Guaranty Bank & Trust Acquires Preston State Bank

MOUNT PLEASANT, Texas--()--Guaranty Bancshares, Inc., the holding company of Guaranty Bank & Trust (Guaranty), and DCB Financial Corp., the holding company of Preston State Bank (DCB), jointly announced today the signing of a definitive agreement pursuant to which Guaranty will acquire DCB by means of a merger.

Preston State Bank currently operates out of two Dallas locations at 16980 Dallas Parkway in North Dallas and at 5944 Luther Lane in Preston Center with total assets of approximately $119 million, total deposits of $93 million, and total equity of $23 million as of December 31, 2014. Preston State Bank’s employees will join Guaranty’s team as Guaranty continues to expand their Texas banking franchise into the DFW market.

Ty Abston, Chairman of the Board and CEO of Guaranty, said, “Preston provides Guaranty with a strategic partner in our efforts to expand our bank footprint into the DFW market. Both Preston and Guaranty bring together unique strengths that benefit the customers of both institutions. With this step, Guaranty will be consolidating its corporate departments from several different markets into the DFW and Mt. Pleasant markets, with Mt. Pleasant remaining the operational hub for Guaranty. These moves will position Guaranty for continued growth into the future.”

Brian Mason, Chairman of the Board of DCB and Preston, said, "We are delighted to join resources with a first-class financial institution and management team such as Guaranty. Combining these two great franchises makes it possible for us to offer a wider array of products and services to Preston's existing customers and will allow the combined entities to form new relationships with customers we were previously too small to serve. We believe this transaction will be tremendously beneficial to our customers and shareholders."

Chuck Cowell, President and CEO of Preston, will serve as Chairman of the Dallas market for Guaranty. Cowell stated, “This new partnership with Guaranty Bank & Trust provides an outstanding opportunity for both the customers and shareholders of Preston State Bank. Guaranty has a long legacy of providing quality banking services and products to their customers with a community banking focus. Their 100-year history of strength, stability, and growth will provide our customers and shareholders a proven track record of success. We welcome Guaranty’s entry into the DFW market and are honored to partner with them as we continue to provide superior banking services to our customers.”

The merger agreement has been approved by the Boards of Directors of Guaranty and Preston, and the merger is expected to close in the first quarter of 2015. Completion of the transaction is subject to the customary closing conditions, including the receipt of required regulatory approvals. Promptly following the holding company merger, Guaranty expects to merge the subsidiary bank under the charter of Guaranty Bank & Trust with combined assets of both institutions of approximately $1.5 billion, operating 23 locations in 16 Texas markets and a network of 42 ATMs. This transaction, in conjunction with the recently announced acquisition of Texas Leadership Bank, will provide Guaranty with three bank locations in the DFW market.

About DCB Financial Corp.

DCB Financial Corp. is the holding company for Preston State Bank, which conducts business from two full-service bank locations both on the Dallas North Tollway in Dallas. Preston was chartered in 2003.

About Guaranty Bancshares, Inc.

Guaranty Bancshares, Inc. is the holding company for Guaranty Bank & Trust, with over $1.4 billion in assets. Guaranty is one of the oldest and most respected regional community banks in Texas, with a full array of commercial and consumer banking, as well as mortgage, trust, and wealth management products and services that are tailored to meet the needs of small and medium-sized business, professionals, and individuals. Guaranty currently has 20 bank locations across 14 Texas markets. Additional information about Guaranty Bank & Trust and its full line of products and services can be found at www.gnty.com.

Guaranty was advised in this transaction by Sandler + O’Neill Partners, L.P. as financial advisor and Fenimore, Kay, Harrison & Ford, LLP as legal counsel. Preston was advised by Norton Rose Fulbright as legal counsel and Sheshunoff & Co. Investment Banking rendered a fairness opinion for DCB and Preston.

Contacts

Guaranty Bancshares, Inc.
Cappy Payne, 903-572-9881
Senior Executive Vice President & CFO
cpayne@gnty.com

Release Summary

GB&T Acquires Preston State Bank; MOUNT PLEASANT, Texas, January 8, 2015 -- Guaranty Bancshares, Inc., the holding company of Guaranty Bank & Trust (Guaranty), and DCB Financial Corp.

Contacts

Guaranty Bancshares, Inc.
Cappy Payne, 903-572-9881
Senior Executive Vice President & CFO
cpayne@gnty.com