Edap Tms SEC Filings

Investar Holding Corporation (NASDAQ: ISTR) has entered into two material transactions that reshape its capital structure and growth trajectory.

1. Acquisition of Wichita Falls Bancshares (WFB)
• On 1 July 2025, Investar signed a definitive Agreement and Plan of Merger to acquire WFB, parent of First National Bank, Wichita Falls, TX.
• Consideration: $7.2 million cash plus 3,955,344 ISTR shares; based on 30 June 2025 close of $19.32, total value is ≈ $83.6 million.
• Post-close, WFB will merge into Investar; the bank subsidiary will merge into Investar Bank, N.A.
• Deal approved unanimously by both boards; expected closing: Q4 2025, subject to customary shareholder and regulatory approvals.
• Key protections: no-shop clause with matching right, outer termination date of 31 Mar 2026 (extendable to 30 Jun 2026 for regulatory delay), and a $3.3 million breakup fee payable by WFB under specified circumstances.

2. Capital Raise – Series A Preferred Stock Private Placement
• Concurrently, Investar executed a Securities Purchase Agreement to sell 32,500 shares of newly created 6.5% Series A Non-Cumulative Perpetual Convertible Preferred Stock at $1,000 per share.
• Gross proceeds: $32.5 million; estimated net proceeds: ≈ $30.4 million.
• Purpose: finance the WFB acquisition, support organic growth, and maintain capital ratios. The preferred is intended to qualify as additional Tier 1 capital.
• The preferred is perpetual, ranks senior to common, carries a 6.5% quarterly dividend (non-cumulative), is optionally redeemable after 1 July 2030, and convertible at the holder’s option into ISTR common at 47.619 shares per preferred share (≈ $21.00 implied conversion price), subject to a 1.6 million share cap.
• Mandatory conversion right for Investar after 1 July 2028 if the common stock trades above $26.25 for 20 of 30 consecutive trading days.
• Registration rights require Investar to file a resale shelf within 60 days of closing; shares are sold under Rule 506(b).

Strategic Rationale and Impact
• The acquisition adds a Texas franchise, deepening Investar’s Gulf South footprint and diversifying its loan/deposit base.
• Stock consideration represents roughly 36% of Investar’s current shares outstanding (≈10.9 m), implying meaningful dilution but preserving regulatory capital.
• The preferred raise back-stops the cash portion and transaction costs while boosting CET1 through AT1 treatment.
• Closing risk includes regulatory approvals, integration execution, and potential dilution from both the acquisition shares and future preferred conversions.