Filed Pursuant to Rule 424(b)(3)

File No. 333-264279

 

JOINT PROXY STATEMENT/PROSPECTUS

 

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

To the Shareholders of Origin Bancorp, Inc. and BT Holdings, Inc.:

On February 23, 2022, Origin Bancorp, Inc., or “Origin,” and BT Holdings, Inc., or “BTH,” entered into an Agreement and Plan of Merger, which we refer to as the “merger agreement,” pursuant to which BTH will merge with and into Origin, with Origin surviving the merger. After completion of the merger, BTH’s wholly-owned banking subsidiary, BTH Bank, National Association, or “BTH Bank,” will merge with and into Origin’s wholly-owned banking subsidiary, Origin Bank, a Louisiana state-chartered bank, with Origin Bank as the surviving bank.

Pursuant to the merger agreement, Origin will issue an aggregate of 6,828,390 shares of Origin common stock in exchange for all of the shares of BTH common stock issued and outstanding immediately prior to the effective time of the merger. In addition, each option to purchase shares of BTH common stock outstanding immediately prior to the effective time of the merger shall become fully vested and substituted with an option to purchase Origin common stock. The merger consideration is subject to downward adjustment if BTH’s adjusted tangible equity (as defined in the merger agreement) is less than the minimum amount required by the merger agreement at closing.

Although the aggregate number of shares of Origin common stock that BTH shareholders will receive is fixed (subject to downward adjustment as described above), the market value of the merger consideration will fluctuate with the market price of Origin common stock and will not be known at the time BTH or Origin shareholders vote on the merger. Origin common stock is currently quoted on the Nasdaq Global Select Market under the symbol “OBNK.” Based on the last reported sale price of Origin common stock of $44.52 per share on February 23, 2022, the last full trading day before the public announcement of the merger agreement, the aggregate consideration to be issued to BTH’s shareholders (including holders of BTH options) is valued at approximately $313.5 million, or $29.15 per share of BTH common stock outstanding and options exercisable on such date. Based on the closing sale price of Origin common stock of  $38.42 per share on May 3, 2022, the latest practicable trading date prior to the printing of this joint proxy statement/prospectus, the aggregate consideration to be issued to BTH’s shareholders is valued at approximately $268.1 million, or $25.15 per share of BTH common stock outstanding or issuable upon options exercise on such date. We urge you to obtain current market quotations for the price of Origin common stock.

 

Origin will hold a special meeting of its shareholders (which we refer to as the “Origin special meeting”) on Wednesday, June 29, 2022, at 1:00 p.m. local time, at Squire Creek Country Club, 289 Squire Creek Parkway, Choudrant, Louisiana 71227, where Origin shareholders will be asked to vote on a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration (which we refer to as the “Origin merger proposal”). BTH will hold a special meeting of its shareholders (which we refer to as the “BTH special meeting”) on Wednesday, June 29, 2022, at 9:00 a.m. local time, at the Quitman Public Library, 202 East Goode Street, Quitman, Texas 75783, where BTH shareholders will be asked to vote on a proposal to approve the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “BTH merger proposal”). The merger cannot be completed unless, among other things, holders of at least two-thirds (2/3) of the outstanding shares of BTH common stock vote to approve the BTH merger proposal and the Origin merger proposal receives more votes in favor of or “FOR” the Origin merger proposal than against, assuming a quorum is present at the Origin special meeting. Origin and BTH are sending you this joint proxy statement/prospectus to ask you to vote in favor of these and other matters described in this joint proxy statement/prospectus.

 
 

Each of Origin and BTH expects that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” with the result that the BTH common stock exchanged for Origin common stock will generally be tax-free.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ORIGIN COMMON STOCK OR BTH COMMON STOCK YOU OWN. To ensure your representation at the Origin special meeting or BTH special meeting, as applicable, please follow the voting instructions in the enclosed joint proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend your shareholder meeting. Submitting a proxy now will NOT prevent you from being able to vote in person at your shareholder meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The Origin board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration, are in the best interests of Origin and its shareholders and declared that the merger agreement is advisable and (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby. The Origin board of directors unanimously recommends that Origin shareholders vote “FOR” the Origin merger proposal and “FOR” the other matters to be considered at the Origin special meeting.

The BTH board of directors has (1) determined that the merger agreement and the transactions contemplated thereby, including the merger, are in the best interests of BTH and its shareholders and declared that the merger agreement is advisable and (2) approved the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby. The BTH board of directors recommends that BTH shareholders vote “FOR” the BTH merger proposal and “FOR” the other matters to be considered at the BTH special meeting.

This joint proxy statement/prospectus provides you with detailed information about the merger agreement and the merger. It also contains or references information about Origin and BTH and certain related matters. You are encouraged to read this joint proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 28 for a discussion of the risks you should consider in evaluating the proposed merger and how it will affect you. You can also obtain information about Origin from documents that have been filed with the Securities and Exchange Commission that are incorporated in this joint proxy statement/prospectus by reference.

 

We look forward to a successful completion of the merger and thank you for your prompt attention to this important matter.

Sincerely,

                 
/s/ Drake Mills                     /s/ Lori H. Sirman                
Drake Mills
Chairman, President and Chief Executive Officer
Origin Bancorp, Inc.
Lori H. Sirman
President and Chief Executive Officer
BT Holdings, Inc.

 

 
 

 

Neither the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Louisiana Office of Financial Institutions, the Office of the Comptroller of the Currency, nor any state securities commission or any other bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this joint proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either Origin or BTH, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this joint proxy statement/prospectus is May 3, 2022, and it is first being mailed or otherwise delivered to Origin shareholders and BTH shareholders on or about May 6, 2022.

 
 

BT HOLDINGS, INC.
412 East Goode Street
Quitman, Texas 75783

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON Wednesday, June 29, 2022

To the shareholders of BT Holdings, Inc.:

NOTICE IS HEREBY GIVEN that BT Holdings, Inc. (which we refer to as “BTH”) will hold a special meeting of shareholders (which we refer to as the “BTH special meeting”) on Wednesday, June 29, 2022 at the Quitman Public Library, 202 East Goode Street, Quitman, Texas 75783, at 9:00 a.m., local time, to consider and vote upon the following matters:

·To consider and vote upon a proposal to approve the Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated February 23, 2022, by and between Origin Bancorp, Inc. (“Origin”) and BTH, pursuant to which BTH will merge with and into Origin (which we refer to as the “merger”), with Origin surviving the merger, and approve the merger, each as more fully described in the accompanying joint proxy statement/prospectus (which we refer to as the “BTH merger proposal”); and
·To consider and vote upon a proposal to adjourn the BTH special meeting, if necessary or appropriate, to solicit additional proxies in favor of the BTH merger proposal (which we refer to as the “BTH adjournment proposal”).

The affirmative vote of at least two-thirds (2/3) of the outstanding shares of BTH common stock entitled to vote thereon is required to approve the BTH merger proposal.

Assuming a quorum is present, approval of the BTH adjournment proposal (if necessary or appropriate) requires that the number of votes cast in favor of or “FOR” the BTH adjournment proposal exceed the number of votes cast “AGAINST” the BTH adjournment proposal. BTH will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

BTH shareholders must approve the BTH merger proposal in order for the merger to occur. If BTH’s shareholders fail to approve the BTH merger proposal, the merger will not occur. The joint proxy statement/prospectus accompanying this notice describes the merger agreement and the transactions contemplated thereby. Please review the joint proxy statement/prospectus carefully.

BTH shareholders are entitled to dissenters’ rights under the provisions of the Texas Business Organizations Code (which we refer to as the “TBOC”) in connection with the proposed merger. If the merger is completed, shareholders perfecting their dissenters’ rights are entitled, if they have complied with the provisions of the TBOC regarding rights of dissenting shareholders, to be paid the “fair value” of their shares in cash, as provided in the relevant sections of the TBOC. A copy of the applicable statutory provisions of the TBOC is included with the accompanying joint proxy statement/prospectus as Annex D, and a summary of the provisions can be found under the section of the joint proxy statement/prospectus entitled “The Merger—Dissenters’ Rights.” It is a condition to Origin’s obligation to consummate the merger that holders of no more than 5.0% of the outstanding shares of BTH common stock exercise dissenters’ rights.

 
 

The BTH board of directors has fixed the close of business on May 2, 2022 as the record date for the BTH special meeting. Only BTH shareholders of record as of the record date are entitled to notice of the special meeting, or any adjournment or postponement of the BTH special meeting. All holders of BTH common stock who held shares on the record date are entitled to vote on the proposals at the BTH special meeting. Any shareholder entitled to attend and vote at the BTH special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF BTH COMMON STOCK YOU OWN. Whether or not you plan to attend the BTH special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience or by email by following the instructions in the enclosed joint proxy statement/prospectus and on your proxy card. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The BTH board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that BTH shareholders vote “FOR” the BTH merger proposal and “FOR” the BTH adjournment proposal (if necessary or appropriate).

  BY ORDER OF THE BOARD OF DIRECTORS,
   
          
  /s/ Lori H. Sirman               
  Lori H. Sirman
  President and Vice Chairman
  BT Holdings, Inc.
 
 

Origin Bancorp, Inc.
500 South Service Road East
Ruston, Louisiana 71270

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JUNE 29, 2022

To the shareholders of Origin Bancorp, Inc.:

NOTICE IS HEREBY GIVEN that Origin Bancorp, Inc. (which we refer to as “Origin”) will hold a special meeting of its shareholders (which we refer to as the “Origin special meeting”) on Wednesday, June 29, 2022, at Squire Creek Country Club, 289 Squire Creek Parkway, Choudrant, Louisiana 71227, at 1:00 p.m., local time, to consider and vote upon the following matters:

·To consider and vote upon a proposal to approve the Agreement and Plan of Merger (which we refer to as the “merger agreement”), dated as of February 23, 2022, by and between Origin and BT Holdings, Inc. (which we refer to as “BTH”) and the transactions contemplated by the merger agreement, including the merger of BTH with and into Origin (which we refer to as the “merger”) and the issuance of shares of Origin’s common stock as consideration for the merger, each as more fully described in the accompanying joint proxy statement/prospectus (which we refer to as the “Origin merger proposal”); and
·To consider and vote upon a proposal to adjourn the Origin special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Origin merger proposal (which we refer to as the “Origin adjournment proposal”).

