Sunflower Financial and Strategic Growth Bancorp Announce Merger of Equals


Kansas-based Sunflower Financial, Inc. (“Sunflower”) and Texas-based Strategic Growth Bancorp, Incorporated (“SGB”) today jointly announced the signing of a definitive agreement to merge. The transaction will involve a merger of the holding companies and a merger of their respective banking entities, Sunflower Bank NA, First National Bank of Santa Fe, and Capital Bank, SSB, as well as Guardian Mortgage Company, Inc.

The pro forma combined company will have approximately $4 billion in banking assets with approximately $3 billion in both net loans and deposits, creating a super-community bank with a footprint exceeding 60 offices in Colorado, Kansas, Missouri, New Mexico, and Texas. The transaction partners two relationship-focused community bank organizations with stable deposit platforms and synergistic lending and fee income strategies. The corporate headquarters for the combined company will be in Denver with substantial office functions remaining in Salina, Kansas, and New Mexico and Texas locations. On a pro forma basis, the combined holding company will be the third largest Colorado headquartered banking institution by total assets.

Mollie Hale Carter, current Chairman and CEO of Sunflower, will serve as CEO and President of the combined holding company and CEO of the bank. Additionally, she will serve as Co-Chairman of the combined holding company and Chairman of the bank. William D. Sanders, current Chairman of SGB, will serve as Co-Chairman of the holding company. William P. (Pablo) Sanders, current Chairman of First National Bank of Santa Fe and Capital Bank, will be the COO of the holding company with responsibility for the mortgage and wealth management businesses and Interim President of the bank. The Board of Directors of the combined holding company will have 10 members, comprised of an equal number of appointments from Sunflower and SGB.

The financial terms of the merger were not disclosed. The transaction has been unanimously approved by the board of directors of both Sunflower and SGB as well as by the required vote of their respective shareholders and is expected to close in the first quarter of 2017, subject to regulatory approval and other customary conditions.

Mollie Hale Carter stated, “We believe we are merging two very special organizations that will have the capital and earnings power to continue to grow and successfully provide our clients with a unique community banking experience. We have each invested heavily in our franchises and fee businesses that will benefit from this increased scale.” Pablo Sanders added, “We are excited to be in a position to combine these two banking enterprises each with a heritage of century-old community ties. We will bring the strength of a larger organization while maintaining locally informed decision making.”

Keefe, Bruyette & Woods, Inc. provided certain financial advisory assistance to the parties in connection with the transaction. Nelson Mullins Riley Scarborough, LLP served as legal counsel for Sunflower and Davis Polk & Wardell LLP served as legal counsel for SGB.

About Sunflower

Sunflower Financial, Inc. is a bank holding company with $1.8 billion in total assets, $1.4 billion in deposits and $197 million of equity capital as of June 30, 2016. Headquartered in Salina, KS, Sunflower is the parent company of Sunflower Bank and Logia Portfolio Management. Sunflower Bank has been serving commercial and consumer clients in Kansas, Colorado and Missouri communities since 1892.
www.sunflowerbank.com
www.logiapm.com

About SGB

Strategic Growth Bancorp, Incorporated is a bank holding company with $2.2 billion in total assets, $1.7 billion in deposits and $283 million of equity capital as of June 30, 2016. Headquartered in El Paso, TX, SGB is the parent company of First National Bank of Santa Fe, Capital Bank, SSB and Guardian Mortgage Company, Inc. First National Bank of Santa Fe is a nationally chartered banking organization headquartered in Santa Fe, NM and operates as First National Santa Fe and First National Rio Grande in New Mexico, and First National Denver in Colorado. Capital Bank, SSB is a state chartered bank headquartered in El Paso, TX. Guardian Mortgage Company, Inc. is headquartered in Dallas, TX.
www.capitalbankep.com
www.guardianmortgageonline.com
www.firstnationaldenver.com
www.firstnationalriogrande.com
www.firstnationalsantafe.com

Contacts

Sunflower Financial, Inc.
Christy Klein, 913-232-7223
ChristyK@SunflowerBank.com

Strategic Growth Bancorp, Incorporated
Jeanne Lipson, 915-747-3825
jlipson@SGBank.com

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