Origin Bancorp, Inc. Accelerates Texas Expansion by Signing Definitive Merger Agreement with BT Holdings, Inc.

QUITMAN, TX -- Origin Bancorp, Inc. (Nasdaq: OBNK) ('Origin' or the “Company”), the holding company for Origin Bank, Choudrant, Louisiana, and BT Holdings, Inc. ('BTH'), the holding company for BTH Bank, N.A., Quitman, Texas, today jointly announced the signing of an Agreement and Plan of Merger (the “Merger Agreement”) under which Origin will acquire BTH in an all-stock transaction valued at approximately $313.5 million based upon Origin’s closing stock price of $44.52 on February 23, 2022. Based on combined balances as of December 31, 2021, Origin is expected to have approximately $9.9 billion in assets, $6.6 billion in loans and $8.3 billion in deposits following the close of the transaction.

The Merger Agreement has been approved by the Boards of Directors of each of Origin and BTH. The closing of the transaction, which is expected to occur during the second half of 2022, is subject to customary conditions, including receipt of regulatory approvals and approval by the shareholders of each of Origin and BTH.

Under the terms of the Merger Agreement, BTH shareholders will receive an aggregate of 6,828,390 shares of Origin's common stock in exchange for all outstanding shares of BTH common stock, subject to certain adjustments described in the Merger Agreement. Based upon 10,429,681 BTH common shares currently outstanding, each BTH common share would be converted to 0.6547 shares of Origin common stock, equating to a value of $29.15 per BTH common share based on Origin’s closing stock price on February 23, 2022. Outstanding options to purchase BTH common stock will be converted to options to purchase Origin common stock.

“I am excited to bring our strong teams together and expand our Texas franchise,” said Drake Mills, Chairman, President and Chief Executive Officer of Origin Bancorp, Inc. “These two companies have been passionately committed to community banking for more than 100 years and are deeply rooted in the communities we serve. I firmly believe that our cultural alignment and shared values provide an ideal combination to drive growth and long-term value for our employees, customers, communities and shareholders.”

“Both of our organizations share a focus on relationship-based, community banking,” said Lori Sirman, President and Vice Chairman of BT Holdings, Inc. “We believe this alignment of interest will provide a pathway to further increase shareholder value and appreciation. BTH Bank’s fresh, unique approach to banking and our ‘putting people first’ philosophy will be enhanced by Origin’s wide array of products, services and innovative technology.”

Founded more than 107 years ago in Quitman, Texas, BTH Bank has a solid history of stability and service throughout its footprint. With branches throughout East Texas and the Dallas-Fort Worth metroplex, BTH’s locations will help Origin bridge the I-20 corridor between Louisiana and Dallas-Fort Worth, and expand its growth opportunities in Texas. The completed merger will give Origin a top 30 deposit market share in Texas and top 20 within the Dallas-Fort Worth metroplex.

Stephens Inc. served as financial advisor and Fenimore Kay Harrison LLP provided legal counsel to Origin. Piper Sandler & Co. served as financial advisor to BTH and Norton Rose Fulbright US LLP served as its legal advisor.

Conference Call

Management will host a conference call and webcast to discuss the acquisition of BTH at 10:00am CST on Thursday, February 24th, 2022. To participate in the live conference call, please dial (844) 695-5516; International: (412) 902-6750 and request to be joined into the Origin Bancorp, Inc. (OBNK) call. A simultaneous audio-only webcast may be accessed via Origin’s website at www.origin.bank under the Investor Relations, News & Events, Events & Presentations link or directly by visiting: https://services.choruscall.com/mediaframe/webcast.html?webcastid=auEryPd5