Keith Cargill helped found Texas Capital Bank. Natalie Goff

Banking

Texas Capital Bank CEO Steps Down As $5.5 Billion Merger Falls Apart

The combination with Independent Bank would have formed the largest Texas-based financial institution.

Keith Cargill, who helped found Texas Capital Bank and served as its CEO since 2013, is leaving his post, as the commercial bank announces the termination of a planned $5.5 billion merger with Independent Bank Group Inc.

This past December, the two companies agreed to combine in an all-stock merger of equals, forming what would have been the largest bank based in Texas, with roughly $48 billion in assets and $39 billion in deposits. Dallas-based Texas Capital and McKinney-based Independent Bank were going to be known as Texas Capital, and the parent company was going to be Independent Bank Group.

Both firms’ boards of directors approved the termination after analyzing the impact of COVID-19 on global markets and the potential benefits of the merger. Because the decision was mutual, neither party will pay the $115 million termination fee that was included in the terms of the merger.

Parent company Texas Capital Bancshares Inc. announced both the merger termination and Cargill’s departure on Tuesday. Board Chairman Larry L. Helm will oversee operations until a successor is named. “Due to the unprecedented impact of the COVID-19 pandemic, both companies’ boards of directors believe it is in the best interests of our employees, clients and all of our shareholders to focus on managing our business during this time,” Helm said in a statement.

Elysia Ragusa, chair of Texas Capital Bancshares’ governance and nominating committee, weighed in as well:  “As part of our focus on succession planning, the board believes that it is the right time for a transition in leadership, as the company executes a strategy to achieve enhanced operational focus and profitable, long-term value creation,” she said. “We are fortunate to have someone of Larry’s caliber and experience ready to assume the role of executive chair, CEO and president at this important juncture for the company.”

Helm says Texas Capital is well positioned to remain independent because of its long-term investments, healthy balance sheet, and ability to recruit talent. “Further, we maintain the scalability and commitment to operational excellence that will enable us to drive increased efficiencies and profitability and support sustainable, long-term value creation,” he said.

Cargill will stay on as vice chair through the end of 2020 to assist with the transition to new leadership. “After much deliberation, the board and I have decided that now is the right time for me to step down as president and CEO of Texas Capital Bancshares and Texas Capital Bank,” he said in a statement. “It has been one of the greatest honors of my life to be one of the founders of this great company and serve as CEO alongside our exceptional management team and our talented colleagues. Our team has transformed Texas Capital Bank into one the most successful banks in the country that caters to entrepreneurs, business owners, private wealth clients and other loyal individuals.”

Helm has served as board chairman of Texas Capital Bancshares since 2012 and has been on the board since 2006. He has worked in commercial banking for 30 years, previously holding leadership positions at Bank One Corp., including CEO of the Dallas region and CEO of U.S. middle market banking.

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