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Southside Bancshares, Inc. (NASDAQ:SBSI) Files An 8-K Entry into a Material Definitive Agreement

Southside Bancshares, Inc. (NASDAQ:SBSI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On December 6, 2016, Southside Bancshares, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Keefe, Bruyette Woods, Inc. (the Underwriter) to
issue and sell 1,900,000 shares of the Companys common stock,
$1.25 par value per share (Common Stock), at a public offering
price of $36.50 per share in an underwritten public offering (the
Offering). As part of the Offering, the Company granted the
Underwriter a 30-day option to purchase up to an additional
285,000 shares of Common Stock at the public offering price less
the underwriting discount (the Over-Allotment Option). The
Underwriter elected to exercise the Over-Allotment Option in full
on December 7, 2016. The Offering was completed on December 9,
2016 to the terms of the Underwriting Agreement. The underwriting
discounts and commissions were $1.6425 per share sold in the
Offering. The net proceeds of the Offering, after underwriting
discounts and estimated expenses, and with the Underwriters
exercise of the Over-Allotment Option, were approximately $75.9

The Underwriting Agreement contains customary representations,
warranties and agreements of the Company, customary conditions to
closing, obligations of the parties and termination provisions.
The foregoing description is qualified in its entirety by
reference to the Underwriting Agreement, a copy of which is
attached hereto as Exhibit 1.1 and incorporated herein by

to the Underwriting Agreement, directors and certain executive
officers of the Company entered into agreements in substantially
the form included as an exhibit to the Underwriting Agreement
providing for a 90-day lock-up period with respect to sales of
specified securities, subject to certain exceptions.

The offer and sale of shares of Common Stock sold in the Offering
were registered under the Securities Act of 1933, as amended, to
an effective shelf registration statement on Form S-3
(Registration No.333-213580) dated September 12, 2016. The offer
and sale of the shares of Common Stock in the Offering are
described in the Companys prospectus constituting a part of the
Registration Statement, as supplemented by a final prospectus
supplement dated December 6, 2016.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
1.1 Underwriting Agreement, dated December 6, 2016, by and
between the Company and Keefe, Bruyette Woods, Inc.
5.1 Opinion of Alston Bird LLP regarding the legality of the
Common Stock.
23.1 Consent of Alston Bird LLP (included in Exhibit 5.1 filed

About Southside Bancshares, Inc. (NASDAQ:SBSI)
Southside Bancshares, Inc. (Southside) is a bank holding company for Southside Bank (the Bank). The Company is a community-focused financial institution that offers a range of financial services to individuals, businesses, municipal entities, and nonprofit organizations in the communities. The Company operates through approximately 60 banking centers, over 20 of which are located in grocery stores, and 25 motor bank facilities. Its services include consumer and commercial loans, deposit accounts, trust services, safe deposit services and brokerage services. The Company’s consumer loan services include one- to four-family residential mortgage loans, home equity loans, home improvement loans, automobile loans and other installment loans. The Company’s Commercial real estate loans primarily include loans collateralized by commercial office buildings, retail, medical facilities and offices, warehouse facilities, hotels and churches. Southside Bancshares, Inc. (NASDAQ:SBSI) Recent Trading Information
Southside Bancshares, Inc. (NASDAQ:SBSI) closed its last trading session down -0.94 at 37.46 with 179,739 shares trading hands.

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