooks, Independent’s chairman and CEO, said in the release. The bank “brings a skilled team of experienced bankers as well as a dedicated group of employees.”

Piper Jaffray and Haynie Rake Repass & Klimko advised Independent. Sandler O’Neill and Jackson Walker advised Integrity.

Independent said in a separate press release that certain shareholders plan to sell about 1.7 million shares of its common stock in a public offering. The investors acquired the shares as part of Independent’s April purchase of Carlile Bancshares.

Independent said it plans to sell about 390,000 of its own shares as part of the offering. Proceeds from the banking company’s sales would be used for general corporate purposes, including an increase in capital to support acquisitions and organic growth.
Stephens is the offering’s book-running manager. Keefe, Bruyette & Woods; Sandler; Evercore ISI; and Raymond James are the co-managers.

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