Subsequent Events |
9 Months Ended |
|---|---|
Sep. 30, 2018 | |
| Subsequent Events [Abstract] | |
| Subsequent Events |
Subsequent Events
On May 21, 2018, the Company announced entering into an Agreement and Plan of Merger (the “Merger Agreement”), dated May 18, 2018, to acquire SWNB Bancorp, Inc. (“SWNB”), a privately-held bank holding company for Southwestern National Bank, headquartered in Houston, Texas with total assets of approximately $411 million, for total consideration of approximately $76.7 million. On August 28, 2018, SWNB failed to obtain the requisite vote of its shareholders to approve the Merger Agreement and on September 26, 2018, the Company's Board of Directors announced that it provided notification to SWNB that it has terminated the Merger Agreement effective immediately, on the basis of SWNB’s willful and material breaches of its covenants and the failure of SWNB to obtain the required SWNB shareholder vote.
On October 3, 2018, the Company announced that it has filed a complaint in the United States District Court for the Southern District of Texas against SWNB and SWNB’s directors, alleging breach of contract under the Merger Agreement and breach of the implied covenant of good faith and fair dealing under the voting agreements between the Company and each of the directors. The complaint alleges, among other things, that SWNB and each of the directors willfully and materially breached their obligations under the Merger Agreement and voting agreements to use its reasonable best efforts to do or cause to be done all things necessary to consummate the transaction, including the directors’ obligation to recommend that SWNB shareholders vote in favor of the Merger Agreement. The lawsuit seeks damages for losses incurred as a result of SWNB’s and the directors’ breach of the agreements as well as the termination fee payable under the Merger Agreement.
Management has evaluated subsequent events through the date of issuance of the financial data included herein. Other than as disclosed above, there have been no subsequent events that occurred during such period that would require disclosure in this Quarterly Report on Form 10-Q for the period ended September 30, 2018, or would be required to be recognized in the Consolidated Financial Statements (Unaudited) as of September 30, 2018.
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