Approval of the Origin merger proposal requires that the number of votes in favor or “FOR” the Origin merger proposal exceed the number of votes “AGAINST” the Origin merger proposal. Approval of the Origin adjournment proposal (if necessary or appropriate) requires that the number of votes cast in favor of or “FOR” the Origin adjournment proposal exceed the number of votes cast “AGAINST” the Origin adjournment proposal. Origin will transact no other business at the special meeting, except for business properly brought before the special meeting or any adjournment or postponement thereof.

Origin shareholders must approve the Origin merger proposal in order for the merger to occur. If the Origin shareholders fail to approve the Origin merger proposal, the merger will not occur. The joint proxy statement/prospectus accompanying this notice explains the merger agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Origin special meeting. Please review the joint proxy statement/prospectus carefully.

The Origin board of directors has fixed the close of business on April 25, 2022 as the record date for the special meeting. Only Origin shareholders of record as of the record date are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the special meeting. Any shareholder entitled to attend and vote at the Origin special meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf.

 
 

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ORIGIN COMMON STOCK YOU OWN. Whether or not you plan to attend the Origin special meeting, please complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the internet by following the instructions in the enclosed joint proxy statement/prospectus and on your proxy card. If you hold your shares in “street name” through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The Origin board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration, and unanimously recommends that Origin shareholders vote “FOR” the Origin merger proposal and “FOR” the Origin adjournment proposal (if necessary or appropriate).

  BY ORDER OF THE BOARD OF DIRECTORS,
   
          
  /s/ Drake Mills                   
  Drake Mills
  Chairman, President and Chief Executive Officer
  Origin Bancorp, Inc.
 
 

ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about Origin from documents filed with the Securities and Exchange Commission, or SEC, that are not included in or delivered with this joint proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by Origin at no cost from the SEC’s website at http://www.sec.report. Origin has filed a registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. As permitted by SEC rules, this joint proxy statement/prospectus does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement. You may obtain a free copy of the registration statement, including any amendments, schedules and exhibits at http://www.sec.report or the address set forth below. Statements contained in this joint proxy statement/prospectus as to the contents of any contract or other documents referred to in this joint proxy statement/prospectus are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement. You may also request copies of these documents, including documents incorporated by reference in this joint proxy statement/prospectus, at no cost by contacting Origin at the contact information set forth below:

Origin Bancorp, Inc.
500 South Service Road East
Ruston, Louisiana 71270
Attn: Corporate Secretary
Telephone: (318) 255-2222

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than five business days before the date of your respective company’s shareholder meeting, or June 22, 2022.

If you are an Origin shareholder and have any questions about the merger agreement, the merger, the Origin special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of Origin common stock, please contact Chris Reigelman, Investor Relations, at Origin by phone at (318) 497-3177 or by email to chris@originbank.com.

If you are a BTH shareholder and have any questions about the merger agreement, the merger, the BTH special meeting or the joint proxy statement/prospectus, would like additional copies of the joint proxy statement/prospectus, need a proxy card or need help voting your shares of BTH common stock, please contact BTH Investor Relations by phone at (903) 561-6617 or by email to InvestorRelations@bthbank.com.

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated May 3, 2022, and you should assume that the information in this joint proxy statement/prospectus is accurate only as of such date. You should assume that the information incorporated by reference into this joint proxy statement/prospectus from another document is accurate as of the date of such other document or the date referenced in such other document with respect to particular information contained therein. Neither the mailing of this document to the shareholders of Origin or BTH nor the issuance by Origin of shares of Origin common stock in connection with the merger will create any implication to the contrary.

This document does not constitute an offer to sell, or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Except where the context otherwise indicates, information contained in this document regarding BTH has been provided by BTH and information contained in this document regarding Origin has been provided by Origin. See “Where You Can Find More Information” beginning on page 156 for more details.

 
 

TABLE OF CONTENTS

 

  Page
QUESTIONS AND ANSWERS 1
SUMMARY 12
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 24
RISK FACTORS 28
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS 37
BTH SPECIAL MEETING OF SHAREHOLDERS 41
ORIGIN SPECIAL MEETING OF SHAREHOLDERS 45
THE MERGER 49
Terms of the Merger 49
Background of the Merger 49
BTH’s Reasons for the Merger; Recommendation of the BTH Board of Directors 54
Certain Unaudited Prospective Financial Information Considered by BTH’s Financial Advisor 56
Opinion of BTH’s Financial Advisor 59
Origin’s Reasons for the Merger; Recommendation of the Origin Board of Directors 69
Certain Unaudited Prospective Financial Information Considered by Origin’s Financial Advisor 71
Opinion of Origin’s Financial Advisor 74
Board Composition and Management of Origin after the Merger 83
Interests of BTH’s Directors and Executive Officers in the Merger 83
Trading Markets and Dividends 84
Restrictions on Resale of Origin Common Stock 85
Dissenters’ Rights 85
Regulatory Approvals Required for the Merger 88
THE MERGER AGREEMENT 90
Structure of the Merger 90
Merger Consideration 90
Anti-Dilutive Adjustments 92
Fractional Shares 92
Treatment of Options to Purchase Shares of BTH Common Stock 92
Closing and Effective Time 93
Exchange of Certificates for Merger Consideration 93
Organizational Documents of the Surviving Company 93
Rights as Shareholders; Stock Transfers 93
Withholding 94
Dividends and Distributions 94
Representations and Warranties 94
Definition of “Material Adverse Effect” 97
Covenants and Agreements 98
Conditions to Complete the Merger 106
Termination of the Merger Agreement 107
Effect of Termination 109
Termination Fee 109
Expenses and Fees 110
Amendment, Waiver and Extension of the Merger Agreement 110
ANCILLARY AGREEMENTS TO THE MERGER AGREEMENT 111
BTH Voting Agreements 111
Origin Voting Agreements 112
Director Support Agreements 112
Claims Letters 113
 
 
THE COMPANIES 114
Origin Bancorp, Inc. 114
BT Holdings, Inc. 114
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BT HOLDINGS, INC. 117
General 117
Results of Operations 118
Provision for Loan Losses 121
Non-Interest Income 121
Non-Interest Expense 121
Financial Condition 123
Loan Portfolio 123
Credit Quality Indicators 124
Nonperforming Assets 125
Allowance for Loan Losses 126
Securities 127
Deposits 128
Other Borrowed Funds 129
Liquidity and Capital Resources 129
Off-Balance Sheet Items 130
Capital Resources 130
Quantitative and Qualitative Disclosures About Market Risk 132
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 132
SECURITY OWNERSHIP OF CERTAIN BTH BENEFICIAL OWNERS AND MANAGEMENT 133
DESCRIPTION OF CAPITAL STOCK OF ORIGIN 135
COMPARISON OF SHAREHOLDERS’ RIGHTS 139
ACCOUNTING TREATMENT 151
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER 151
Tax Consequences of the Merger Generally 153
Tax Consequences to Origin and BTH 154
Tax Consequences to U.S. Holders that Exchange BTH Common Stock for Origin Common Stock 154
Cash Instead of Fractional Shares 154
Shareholders Exercising Dissenters’ Rights 154
Potential Dividend Treatment 155
Backup Withholding 155
Certain Reporting Requirements 155
LEGAL MATTERS 156
EXPERTS 156
WHERE YOU CAN FIND MORE INFORMATION 156

 

ANNEXES  
   
Annex A - Agreement and Plan of Merger Annex A-1
   
Annex B - Opinion of Piper Sandler & Co. Annex B-1
   
Annex C - Opinion of Stephens Inc. Annex C-1
   
Annex D - Subchapter H. of the Texas Business Organizations Code Annex D-1
 
 

QUESTIONS AND ANSWERS

The following are answers to certain questions you may have regarding the merger, the Origin special meeting, and the BTH special meeting. We urge you to carefully read the remainder of this joint proxy statement/prospectus, including the annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all the information that might be important to you in determining how to vote.

Unless the context otherwise requires, references in this joint proxy statement/prospectus to “Origin” refer to Origin Bancorp, Inc., a Louisiana corporation, and its subsidiaries, including Origin Bank, a Louisiana state-chartered bank and the wholly-owned subsidiary of Origin Bancorp, Inc. Additionally, unless the context otherwise requires, references to “BTH” refer to BT Holdings, Inc., a Texas corporation, and its subsidiaries, including BTH Bank, National Association, a national banking association and the wholly-owned subsidiary of BT Holdings, Inc.

Q:What is the merger?
A:Origin and BTH entered into an Agreement and Plan of Merger on February 23, 2022 (which we refer to as the “merger agreement”), pursuant to which BTH will merge with and into Origin, with Origin continuing as the surviving entity (which we refer to as the “merger”) and BTH’s wholly-owned banking subsidiary, BTH Bank, National Association, (which we refer to as “BTH Bank”), a national banking association, continuing as a wholly-owned subsidiary of Origin. Following the merger, BTH Bank will merge with and into Origin’s wholly-owned banking subsidiary, Origin Bank, a Louisiana state-chartered bank, with Origin Bank as the surviving bank (which we refer to as the “bank merger”), pursuant to the terms of the Agreement and Plan of Bank Merger entered into by Origin Bank and BTH Bank on February 23, 2022 (which we refer to as the “bank merger agreement”).
BTH will hold a special meeting of its shareholders (which we refer to as the “BTH special meeting”) and Origin will hold a special meeting of its shareholders (which we refer to as the “Origin special meeting”) to obtain, among other things, the required shareholder approvals in connection with the merger, and you are being provided with this joint proxy statement/prospectus in connection with those shareholder meetings. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. We urge you to carefully read this joint proxy statement/prospectus and the merger agreement in their entirety.
Q:Why am I receiving this joint proxy statement/prospectus?
A:We are delivering this document to you because it is a joint proxy statement being used by the BTH and Origin boards of directors to solicit proxies from their respective shareholders in connection with approval and adoption of the merger agreement and related matters. In order to complete the merger, among other things:
·BTH shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger; and
·Origin shareholders must approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration.
1
 
