Stonegate Bank in Fort Lauderdale, Fla., said Tuesday it has agreed to buy Southwest Capital Bank in Fort Myers, Fla., for $9.4 million in an all-stock transaction.

This is the first traditional acquisition for the $578.6 million-asset Stonegate, which opened in 2005. The company has acquired three failed Florida banks with assistance from the Federal Deposit Insurance Corp. since July 31, 2009, boosting its assets by more than $200 million in that time.

Both Stonegate and the $121.3 million-asset Southwest are considered well capitalized for regulatory purposes. As a result, the combined company would be well positioned to take advantage of growth opportunities in Florida, David Seleski, Stonegate's chief executive, said in a press release.

Under the agreement, shareholders of Southwest Capital Bancshares Inc. would receive between 0.21 and 0.26 share of Stonegate Bank stock for each share of Southwest Capital stock. Southwest Capital shareholders also will be entitled to receive the proceeds remaining in a contingent payment account, established at closing, after a three-year performance period.

Dr. Gerald Laboda, the vice chairman of Southwest Capital's board of directors, will join the Stonegate board. And Southwest Capital President Bruce Schultz will oversee operations at the three Southwest branches after they are acquired by Stonegate.

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