National Bank Holdings Corporation announces merger agreement with Vista Bancshares, Inc.

Core Viewpoint - National Bank Holdings Corporation (NBHC) has signed a definitive merger agreement to acquire Vista Bancshares, Inc., expanding its footprint in the Dallas-Fort Worth metroplex and enhancing its service offerings [1][3][7]. Company Overview - Vista Bank, founded in 1912, is a full-service commercial bank with $2.4 billion in assets, $2.1 billion in deposits, and $1.9 billion in loans as of June 30, 2025 [2][10]. - The merger will result in a combined company with approximately $12.4 billion in pro forma assets and $10.4 billion in pro forma deposits [2][7]. Strategic Rationale - The acquisition is aimed at leveraging Vista's strong community ties and exceptional client service to enhance NBHC's banking services [3][7]. - NBHC plans to retain the Vista Bank brand in Texas and gradually incorporate it across the combined enterprise [2][3]. Financial Terms - Vista shareholders will receive approximately $84.8 million in cash and about 7.4 million shares of NBHC common stock, valuing the transaction at $369.1 million based on NBHC's closing price of $38.47 on September 12, 2025 [3][4]. - The transaction is expected to be 17% accretive to NBHC's earnings, with tangible book value earn-back projected in approximately three years [7]. Approval and Timeline - The merger has been unanimously approved by the boards of directors of both companies and is subject to Vista's shareholder approval and regulatory approvals [4][7]. - The expected closing date for the transaction is in Q1 2026 [4][7].