In order to approve and adopt the merger agreement and related matters, BTH and Origin have each called a meeting of their respective shareholders. This document serves as a joint proxy statement for both the BTH special meeting and the Origin special meeting and describes the proposals to be presented at the meetings.
This document is also a prospectus of Origin that is being delivered to BTH shareholders because Origin is offering shares of its common stock to BTH shareholders in connection with the merger.
This joint proxy statement/prospectus contains important information about the merger and the other proposals being voted on at the meetings. You should read it carefully and in its entirety. The enclosed materials allow you to have your shares voted by proxy without attending your meeting. Your vote is important. We encourage you to submit your proxy as soon as possible.
Q:What will BTH shareholders receive in the merger?
A:In exchange for all outstanding shares of BTH common stock, Origin will issue an aggregate of 6,828,390 shares of its common stock to the shareholders of BTH, subject to potential adjustments described below (the “merger consideration”). If the merger is completed, each share of BTH common stock issued and outstanding immediately prior to the effective time of the merger will convert into the right to receive such shares’ pro rata share of the merger consideration (the “per share stock consideration”).
The merger consideration is subject to downward adjustment based on BTH’s adjusted tangible equity at closing. If BTH’s adjusted tangible equity, as defined in the merger agreement, is less than $198,000,000 (the “BTH equity minimum”), the merger consideration and implied value issued to holders of BTH options shall be adjusted downwards dollar-for-dollar by the amount of the deficiency using the average closing price of Origin common stock during the twenty (20) consecutive trading days immediately prior to the fifth (5th) business day before closing (the “average closing price”).
The per share stock consideration is also subject to upward adjustment if each of the following occurs:
·the average closing price both (a) is less than $34.83 and (b) underperforms the Invesco KBW Nasdaq Regional Banking Index (symbol: KRX) during the comparable time period by more than 20%;
·upon such a trading price decline, BTH provides notice of its intention to terminate the merger agreement; and
·after receiving such notice from BTH, Origin elects to adjust the merger consideration to such minimum consideration amount to necessary to avoid the satisfaction of the trading price decline above.
Origin will not issue any fractional shares of Origin common stock in the merger. Instead, a BTH shareholder who otherwise would have received a fraction of a share of Origin common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the fraction of a share (rounded to the nearest one hundredth of a share) of Origin common stock to which such shareholder would otherwise be entitled to receive by (2) the average closing price.
See “Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?” below for important information about the consideration to be received by BTH shareholders in the merger.
2
 
Q:What happens to outstanding options to purchase shares of BTH common stock in the merger?
A:At the effective time of the merger, each option to purchase shares of BTH common stock, whether vested or unvested, will accelerate and vest and be converted into an option to purchase a number of shares of Origin common stock equal to the per share stock consideration, with an exercise price equal to the exercise price immediately prior to closing divided by the per share stock consideration. Shares of BTH common stock issued upon exercise of options to purchase BTH common stock after the date of the merger agreement but prior to closing will be exchanged for the per share stock consideration, but the issuance of additional shares of BTH common stock will not increase the number of shares of Origin common stock to be issued in the merger.
Q:Will the value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?
A:Yes. Although the aggregate number of shares of Origin common stock that BTH shareholders will receive is fixed (subject to adjustment as described above), the market value of the per share stock consideration and the aggregate merger consideration will fluctuate with the market price of Origin common stock and will not be known at the time BTH shareholders vote on the merger. Origin common stock is currently quoted on the Nasdaq Global Select Market under the symbol “OBNK.”
In addition, Origin and BTH anticipate that BTH will redeem certain shares of BTH common stock held by the B.T. Holdings, Inc. Employee Stock Ownership Plan with 401k Provisions, which we refer to as the “KSOP,” prior to the closing of the merger. Assuming no other adjustments to the number of shares of Origin common stock to be issued in the merger this redemption, if it occurs, would result in an increase in the per share stock consideration. BTH is not obligated to redeem these shares, and any redemption may result in, or increase the magnitude of, a downward adjustment in the event that BTH’s adjusted tangible equity is less than the BTH equity minimum.
Q:What will happen to shares of Origin common stock in the merger?
A:Nothing. Each share of Origin common stock outstanding will remain outstanding as a share of Origin common stock following the effective time of the merger.
Q:When and where are the BTH special meeting and the Origin special meeting?
A:BTH Special Meeting: The BTH special meeting will be held on Wednesday, June 29, 2022, at 9:00 a.m., local time, at the Quitman Public Library, 202 East Goode Street, Quitman, Texas 75783.
Origin Special Meeting: The Origin special meeting will be held on Wednesday, June 29, 2022, at Squire Creek Country Club, 289 Squire Creek Parkway, Choudrant, Louisiana 71227, at 1:00 p.m., local time.
Q:Who is entitled to vote at each shareholder meeting?
A:BTH Special Meeting: All holders of BTH common stock who held shares at the close of business on May 2, 2022 (which we refer to as the “BTH record date”) are entitled to receive notice of and to vote on the BTH merger proposal and any other proposals at the BTH, provided that such shares of BTH common stock remain outstanding on the date of the BTH special meeting.
Origin Special Meeting: All holders of Origin common stock who held shares at the close of business on April 25, 2022 (which we refer to as the “Origin record date”) are entitled to receive notice of and to vote at the Origin special meeting, provided that such shares of Origin common stock remain outstanding on the date of the Origin special meeting.
3
 
Q:What are BTH shareholders being asked to vote on and why is this approval necessary?
A:BTH shareholders are being asked to vote on the following proposals at the BTH special meeting:
·the approval of the merger agreement and the transactions contemplated thereby, including the merger (which we refer to as the “BTH merger proposal”); and

 

