SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 22: SUBSEQUENT EVENTS

Effective October 1, 2022, or the Effective Time, the Company completed its previously announced merger of equals with Allegiance, a Texas corporation, pursuant to an Agreement and Plan of Merger, or the Merger Agreement, dated as of November 5, 2021, by and between the Company and Allegiance. At the Effective Time, Allegiance merged with and into the Company, with the Company as the surviving corporation. At the Effective Time, the Company changed its name from CBTX, Inc. to Stellar Bancorp, Inc. and changed its ticker symbol to “STEL”.

Immediately after the Merger, the Company’s wholly owned bank subsidiary, CommunityBank of Texas, N.A., merged with and into Allegiance’s wholly owned bank subsidiary, Allegiance Bank, a Texas state banking association, or Allegiance Bank, with Allegiance Bank as the surviving entity.

Pursuant to the Merger Agreement, each share of Allegiance common stock, $1.00 par value per share, or Allegiance common stock, outstanding as of immediately prior to the Effective Time, other than certain shares of Allegiance common stock held by Allegiance or the Company, was converted into the right to receive 1.4184 shares, or the Exchange Ratio, of common stock of the Company, $0.01 par value per share, or the Company common stock, with cash to be paid in lieu of fractional shares, or the Merger Consideration. As a result of the Merger, Allegiance shareholders hold shares which represent approximately 53.9% of outstanding Company common stock. Each outstanding share of Company common stock remained outstanding and was unaffected by the Merger

In connection with the closing of the Merger, the Company also amended and restated its certificate of formation, which among other things, increased the number of authorized shares of Company common stock from 90,000,000 to 140,000,000 shares.

At the Effective Time, each outstanding equity award of the Company under the Company’s equity compensation plans fully vested, other than the restricted stock awards granted to the Company’s non-employee directors on February 1, 2022. The vesting of the non-employee director restricted stock awards was prorated based on the number of days that elapsed from January 1, 2022 through September 30, 2022 and the remaining unvested shares of restricted stock were forfeited at the Effective Time.

The Merger will be accounted for as a reverse acquisition in accordance with the provisions of Accounting Standards Codification Topic 805-10, Business Combinations, or ASC 805. Management is undertaking a comprehensive review and determination of the fair value of the assets and liabilities of the Company to ensure that they conform to the measurement and reporting guidance as set forth for the accounting for business combinations. Determining the fair value of assets and liabilities, especially in the loan portfolio, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair values. Accordingly, the initial accounting for the Merger is not complete. Management is also undertaking a comprehensive review of the classification of certain assets and liabilities to ensure that they conform to the Company’s current policies and reporting practices. As a result of these efforts, the value and classification of certain assets and liabilities may vary in subsequent reporting periods.

Additional disclosures required by ASC 805 have been omitted from this report because the information required for the disclosures, including the purchase price accounting fair value adjustments, are not available due to the close proximity of the closing of the transaction with the date the accompanying condensed consolidated financial statements were issued.

Future filings will include the financial statements of Stellar for all periods presented, with recognition of the Company’s activity from the date the Merger was completed. The Company’s financial statements for all periods through the date of the Merger will not be included in future filings.

The tables below present condensed financial information of Allegiance as of and for the period indicated, which is not included in the accompanying condensed financial statements of the Company.

Allegiance Bancshares, Inc. Condensed Balance Sheet (Unaudited)
(Dollars in thousands)	September 30, 2022
Assets:
Cash and cash equivalents	$	118,567
Securities		1,618,995
Loans held for investment		4,591,912
Allowance for credit losses for loans		(52,147)
Loans, net		4,539,765
Premises and equipment		57,837
Goodwill		223,642
Other assets		171,536
Total assets	$	6,730,342
Liabilities:
Noninterest-bearing deposits	$	2,465,839
Interest-bearing deposits		3,194,880
Total deposits		5,660,719
Borrowed funds		257,000
Subordinated debt		109,241
Other liabilities		47,080
Total liabilities		6,074,040
Total shareholders’ equity		656,302
Total liabilities and shareholders’ equity	$	6,730,342

Allegiance Bancshares, Inc. Condensed Statements of Income (Unaudited)	Three Months Ended		Nine Months Ended
(Dollars in thousands)	September 30, 2022		September 30, 2022
Net interest income	$	60,690	$	173,344
Provision for credit losses		1,962		5,919
Net interest income after provision for credit losses		58,728		167,425
Noninterest income		2,995		9,717
Noninterest expense		44,031		116,452
Net income before income tax expense		17,692		60,690
Income tax expense		3,406		11,310
Net income	$	14,286	$	49,380
Earnings per common share
Basic	$	0.72	$	2.44
Diluted	$	0.71	$	2.42