·the approval of the adjournment of the BTH special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the BTH merger proposal (which we refer to as the “BTH adjournment proposal”).
Shareholder approval of the BTH merger proposal is required for completion of the merger. BTH will transact no other business at the BTH special meeting, except for business properly brought before the BTH special meeting or any adjournment or postponement thereof.
Each director and certain executive officers of BTH and BTH Bank (who collectively constitute approximately 4.45% of the outstanding BTH shares based on the shares outstanding as of the BTH record date) have entered into voting agreements with Origin agreeing to, among other things, vote their shares of BTH common stock in favor of the merger agreement and the transactions contemplated thereby and against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of BTH in the merger agreement.
Q:What are Origin shareholders being asked to vote on and why is this approval necessary?
A:Origin shareholders are being asked to vote on the following proposals at the Origin special meeting:
·the approval of the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration (which we refer to as the “Origin merger proposal”); and
·the approval of the adjournment of the Origin special meeting, if necessary or appropriate, to permit further solicitation of proxies in favor of the Origin merger proposal (which we refer to as the “Origin adjournment proposal”).
Shareholder approval of the Origin merger proposal is required for completion of the merger. Origin will transact no other business at the Origin special meeting, except for business properly brought before the Origin special meeting or any adjournment or postponement thereof.
Each director of Origin and Origin Bank (which collectively constitute approximately 5.69% of the outstanding shares of Origin common stock based on the shares outstanding as of the Origin record date) have entered into voting agreements with BTH agreeing to, among other things, vote their shares of Origin common stock in favor of the merger agreement and the transactions contemplated thereby, including the issuance of shares of Origin common stock as merger consideration in the merger.
Q:What constitutes a quorum at each shareholder meeting?
A:The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of BTH or Origin common stock entitled to vote on a proposal is necessary in order to constitute a quorum for purposes of the matters being voted on at the BTH special meeting and Origin special meeting, respectively. Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists.
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Q:What vote is required to approve each proposal at the BTH special meeting?
A:BTH merger proposal: Approval of the BTH merger proposal requires the affirmative vote of at least two-thirds (2/3) of the outstanding shares of BTH common stock entitled to vote thereon. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the BTH merger proposal, it will have the same effect as a vote “AGAINST” the BTH merger proposal. BTH shareholders must approve the BTH merger proposal in order for the merger to occur.
BTH adjournment proposal: Approval of the BTH adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the BTH adjournment proposal exceed the number of votes cast “AGAINST” the BTH adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the BTH adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. BTH’s shareholders are not required to approve the BTH adjournment proposal in order for the merger to occur. If BTH’s shareholders fail to approve the BTH adjournment proposal, but approve the BTH merger proposal, the merger may nonetheless occur.
Q:What vote is required to approve each proposal at the Origin special meeting?
A:Origin merger proposal: Approval of the Origin merger proposal requires that the number of votes “FOR” the Origin merger proposal exceed the number of votes “AGAINST” the Origin merger proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Origin merger proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Origin shareholders must approve the Origin merger proposal in order for the merger to occur.
Origin adjournment proposal: Assuming a quorum is present, approval of the Origin adjournment proposal, if presented, requires that the number of votes cast “FOR” the Origin adjournment proposal exceed the number of votes cast “AGAINST” the Origin adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Origin adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal. Origin’s shareholders are not required to approve the Origin adjournment proposal in order for the merger to occur. If Origin’s shareholders fail to approve the Origin adjournment proposal, but approve the Origin merger proposal, the merger may nonetheless occur.
Q:What are the conditions to completion of the merger?
A:The obligations of BTH and Origin to complete the merger are subject to the satisfaction or waiver of certain closing conditions contained in the merger agreement, including the receipt of required regulatory approvals, tax opinions, approval of the BTH merger proposal by BTH’s shareholders and the Origin merger proposal by Origin’s shareholders. For more information, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 106.
Q:When will the merger be completed?
A:We will complete the merger on a date to be determined by Origin in consultation with BTH within 35 days after all of the conditions to completion contained in the merger agreement are satisfied or waived, including the receipt of required regulatory and shareholder approvals. While we currently expect the merger to be completed in the third quarter of 2022, because fulfillment of some of the conditions to completion of the merger is not entirely within our control, we cannot assure you of the actual timing.
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Q:How does the BTH board of directors and the Origin board of directors recommend that I vote?
A:The BTH board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that BTH shareholders vote “FOR” the BTH merger proposal and “FOR” the BTH adjournment proposal, if presented.
The Origin board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration, and recommends that Origin shareholders vote “FOR” the Origin merger proposal and “FOR” the Origin adjournment proposal, if presented.
Q:What do I need to do now?
A:After you have carefully read this joint proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly using the instructions below.
Q:How do I vote?
A:If you are a holder of record of BTH common stock as of May 2, 2022, the BTH record date, you may submit your proxy before the BTH special meeting in either of the following ways:
·by completing, signing, dating and returning the enclosed proxy card to BTH using the enclosed postage-paid envelope; or
·by email, by completing, signing, dating and returning the enclosed proxy card to BTH at InvestorRelations@bthbank.com.
If you are a shareholder of record of Origin as of April 25, 2022, the Origin record date, you may submit your proxy before the Origin special meeting in any of the following ways:
·by mail, by completing, signing, dating and returning the enclosed proxy card to Origin using the enclosed postage-paid envelope;
·by telephone, by calling toll-free (866) 883-3382 and following the recorded instructions; or
·via the internet, by accessing the website www.proxypush.com/obnk and following the instructions on the website.
If you intend to submit your proxy by mail, your completed proxy card must be received prior to your respective company’s shareholder meeting. Origin shareholders who intend to submit a proxy by telephone or via the internet must do so by 11:59 p.m. Central time on the day before the Origin special meeting.
If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. If your shares are held in “street name,” you must obtain a legal proxy, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to vote your shares in person at the relevant company’s shareholder meeting.
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You may also cast your vote in person at your respective company’s shareholder meeting. If you plan to attend your respective company’s shareholder meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, you must bring a form of personal photo identification with you in order to be admitted to the meeting. Each of BTH and Origin reserves the right to refuse admittance to anyone without proper proof of stock ownership or without proper photo identification. Whether or not you intend to be present at your shareholder meeting, you are urged to complete, sign, date and return the enclosed proxy card to BTH or Origin, as applicable, in the enclosed postage-paid envelope or, if you are an Origin shareholder, to submit a proxy by telephone or via the internet as described on the enclosed instructions as soon as possible. For information about changing your vote or revoking a proxy, see “Can I change my vote?” below.
Q:What is the difference between a shareholder of record and a “street name” holder?
A:If your shares of BTH or Origin stock are registered directly in your name, you are considered the shareholder of record with respect to those shares of stock. If your shares of stock are held in a stock brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” If your shares are held in street name, this joint proxy statement/prospectus and the proxy card, as applicable, have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.
Q:If my shares are held in “street name” by my bank or broker, will my bank or broker automatically vote my shares for me?
A:No. Your bank or broker cannot vote your shares on any of the proposals at the BTH or Origin shareholder meeting without instructions from you. You should instruct your bank or broker how to vote your shares in accordance with the instructions provided to you. Please check the voting form used by your bank or broker. Please note that you may not vote shares held in street name by returning a proxy card directly to BTH (with respect to BTH shareholders) or Origin (with respect to Origin shareholders) by voting in person at the BTH special meeting or the Origin special meeting, as applicable, unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.
Q:How are broker non-votes and abstentions treated?
A:Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routine matters. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. The BTH merger proposal, BTH adjournment proposal, Origin merger proposal and the Origin adjournment proposal are all non-routine matters, and a broker or nominee does not have discretionary voting power with respect to the proposals. As a result, we do not expect any broker non-votes at either the Origin special meeting or the BTH special meeting.
Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Abstentions and broker non-votes will have the effect of a vote “AGAINST” the BTH merger proposal because Texas law requires the BTH merger proposal to be approved by the affirmative vote of at least two-thirds of the outstanding shares entitled to vote. However, abstentions and broker non-votes will not have the effect of a vote “AGAINST” the BTH adjournment proposal, the Origin merger proposal, and the Origin adjournment proposal.
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Q:What will happen if I return my proxy card without indicating how to vote?
A:If you sign and return your proxy card without indicating how to vote on any particular proposal, the shares of BTH common stock represented by your proxy will be voted as recommended by the BTH board of directors with respect to such proposals or the shares of Origin common stock represented by your proxy will be voted as recommended by the Origin board of directors with respect to such proposals, as the case may be.
Q:How many votes do I have?
A:Holders of BTH common stock and holders of Origin common stock are entitled to one vote on each proposal they are entitled to vote on at the respective company’s shareholder meeting for each share of BTH common stock or Origin common stock owned as of the record date for the respective company’s shareholder meeting, as applicable.
Q:Can I change my vote?
A:BTH shareholders: Yes. If you are the record holder of your BTH shares, you may revoke your proxy in any one of three ways: (1) you may submit another properly completed proxy card bearing a later date by mail or email which is received prior to the BTH special meeting; (2) you may send a written notice which is received prior to the BTH special meeting that you are revoking your proxy to: BT Holdings, Inc., 6657 Old Jacksonville Highway, Tyler, Texas 75703, Attention: Corporate Secretary; or (3) you may attend the BTH special meeting and notify the election officials prior to the meeting starting that you wish to revoke your proxy and vote in person. However, your attendance at the BTH special meeting will not, by itself, revoke your proxy.
Origin shareholders: Yes. If you are the record holder of your Origin shares, you may revoke your proxy in any one of four ways: (1) you may submit another properly completed proxy card bearing a later date which is received prior to the special meeting; (2) you may send a written notice which is received prior to the special meeting that you are revoking your proxy to: Origin Bancorp, Inc., 500 South Service Road East, Ruston, Louisiana 71270, Attention: Corporate Secretary; (3) you may cast a new vote by telephone or via the internet at any time before 11:59 p.m. Central time on the day before the Origin special meeting; or (4) you may attend the special meeting and notify the election officials at any time prior to polls closing that you wish to revoke your proxy and vote in person. However, your attendance at the special meeting will not, by itself, revoke your proxy.
If your shares are held in street name by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.
Q:Will BTH be required to submit the BTH merger proposal to its shareholders even if BTH’s board of directors has withdrawn, modified or qualified its recommendation?
A:Yes. Unless the merger agreement is terminated before the BTH special meeting, BTH is required to submit the merger proposal to its shareholders even if BTH’s board of directors has withdrawn, modified or qualified its recommendation.
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Q:Do BTH directors and executive officers have interests in the merger that are different from, or in addition to, the interests of BTH shareholders?
A:Yes. In considering the recommendation of the BTH board of directors with respect to the merger agreement, you should be aware that BTH’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of BTH’s shareholders generally. Interests of officers and directors that may be different from or in addition to the interests of BTH’s shareholders include, but are not limited to, accelerated vesting and payouts under benefit awards, entry into employment agreement amendments that would provide for continued employment by Origin Bank, appointment to the Origin and Origin Bank board of directors, and continued indemnification and directors’ and officers’ insurance coverage under the merger agreement. For a more complete description of these interests, see “The Merger—Interests of BTH’s Directors and Executive Officers in the Merger” beginning on page 83.
Q:Are BTH shareholders entitled to dissenters’ rights?
A:Yes. Under Texas law, record holders of shares of BTH common stock have the right to demand in writing to receive a payment in cash for the “fair value” of their shares as determined by an appraisal process. To exercise those dissenters’ rights, a BTH shareholder must follow exactly the procedures specified under Texas law. A copy of Chapter 10, Subchapter H of the TBOC is attached as Annex D to this joint proxy statement/prospectus. The value determined in the appraisal process may be more or less than the value a BTH shareholder would receive in the merger under the terms of the merger agreement. Failure to strictly comply with the applicable provisions of Texas law will result in the loss of the right of appraisal. For further information, see “The Merger—Dissenters’ Rights” on page 85.
Pursuant to the merger agreement, Origin will not be obligated to consummate the merger if dissenters’ rights are properly asserted with respect to 5.0% or more of the outstanding shares of BTH common stock.
Q:Are Origin shareholders entitled to dissenters’ rights?
A:No.
Q:What are the U.S. federal income tax consequences of the merger to BTH shareholders?
A:The merger is expected to qualify as a reorganization within the meaning of Section 368(a) of the Code. Assuming the merger so qualifies, BTH shareholders, except BTH shareholders who exercise their dissenters’ rights, are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of their shares of BTH common stock for shares of Origin common stock pursuant to the merger, other than cash received in lieu of a fractional share of Origin common stock.
The obligations of Origin and BTH to complete the merger are subject to, among other customary closing conditions described in this joint proxy statement/prospectus, the receipt of an opinion from Fenimore Kay Harrison LLP (with respect to Origin) and Norton Rose Fulbright US LLP (with respect to BTH), dated as of the closing date of the merger, to the effect that the merger will qualify as a reorganization within the meaning of Section 368(a) of the Code.
See the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 151 for a general discussion of the material U.S. federal income tax consequences of the merger. The U.S. federal income tax consequences described above may not apply to all BTH shareholders. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this joint proxy statement/prospectus. Tax matters can be complicated, and the tax consequences of the merger to you will depend on your particular tax situation. You should therefore consult your own tax advisor to determine the tax consequences of the merger to you.
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Q:What happens if the merger is not completed?
A:If the merger is not completed, holders of BTH common stock will not receive any consideration for their shares in connection with the merger. Instead, BTH will remain an independent company. In addition, if the merger agreement is terminated in certain circumstances, BTH may be required to pay a termination fee. See the section of this joint proxy statement/prospectus entitled “The Merger Agreement —Termination Fee” beginning on page 109 for a discussion of the circumstances under which termination fees will be required to be paid.
Q:What happens if I sell my shares after the applicable record date but before the relevant company’s shareholder meeting?
A:Each of the BTH record date and the Origin record date is earlier than the date of the BTH special meeting or the Origin special meeting, as applicable, and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of BTH common stock or Origin common stock, as applicable, after the applicable record date but before the date of the applicable shareholder meeting, you will retain your right to vote at such shareholder meeting (provided that such shares remain outstanding on the date of such shareholder meeting), but, with respect to BTH common stock, you will not have the right to receive the merger consideration to be received by BTH’s shareholders in connection with the merger. In order to receive the merger consideration, you must hold your shares of BTH common stock through completion of the merger.
Q:If I am a BTH shareholder, should I send in my BTH common stock certificates now?
A:No. Please do not send in your BTH common stock certificates with your proxy. Prior to the closing date, Origin’s exchange agent, EQ Shareowner Services, will send you instructions for exchanging your shares of BTH common stock for your portion of the merger consideration. See “The Merger Agreement—Exchange of Certificates for Merger Consideration” beginning on page 93.
Q:Who may I contact if I cannot locate my BTH common stock certificate(s)?
A:If you are unable to locate your original BTH common stock certificate(s), you should contact BT Holdings, Inc., 6657 Old Jacksonville Highway, Tyler, Texas 75703, Attention: Corporate Secretary, by phone at (903) 561-6617 or by email InvestorRelations@bthbank.com. Generally, merger consideration for lost certificates cannot be delivered except upon the making of an affidavit claiming such certificate to be lost, stolen or destroyed and the posting of a bond in such amount as Origin or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost certificate.
Q:What should I do if I receive more than one set of voting materials?
A:Shareholders may receive more than one set of voting materials, including multiple copies of this joint proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold shares of stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold such shares. If you are a holder of record of stock and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive or otherwise follow the voting instructions set forth in this joint proxy statement/prospectus to ensure that you vote every share of stock that you own.
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Q:Whom should I contact with questions?
A:BTH shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of BTH common stock, please contact BTH Investor Relations by phone at (903) 561-6617 or by email to InvestorRelations@bthbank.com.
Origin shareholders: If you have any questions concerning the merger or this joint proxy statement/prospectus, would like additional copies of this joint proxy statement/prospectus or need help voting your shares of Origin common stock, please contact Chris Reigelman, Investor Relations, at Origin by phone at (318) 497-3177 or by email to chris@originbank.com.
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SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which this document refers before you decide how to vote with respect to the merger agreement. In addition, this document incorporates by reference important business and financial information about Origin. For a description of this information, please see “Where You Can Find More Information” beginning on page 156. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Additional Information” in the forepart of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Companies (page 114)

Origin Bancorp, Inc.

Origin Bancorp, Inc. is a financial holding company headquartered in Ruston, Louisiana, and the parent company of Origin Bank, a Louisiana state-chartered bank and community-based financial institution. Origin operates a full-service commercial, consumer, and mortgage borrowing business through 44 locations throughout Texas, Louisiana and Mississippi. As of December 31, 2021, on a consolidated basis, Origin had total assets of $7.9 billion, total net loans of $5.2 billion, total deposits of $6.6 billion and shareholders’ equity of $730.2 million.

Origin’s common stock is listed on the Nasdaq Global Select Market under the symbol “OBNK.”

Origin’s principal office is located at 500 South Service Road East, Ruston, Louisiana 71270, and its telephone number at that location is (318) 255-2222.

BT Holdings, Inc.

BT Holdings, Inc. is a bank holding company headquartered in Quitman, Texas, and the parent company of BTH Bank, a national banking association that offers a full range of banking products and services from 12 full-service branch locations located in East Texas and the Dallas-Fort Worth metroplex. As of December 31, 2021, BTH had $2.0 billion in total assets, total net loans of $1.2 billion, total deposits of $1.7 billion and stockholders’ equity of $216 million.

BTH’s principal office is located at 412 East Goode Street, Quitman, Texas 75783, and its main telephone number is 903-561-6617.

The Merger (page 49)

Origin and BTH have entered into the merger agreement, pursuant to which BTH will merge with and into Origin, with Origin continuing as the surviving corporation. After completion of the merger, BTH Bank, BTH’s wholly-owned banking subsidiary, will merge with and into Origin Bank, Origin’s wholly-owned banking subsidiary, with Origin Bank as the surviving bank.

The terms and conditions by which BTH will merge with and into Origin are contained in the merger agreement, a copy of which is attached to this document as Annex A. All descriptions in this summary and elsewhere in this joint proxy statement/prospectus of the terms and conditions of the merger are qualified by reference to the merger agreement. We encourage you to read that agreement carefully, as it is the legal document that governs the merger.

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Merger Consideration (page 90)

If the merger agreement is approved by the respective shareholders of BTH and Origin, all other conditions to consummation of the merger are satisfied or waived and the merger is completed, in exchange for all outstanding shares of BTH common stock, Origin will issue an aggregate of 6,828,390 shares of its common stock to the shareholders of BTH. If the merger is completed, each share of BTH common stock issued and outstanding immediately prior to the effective time of the merger will convert into the right to receive such shares’ pro rata share of the merger consideration. The merger consideration is subject to downward adjustment based on BTH’s adjusted tangible equity at closing, as described below. Following the completion of the merger, assuming no adjustment to the merger consideration, former BTH shareholders will own approximately 22.32% of the combined company based on the number of shares of Origin common stock outstanding as of April 25, 2022.

Although the aggregate number of shares of Origin common stock that BTH shareholders will receive is fixed (subject to adjustment as described below), the market value of the per share stock consideration and the aggregate merger consideration will fluctuate with the market price of Origin common stock and will not be known at the time BTH shareholders vote on the merger. Origin common stock is currently quoted on the Nasdaq Global Select Market under the symbol “OBNK.” Based on the last reported sale price of Origin common stock of $44.52 per share on February 23, 2022, the last full trading day before the public announcement of the merger agreement, the aggregate consideration to be issued to BTH’s shareholders is valued at approximately $313.5 million, or $29.15 per share of BTH common stock outstanding or issuable upon options exercise on such date. Based on the closing sale price of Origin common stock of  $38.42 per share on May 3, 2022, the latest practicable trading date prior to the printing of this joint proxy statement/prospectus, the aggregate consideration to be issued to BTH’s shareholders is valued at approximately $268.1 million, or $25.15 per share of BTH common stock outstanding or issuable upon options exercise on such date.

In addition, Origin and BTH anticipate that BTH will redeem certain shares of BTH common stock held by the KSOP prior to the closing of the merger. Assuming no other adjustments to the number of shares of Origin common stock to be issued in the merger this redemption, if it occurs, would result in an increase in the per share stock consideration. BTH is not obligated to redeem these shares, and any redemption may result in, or increase the magnitude of, a downward adjustment in the event that BTH’s adjusted tangible equity is less than the BTH equity minimum.

Origin will not issue any fractional shares of Origin common stock in the merger. Instead, a BTH shareholder who otherwise would have received a fraction of a share of Origin common stock will receive an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (1) the fraction of a share (rounded to the nearest one hundredth of a share) of Origin common stock to which such shareholder would otherwise be entitled to receive by (2) the average closing price.

Adjustments to Merger Consideration (page 90)

The merger consideration is subject to downward adjustment based on BTH’s adjusted tangible equity at closing. If BTH’s adjusted tangible equity, as defined in the merger agreement, is less than $198,000,000, the merger consideration and implied value issued to holders of BTH options shall be adjusted downwards dollar-for-dollar by the amount of the deficiency using the average closing price of Origin common stock during the twenty (20) consecutive trading days immediately prior to the fifth (5th) business day before closing.

The per share stock consideration is also subject to upward adjustment if each of the following occurs:

·the average closing price both (a) is less than $34.83 and (b) underperforms the Invesco KBW Nasdaq Regional Banking Index (symbol: KRX) during the comparable time period by more than 20%;
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·upon such a trading price decline, BTH provides notice of its intention to terminate the merger agreement; and
·after receiving such notice from BTH, Origin elects to adjust the merger consideration to such minimum consideration amount to necessary to avoid the satisfaction of the trading price decline above.

Treatment of Options to Purchase Shares of BTH Common Stock (page 92)

At the effective time of the merger, each option to purchase shares of BTH common stock, whether vested or unvested, will accelerate and vest and be converted into an option to purchase a number of shares of Origin common stock equal to the per share stock consideration, with an exercise price equal to the exercise price immediately prior to closing divided by the per share stock consideration. Shares of BTH common stock issued upon exercise of options to purchase BTH common stock after the date of the merger agreement but prior to closing will be exchanged for the per share stock consideration, but the issuance of additional shares of BTH common stock will not increase the number of shares of Origin common stock to be issued in the merger.

Exchange of Certificates for Merger Consideration (page 93)

No later than five days prior to the closing date, the exchange agent will mail or otherwise deliver to each BTH shareholder customary and appropriate transmittal materials as well as instructions for the exchange of shares of BTH common stock for each BTH shareholder’s pro rata share of the merger consideration. After the effective time of the merger, the exchange agent shall deliver to each former BTH shareholder (other than holders of shares as to which dissenters’ rights of appraisal have been perfected), upon proper completion of a letter of transmittal and the surrender of such BTH shareholder’s certificates representing all shares of BTH common stock owned at the effective time, the merger consideration that each such BTH shareholder is entitled to receive pursuant to the merger agreement, including the per share stock consideration and any cash in lieu of a fractional share.

Recommendation of the BTH Board of Directors (page 41)

The BTH board of directors has approved the merger agreement and the transactions contemplated thereby, including the merger, and recommends that BTH’s shareholders vote “FOR” the BTH merger proposal and “FOR” the BTH adjournment proposal, if presented. For the factors considered by the BTH board of directors in reaching its decision to approve the merger agreement, see “The Merger—BTH’s Reasons for the Merger; Recommendation of the BTH Board of Directors” on page 54.

Opinion of BTH’s Financial Advisor (page 59 and Annex B )

On February 21, 2022, Piper Sandler & Co. (which we refer to as “Piper Sandler”) rendered to the BTH board of directors its oral opinion, which was subsequently confirmed in writing, to the effect that, as of the date thereof, the per share merger consideration to be received in connection with the merger by BTH’s common shareholders pursuant to the terms of the merger agreement was fair to such holders from a financial point of view. Piper Sandler’s opinion was directed to the BTH board of directors and did not address any other aspect or implication of the merger. The references to Piper Sandler’s opinion in this joint proxy statement/prospectus are qualified in their entirety by reference to the full text of Piper Sandler’s written opinion, which is included as Annex B to this joint proxy statement/prospectus, and Piper Sandler’s opinion sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Piper Sandler in preparing its opinion.

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Neither Piper Sandler’s opinion, nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation to the BTH board of directors or any shareholder of BTH as to how to act or vote with respect to any matter relating to the merger agreement or otherwise. Piper Sandler’s opinion was furnished for the use and benefit of the BTH board of directors (in its capacity as such) in connection with its evaluation of the merger and should not be construed as creating, and Piper Sandler will not be deemed to have, any fiduciary duty to the BTH board of directors, BTH, any security holder or creditor of BTH or any other person, regardless of any prior or ongoing advice or relationships.

Recommendation of the Origin Board of Directors (page 45)

The Origin board of directors has unanimously approved the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration, and unanimously recommends that Origin shareholders vote ” FOR” the Origin merger proposal and “FOR” the Origin adjournment proposal, if presented. For the factors considered by the Origin board of directors in reaching its decision to approve the merger agreement, see “The Merger—Origin’s Reasons for the Merger; Recommendation of the Origin Board of Directors” on page 69.

Opinion of Origin’s Financial Advisor (page 74 and Annex C)

On February 23, 2022, Stephens Inc. (which we refer to as “Stephens”) rendered to Origin its written opinion letter with respect to the fairness, from a financial point of view, of the merger consideration to be issued in connection with the merger by Origin to BTH’s shareholders pursuant to the terms of the merger agreement, as of the date of the opinion. Stephens’ opinion was directed to the Origin board of directors and did not address any other aspect or implication of the merger. The references to Stephens’ opinion in this joint proxy statement/prospectus are qualified in their entirety by reference to the full text of Stephens’ written opinion, which is included as Annex C to this joint proxy statement/prospectus, and Stephens’ opinion sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Stephens in preparing its opinion.

Neither Stephens’ opinion, nor the summary of its opinion and the related analyses set forth in this joint proxy statement/prospectus is intended to be, and they do not constitute, advice or a recommendation to the Origin board of directors or any shareholder of Origin as to how to act or vote with respect to any matter relating to the merger agreement or otherwise. Stephens’ opinion was furnished for the use and benefit of the Origin board of directors (in its capacity as such) in connection with its evaluation of the merger and should not be construed as creating, and Stephens will not be deemed to have, any fiduciary duty to the Origin board of directors, Origin, any security holder or creditor of Origin or any other person, regardless of any prior or ongoing advice or relationships.

BTH Special Meeting of Shareholders (page 41)

BTH will hold its special meeting of shareholders on Wednesday, June 29, 2022, at 9:00 a.m., local time, at the Quitman Public Library, 202 East Goode Street, Quitman, Texas 75783. At the special meeting, BTH shareholders will be asked to vote on the BTH merger proposal and the BTH adjournment proposal, if presented.

The BTH board of directors has fixed the close of business on May 2, 2022 as the record date for determining the holders of BTH common stock entitled to receive notice of, and to vote at, the BTH special meeting. As of the BTH record date, there were 10,430,081 shares of BTH common stock outstanding and entitled to vote at the BTH special meeting held by approximately 900 holders of record.

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Shareholder approval of the BTH merger proposal is required to complete the merger. BTH will transact no business other than as listed above at the BTH special meeting, except for business properly brought before the BTH special meeting or any adjournment or postponement thereof. Each share of BTH common stock entitles the holder thereof to one vote at the BTH special meeting on each proposal presented.

The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of BTH common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the BTH special meeting.

Approval of the BTH merger proposal requires the affirmative vote of at least two-thirds (2/3) of the outstanding shares of BTH common stock entitled to vote thereon. Assuming a quorum is present, approval of the BTH adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the BTH adjournment proposal exceed the number of votes cast “AGAINST” the BTH adjournment proposal.

BTH shareholders must approve the BTH merger proposal in order for the merger to occur. BTH shareholders are not, however, required to approve the BTH adjournment proposal in order for the merger to occur. If BTH shareholders fail to approve the BTH adjournment proposal, but approve the BTH merger proposal, the merger may nonetheless occur.

Each director and certain executive officers of BTH and BTH Bank (which collectively constitute approximately 4.45% of the outstanding BTH shares as of the BTH record date) have entered into voting agreements with Origin agreeing to, among other things, vote their shares of BTH common stock in favor of the merger agreement and the transactions contemplated thereby and against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of BTH in the merger agreement.

Even if you expect to attend the special meeting of shareholders, BTH recommends that you promptly complete and return your proxy card in the enclosed return envelope as soon as possible. Alternatively, you may email your proxy card to InvestorRelations@bthbank.com.

Origin Special Meeting of Shareholders (page 45)

Origin will hold a special meeting of its shareholders on Wednesday, June 29, 2022, at 1:00 p.m., local time, at Squire Creek Country Club, 289 Squire Creek Parkway, Choudrant, Louisiana 71227. At the special meeting, Origin shareholders will be asked to vote on the Origin merger proposal and the Origin adjournment proposal, if presented.

The Origin board of directors has fixed the close of business on April 25, 2022 as the record date for determining the holders of Origin common stock entitled to receive notice of, and to vote at, the Origin special meeting. As of the Origin record date, there were 23,768,748 shares of Origin common stock outstanding and entitled to vote at the Origin special meeting held by approximately 661 holders of record.

Shareholder approval of the Origin merger proposal is required to complete the merger. Origin will transact no business other than as listed above at the Origin special meeting, except for business properly brought before the Origin special meeting or any adjournment or postponement thereof. Each share of Origin common stock entitles the holder thereof to one vote at the Origin special meeting on each proposal presented.

The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of Origin common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the Origin special meeting.

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Approval of the Origin merger proposal requires that the number of votes in favor or “FOR” the Origin merger proposal exceed the number of votes “AGAINST” the Origin merger proposal. Assuming a quorum is present, approval of the Origin adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the Origin adjournment proposal exceed the number of votes cast “AGAINST” the Origin adjournment proposal.

Origin shareholders must approve the Origin merger proposal in order for the merger to occur. Origin shareholders are not, however, required to approve the Origin adjournment proposal in order for the merger to occur. If the Origin shareholders fail to approve the Origin adjournment proposal, but approve the Origin merger proposal, the merger may nonetheless occur.

Each director of Origin and Origin Bank (which collectively constitute approximately 5.69% of the outstanding shares of Origin common stock as of the Origin record date) has entered into a voting agreement with BTH agreeing to, among other things, vote their shares of Origin common stock in favor of the merger agreement and the transactions contemplated thereby.

Even if you expect to attend the special meeting of shareholders, Origin recommends that you promptly complete and return your proxy card in the enclosed return envelope. Alternatively, you may vote through the internet or by telephone prior to 11:59 p.m. Central time on the day before the Origin special meeting. Information for voting by internet or by telephone are set forth in the enclosed proxy card instructions.

Interests of BTH’s Directors and Executive Officers in the Merger (page 83)

In considering the recommendation of the BTH board of directors with respect to the merger agreement, BTH shareholders should be aware that certain of BTH’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of BTH shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of BTH shareholders include:

·accelerated vesting and payouts under benefit plans;
·amendments to existing employment agreements with BTH Bank that will provide for continued employment by Origin Bank for certain executive officers;
·right to continued indemnification and insurance coverage under the merger agreement; and
·board representation on the board of directors of Origin and Origin Bank for two individuals designated by BTH (as discussed below).

The BTH board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement. For a more complete description of these interests, see “The Merger—Interests of BTH’s Directors and Executive Officers in the Merger” beginning on page 83.

Board Composition and Management of Origin after the Merger (page 83)

Effective upon the closing of the merger, Origin will increase the size of the Origin board of directors by two members and two individuals designated by BTH, and reasonably acceptable to Origin, will be appointed to the board of directors of each of Origin and Origin Bank. Origin and BTH currently anticipate that Lori Sirman, President and Chief Executive Officer of BTH, and Jay Dyer, Executive Vice President of BTH, will be the BTH directors appointed to the board of directors of each of Origin and Origin Bank. Otherwise, the current members of the board of directors of Origin and Origin Bank following the effective time shall be the members of the board of directors of Origin and Origin Bank immediately prior to the effective time.

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At the effective time, the executive officers of Origin will remain the same, and Ms. Sirman and Mr. Dyer will become employees of Origin Bank.

Regulatory Approvals Required for the Merger (page 88)

To complete the merger, the parties must receive the prior approval of the Board of Governors of the Federal Reserve (which we refer to as the “Federal Reserve”) and the Texas Department of Banking (which we refer to as the “TDB”). The bank merger will additionally require the approval of the Federal Reserve and the Louisiana Office of Financial Institutions (which we refer to as the “OFI”). The U.S. Department of Justice is also able to provide input into the approval process of federal banking agencies and will have between 15 and 30 days following any approval of a federal banking agency to challenge the approval on antitrust grounds. Although neither Origin nor BTH knows of any reason why the regulatory approvals cannot be obtained, Origin and BTH cannot be certain when or if they will be obtained, as the length of the review process may vary based on, among other things, comments from the public and requests by regulators for additional information or materials.

Conditions to Complete the Merger (page 106)

Currently, BTH and Origin expect to complete the merger in the third quarter of 2022. As more fully described in this joint proxy statement/prospectus and in the merger agreement, the completion of the merger depends on a number of conditions being satisfied or, where legally permissible, waived. BTH’s and Origin’s respective obligations to complete the merger are subject to the satisfaction or waiver of the following conditions, among others:

·the approval of the merger agreement and merger by the requisite vote of Origin shareholders and BTH shareholders;
·the receipt of required regulatory approvals, including the approval from the Federal Reserve and the approvals of the OFI and TDB, which are necessary to consummate the merger, and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition;
·the absence of any injunction, order or decree restraining, enjoining or otherwise prohibiting the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger illegal;
·the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;
·each party’s receipt of a tax opinion from its respective outside legal counsel, dated as of the closing date of the merger, which concludes that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
·receipt of certain consents, approvals, and amendments by BTH to terminate or fully satisfy obligations of BTH under certain BTH employee benefit plans as set forth in the merger agreement;
·the absence of 5.0% or more of the outstanding shares of BTH’s stock exercising their dissenters’ rights;
·the absence of any material adverse change in the financial condition, business or results of operations of BTH, BTH Bank, Origin or Origin Bank;
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·the continued accuracy of the representations and warranties made by the parties in the merger agreement; and
·the performance by each party of its respective obligations under the merger agreement.

Neither BTH nor Origin can provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party, or that the merger will be completed. For more information see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 106.

Agreement Not to Solicit Other Offers (page 103)

Under the merger agreement, BTH has agreed that it will not, and will cause its representatives not to, directly or indirectly, (1) initiate, solicit, induce or knowingly encourage, or take any action to facilitate the making of, any inquiry, offer or proposal which constitutes, or could reasonably be expected to lead to, an acquisition proposal, (2) participate in any discussions or negotiations regarding any acquisition proposal or furnish, or otherwise afford access, to any person (other than Origin) any information or data with respect to BTH or any of its subsidiaries or otherwise relating to an acquisition proposal, (3) release any person from, waive any provisions of, or fail to enforce any confidentiality agreement or standstill agreement to which BTH is a party, or (4) enter into any agreement, confidentiality agreement, agreement in principle or letter of intent with respect to any acquisition proposal or approve or resolve to approve any acquisition proposal or any agreement, agreement in principle or letter of intent relating to an acquisition proposal.

However, prior to obtaining BTH’s required shareholder approval, BTH may, under certain specified circumstances, participate in negotiations or discussions with any third party making an acquisition proposal and provide confidential information to such third party (subject to a confidentiality agreement). BTH must notify Origin promptly (but in no event later than 24 hours) after the receipt of such acquisition proposal.

Additionally, prior to obtaining BTH’s required shareholder approval, BTH may, under certain specified circumstances, withdraw its recommendation to its shareholders with respect to the merger and/or terminate the merger agreement in order to enter into an acquisition agreement with respect to a superior acquisition proposal if it determines in good faith, after consultation with and having considered the advice of outside legal counsel and financial advisors, that such acquisition proposal is a superior proposal and that failure to take such actions more likely than not would cause it to violate its fiduciary duties to BTH’s shareholders under applicable law. However, BTH cannot take any of those actions in response to a superior proposal unless it provides Origin with a five business day period to negotiate in good faith to enable Origin to adjust the terms and conditions of the merger agreement such that it would cause the superior proposal to no longer constitute a superior proposal.

Termination of the Merger Agreement (page 107)

The merger agreement can be terminated at any time prior to the effective time of the merger in the following circumstances, whether before or after approval of the BTH merger proposal by the BTH shareholders or approval of the Origin merger proposal by the Origin shareholders:

·upon the mutual written agreement of the parties if the board of directors of each so determines by a vote of a majority of the members of the entire board;
·by either party if any requisite regulatory approval is denied by a final, nonappealable action of any governmental authority, an application therefor shall have been permanently withdrawn at the request of a governmental authority, or if Origin makes a reasonable determination that there is a substantial likelihood that any regulatory approval will only be obtained upon the imposition of a burdensome condition;
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·by either party (1) if the requisite BTH vote shall not have been obtained at the BTH special meeting, or (2) if the requisite Origin vote shall not have been obtained at the Origin special meeting; provided, that no party may terminate the merger agreement if such party has breached in any material respect any of its obligations under the merger agreement that caused the failure to obtain the requisite BTH or Origin shareholder approval at the respective meeting;
·by either party (provided such party is not then in material breach of the merger agreement) if there has been a material breach of the merger agreement by the other party thereto and such breach either has not been cured within 30 days after notice from the non-breaching party or such breach cannot be cured;
·by either party if the merger has not been consummated by the close of business on September 30, 2022 (which shall be automatically extended to March 31, 2023 if the only outstanding condition to closing is receipt of only or more of the requisite regulatory approvals), unless a failure to comply with the terms of the agreement or breach of a representation or warranty by the party desiring to terminate the merger agreement has materially contributed to the failure to consummate the merger by either such date;
·by Origin if (1) BTH has breached its covenant not to solicit acquisition proposals, (2) the BTH board of directors withdraws, qualifies, amends, modifies, withholds, or fails to affirm its recommendation to its shareholders with regard to the BTH merger proposal, (3) the BTH board of directors has materially breached its obligation to call, given notice, and hold a meeting of the shareholders of BTH for the purpose of voting on the BTH merger proposal, (4) the BTH board of directors has resolved to accept or recommends another acquisition proposal, or (5) the BTH board of directors fails to publicly recommend against another publicly announced acquisition proposal or reconfirm its recommendation with regard to the BTH merger proposal within three business days after receipt of notice from Origin;
·by BTH if the Origin board of directors (1) withdraws, qualifies, amends, modifies, withholds, or fails to affirm its recommendation to its shareholders with regard to the Origin merger proposal or (2) the Origin board of directors has materially breached its obligation to call, given notice, and hold the Origin special meeting; or reconfirm its recommendation with regard to the Origin merger proposal within three business days after receipt of notice from BTH; or
·by BTH if at any time before the receipt of approval for the merger from BTH’s shareholders, BTH receives an unsolicited proposal for the acquisition of all or substantially all of BTH’s capital stock or assets and the BTH board of directors determines that such acquisition proposal is superior, from a financial point of view, to the merger agreement and it enters into a binding definitive agreement with respect to such acquisition proposal; provided, however, that Origin may renegotiate the terms of the merger agreement such that the BTH board of directors may not accept the third party proposal on the basis that it is superior, from a financial point of view, to the merger agreement.

BTH also may terminate the merger agreement if both of the following conditions are met during any time period beginning on the fifth business day prior to closing (which we refer to as the “determination date”):

·the number obtained by dividing the average closing price of Origin common stock by $43.54 (the “Origin ratio”) is less than 0.80; and
·the Origin ratio is less than the ratio obtained by (i) dividing the average of the daily closing value of the KBW Nasdaq Regional Banking Index (symbol: KRX) for the 20 consecutive trading days ending on the determination date (the “index ratio”) by the daily closing value of the KRX index for the 20 consecutive trading days ending on the date of the merger agreement and (ii) subtracting 0.20 from such index ratio.
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If BTH elects to exercise this termination right, prompt written notice must be provided to Origin. Origin then has the option to adjust the merger consideration such that the aggregate value of the merger consideration, based on the average closing price, is equal to or greater than the lesser of (i) an amount equal to eighty percent of the merger consideration multiplied by $43.54, or (ii) an amount equal to the merger consideration multiplied by $43.54, multiplied by the index ratio less 0.20, by giving written notice of such determination to BTH. Once this notice is received by BTH, the merger agreement shall continue in full force and effect.

Termination Fee (page 109)

If the merger agreement is terminated under certain circumstances, including circumstances involving an alternative acquisition proposal and changes in the recommendation of the BTH board of directors, BTH may be required to pay to Origin a termination fee equal to $12.0 million. This termination fee could discourage other companies from seeking to acquire or merge with BTH. For more information, see “The Merger Agreement—Termination Fee” beginning on page 91.

Expenses and Fees (page 110)

Each party will bear all expenses incurred in connection with the merger and the transactions contemplated by the merger agreement.

Amendment, Waiver and Extension of the Merger Agreement (page 110)

BTH and Origin may jointly amend the merger agreement, and each of BTH and Origin may waive its right to require the other party to comply with particular provisions of the merger agreement. However, BTH and Origin may not amend the merger agreement or waive their respective rights after the BTH shareholders have approved the BTH merger proposal or Origin shareholders have approved the Origin merger proposal if the amendment or waiver would legally require further approval by the BTH shareholders or the Origin shareholders, as applicable, without first obtaining such further approval.

Comparison of Shareholders’ Rights (page 139)

The rights of BTH’s shareholders will change as a result of the merger due to differences in Origin’s and BTH’s governing documents. See “Comparison of Shareholders’ Rights” beginning on page 139 for a description of the material differences in shareholders’ rights under each of the Origin and BTH governing documents.

Risk Factors (page 28)

You should consider all the information contained in this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should consider the factors described under the section of this joint proxy statement/prospectus entitled “Risk Factors” beginning on page 28.

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Ancillary Agreements to the Merger Agreement (page 111)

BTH Voting Agreements

As a condition to Origin entering into the merger agreement, each director and certain executive officers of BTH and BTH Bank who have voting power over shares of BTH common stock entered into a voting agreement with Origin in the form attached as Exhibit B to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus. Under the voting agreement, each such person agreed, among other things, to vote the shares of BTH common stock held of record by such person (1) to approve the merger agreement and the merger (or any adjournment or postponement necessary to solicit additional proxies to approve the merger agreement and the merger) and (2) against any acquisition proposals or any actions that would result in a breach of any covenant, representation or warranty of BTH in the merger agreement.

Origin Voting Agreements

As a condition to BTH entering into the merger agreement, each director of Origin who has voting power over shares of Origin common stock entered into a voting agreement with BTH in the form attached as Exhibit C to the merger agreement, which is attached as Annex A to this joint proxy statement/prospectus. Under the voting agreement, each such person agreed, among other things, to vote the shares of Origin common stock held of record by such person (1) to approve the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration (or any adjournment or postponement necessary to solicit additional proxies to approve the merger agreement) and (2) against any action or agreement that would result in a breach of any covenant, representation or warranty, or any other obligation or agreement of Origin or such director contained in the merger agreement.

Director Support Agreements

At the time of the execution of the merger agreement, each director of BTH and BTH Bank entered into a Director Support Agreement (which we refer to as a “director support agreement”) with Origin. Under the director support agreement, each such director agreed to, among other things, (1) not disclose or use any confidential information or trade secrets of BTH for any purpose for so long as such information remains confidential information or a trade secret, (2) for a period of two years following the closing of the merger, not engage in certain competitive activities with Origin, including not soliciting employees and customers of BTH, and (3) for a period of two years following the closing of the merger, not serve as a director, officer, manager, or employee of another financial institution within 50 miles of any former banking location of BTH Bank.

Claims Letters

At the time of the execution of the merger agreement, each director of BTH and BTH Bank executed a letter agreement with Origin. Under the letter agreement, each such director released and discharged, effective upon the consummation of the merger, BTH and its subsidiaries, their respective directors and officers (in their capacities as such), and their respective successors and assigns (including Origin and Origin Bank), from any and all liabilities or claims that the director and/or officer has or claims to have as of the effective time of the merger, with certain limited exceptions.

Dissenters’ Rights (page 85)

Under Texas law, record holders of shares of BTH common stock are entitled to exercise statutory rights of dissent and appraisal and receive payment of the fair value of their shares in cash as determined by an appraisal process. To exercise those dissenters’ rights, a BTH shareholder must not vote in favor of the BTH merger proposal and comply with the statutory requirements of Texas law concerning dissenters’ rights of appraisal.

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To be eligible to demand payment for their shares, BTH shareholders must file with BTH, prior to the vote on the BTH merger proposal, a written notice of such holder’s intention to demand payment for the fair value of their shares if the merger is completed. Voting against the BTH merger proposal alone will not entitle a BTH shareholder to cash payment for their shares. Please see “The Merger—Dissenters’ Rights,” beginning on page 85 for a discussion of the statutory requirements BTH shareholders are required to follow to perfect their dissenters’ rights of appraisal.

 

A copy of Chapter 10, Subchapter H of the TBOC is attached as Annex D to this joint proxy statement/prospectus. Failure to strictly comply with these provisions may result in the loss of appraisal rights. The value determined in the appraisal process may be more or less than the value a BTH shareholder would receive in the merger under the terms of the merger agreement.

Pursuant to the merger agreement, Origin will not be obligated to consummate the merger if rights of dissenters are properly asserted with respect to more than 5.0% of the outstanding shares of BTH common stock.

Accounting Treatment (page 151)

Origin will account for the merger as a business combination using the acquisition method of accounting for financial reporting purposes.

Material U.S. Federal Income Tax Consequences of the Merger (page 151)

The merger is expected to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the respective obligations of Origin and BTH to complete the merger that each of Origin and BTH receives a tax opinion from its respective outside legal counsel, dated as of the closing date of the merger, to the effect that the merger will qualify as a “reorganization.” These opinions, however, will not bind the Internal Revenue Service, which we refer to as the “IRS,” or the courts, which could take a contrary view. Assuming the merger so qualifies, holders of BTH common stock who exchange their shares of BTH common stock for shares of Origin common stock generally will not recognize gain or loss with respect to the receipt of Origin common stock in the merger, except for any cash received instead of fractional shares of Origin common stock.

The U.S. federal income tax consequences described above may not apply to all holders of BTH common stock or to BTH shareholders who exercise their dissenters’ rights. In addition, you may be subject to state, local or non-U.S. tax laws that are not discussed in this joint proxy statement/prospectus. Your tax consequences will depend on your individual situation. Accordingly, Origin and BTH strongly urge you to consult your own tax advisor for a full understanding of the particular tax consequences of the merger to you. See the section of this joint proxy statement/prospectus entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 151 for a general discussion of the material U.S. federal income tax consequences of the merger.

Trading Markets and Dividends (page 84)

Origin’s common stock is listed on the Nasdaq Global Select Market under the symbol “OBNK.”

BTH is a privately-owned corporation and its common stock is not quoted or traded on any established public trading market.

Under the merger agreement, BTH is prohibited from paying any dividend or distribution to its shareholders before the effective time of the merger without the prior written consent of Origin. BTH’s ability to pay dividends is also subject to state and federal laws and regulations.

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained or incorporated by reference in this joint proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements about the financial condition, results of operations, earnings outlook and business plans, goals, expectations and prospects of Origin, BTH, and the combined company following the proposed merger and statements for periods after the merger. Words such as “anticipate,” “believe,” “feel,” “expect,” “estimate,” “indicate,” “seek,” “strive,” “plan,” “intend,” “outlook,” “forecast,” “project,” “position,” “target,” “mission,” “contemplate,” “assume,” “achievable,” “potential,” “strategy,” “goal,” “aspiration,” “outcome,” “continue,” “remain,” “maintain,” “trend,” “objective” and variations of such words and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may” or similar expressions, as they relate to Origin, BTH, the proposed merger, or the combined company following the merger often identify forward-looking statements, although not all forward-looking statements contain such words.

These forward-looking statements are predicated on the beliefs and assumptions of management based on information known to management as of the date of this joint proxy statement/prospectus and do not purport to speak as of any other date. Forward-looking statements may include descriptions of the expected benefits and costs of the transaction; forecasts of revenue, earnings or other measures of economic performance, including statements of profitability, business segments and subsidiaries; management plans relating to the merger; the expected timing of the completion of the merger; the ability to complete the merger; the ability to obtain any required regulatory, shareholder or other approvals; any statements of the plans and objectives of management for future or past operations, including the execution of integration plans; any statements of expectation or belief and any statements of assumptions underlying any of the foregoing.

The forward-looking statements contained or incorporated by reference in this joint proxy statement/prospectus reflect the view of management as of this date with respect to future events and are subject to risks and uncertainties. Should one or more of these risks materialize or should underlying beliefs or assumptions prove incorrect, actual results could differ materially from those anticipated by the forward-looking statements or historical results. Such risks and uncertainties include, among others, the following possibilities:

·the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require BTH to pay a termination fee to Origin;
·the inability to complete the merger contemplated by the merger agreement due to the failure to satisfy conditions necessary to close the merger, including the receipt of the requisite approvals of BTH and Origin shareholders;
·the risk that a regulatory approval that may be required for the merger is not obtained or is obtained subject to conditions that are not anticipated;
·risks associated with the timing of the completion of the merger;
·management time and effort may be diverted to the resolution of merger-related issues;
·the risk that the businesses of Origin and BTH will not be integrated successfully, or such integration may be more difficult, time-consuming or costly than expected;
·Origin’s ability to achieve the synergies and value creation contemplated by the proposed merger with BTH;
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·the expected growth opportunities or costs savings from the merger with BTH may not be fully realized or may take longer to realize than expected;
·revenues following the merger may be lower than expected as a result of losses of customers or other reasons;
·potential deposit attrition, higher than expected costs, customer loss and business disruption associated with Origin’s integration of BTH, including, without limitation, potential difficulties in maintaining relationships with key personnel;
·the outcome of any legal proceedings that may be instituted against Origin or BTH or their respective boards of directors;
·limitations placed on the ability of Origin and BTH to operate their respective businesses by the merger agreement;
·the effect of the announcement of the merger on Origin’s and BTH’s business relationships, employees, customers, suppliers, vendors, other partners, standing with regulators, operating results and businesses generally;
·customer acceptance of the combined company’s products and services;
·the amount of any costs, fees, expenses, impairments and charges related to the merger;
·fluctuations in the market price of Origin common stock and the related effect on the market value of the merger consideration that BTH shareholders will receive upon completion of the merger;
·business and economic conditions, particularly those affecting the financial services industry and Origin’s and BTH’s primary market areas;
·the impact of the COVID-19 pandemic on the business of Origin and BTH, including the impact of the actions taken by governmental authorities to try and contain the virus or address the impact of the virus on the U.S. economy (including, without limitations, the CARES Act), and the resulting effect of all of such items on Origin’s operations, liquidity and capital position, and on the financial condition of borrowers and other customers;
·adverse results from current or future litigation, regulatory examinations or other legal and/or regulatory actions related to the COVID-19 pandemic, including as a result of participation in and execution of government programs related to the COVID-19 pandemic, including, but not limited to, the Paycheck Protection Program and Main Street Lending Program;
·factors that can impact the performance of the Origin and BTH loan portfolios, including real estate values and liquidity in their primary market areas, the financial health of borrowers and the success of various projects financed by the respective banks;
·credit and lending risks associated with the construction and development, commercial real estate, commercial and industrial and residential real estate loan portfolios;
·the ability of the combined institution to attract and maintain business banking relationships with well-qualified businesses, real estate developers and investors with proven track records in its market areas;
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·changes in interest rate environment, including changes to the federal funds rate, and competition in the relevant markets may result in increased funding costs or reduced earning assets yields, thus reducing Origin’s margins and net interest income;
·Origin’s ability to successfully manage its credit risk and the sufficiency of its allowance for credit losses;
·the adequacy of reserves (including allowance for credit losses) and the appropriateness of the methodology for calculating such reserves;
·the geographic concentration of the businesses of Origin and BTH within their respective geographic areas of operation;
·inability of the risk management framework to effectively mitigate credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and reputational risk;
·external economic, political and/or market factors, such as changes in monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve, inflation or deflation, changes in the demand for loans, and fluctuations in consumer spending, borrowing and savings habits, which may have an adverse impact on the financial condition of the combined institution;
·continued or increasing competition from other financial institutions, credit unions, and non-bank financial services companies, many of which are subject to different regulations than Origin is;
·challenges arising from unsuccessful attempts to expand into new geographic markets, products, or services, including the expansion into East Texas;
·restraints on the ability of Origin Bank to pay dividends to Origin, which could limit Origin’s liquidity;
·increased capital requirements imposed by banking regulators, which may require Origin to raise capital at a time when capital is not available on favorable terms or at all;
·a failure in the internal controls we have implemented to address the risks inherent to the business of banking;
·inaccuracies in the institutions’ assumptions about future events, which could result in material differences between their respective financial projections and actual financial performance;
·changes in management personnel or Origin’s inability to retain, motivate and hire qualified management personnel, including its ability to retain former BTH employees;
·disruptions, security breaches, or other adverse events, failures or interruptions in, or attacks on, information technology systems and those affecting the third-party vendors who perform critical processing functions for each of Origin and BTH;
·an inability to keep pace with the rate of technological advances due to a lack of resources to invest in new technologies;
·fraudulent and negligent acts by clients, employees or vendors of Origin or BTH and the ability to identify and address such acts;
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·compliance with governmental and regulatory requirements, including the Dodd-Frank Act and others relating to banking, consumer protection, securities and tax matters, and ability to maintain licenses required in connection with commercial mortgage origination, sale and servicing operations;
·changes in accounting standards;
·changes in federal tax law or policy; and
·other risks and factors identified in this joint proxy statement/prospectus under the heading “Risk Factors.”

Any forward-looking statements made in this joint proxy statement/prospectus or in any documents incorporated by reference into this joint proxy statement/prospectus, are subject to the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this joint proxy statement/prospectus or the date of any document incorporated by reference in this joint proxy statement/prospectus. Origin and BTH do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made, unless and only to the extent otherwise required by law. All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this joint proxy statement/prospectus and attributable to Origin, BTH or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this joint proxy statement/prospectus.

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RISK FACTORS

Because of the fixed number of shares to be issued and the fluctuation of the market price of Origin common stock, BTH shareholders cannot be certain of the precise value of the per share stock consideration they will be entitled to receive.

Pursuant to the merger agreement, each share of BTH common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive a pro rata share of the merger consideration to be issued by Origin in the merger. The market value of Origin common stock may vary from the market value on the date Origin and BTH announced the merger, on the date that this joint proxy statement/prospectus is mailed, on the date of the BTH shareholder meeting and on the date the merger is completed and thereafter due to fluctuations in the market price of Origin common stock. Any fluctuation in the market price of Origin common stock after the date of this joint proxy statement/prospectus will change the value of the shares of Origin common stock that BTH shareholders may receive. Stock price changes may result from a variety of factors that are beyond the control of Origin and BTH, including but not limited to general market and economic conditions, changes in their respective businesses, operations and prospects and regulatory considerations. Therefore, at the time of the BTH special meeting, BTH shareholders will not know the precise market value of the per share stock consideration they may receive at the effective time of the merger. BTH shareholders should obtain current quotations for shares of Origin common stock before voting their shares at the BTH special meeting.

Because the merger agreement allows for adjustments to the merger consideration, the consideration holders of BTH common stock receive in the merger may be materially diminished.

The merger agreement calls for the consideration payable to holders of shares of BTH common stock and issued to holders of BTH options in the merger to be reduced if the adjusted tangible equity, as defined in the merger agreement, of BTH at closing of the merger is less than $198.0 million. Management of BTH, using information available to it prior to the execution of the merger agreement, believed that BTH would be able to achieve the minimum equity requirement prior to closing. However, the calculation of adjusted tangible equity pursuant to the merger agreement involves a number of factors, including, but not limited to, earnings of BTH prior to closing, changes in accumulated other comprehensive income or loss as a result of unrealized gains or losses in BTH’s securities portfolio, professional fees related to the merger, contract termination fees, compensatory payments, and other accounting adjustments that may be necessary. As of March 31, 2022, based on estimated transaction costs, BTH’s adjusted tangible equity as calculated pursuant to the merger agreement was approximately $186.6 million, which, had the merger closed on such date, would have resulted in a downward adjustment to the merger consideration payable to holders of BTH common stock. See “The Merger Agreement—Merger Consideration” beginning on page 90 for more information on potential adjustments to the merger consideration.

Due to the complexity of the calculation of adjusted tangible equity and the uncertainty of the earnings to BTH prior to closing of the merger, there is no assurance that Origin will issue the full amount of the merger consideration to BTH’s shareholders and optionholders. Moreover, there is no requirement that BTH re-solicit shareholder approval if the aggregate merger consideration is reduced, and there is no limit on the amount by which it may be reduced. By approving the merger agreement, BTH shareholders are approving the completion of the merger with any downward adjustment in the consideration to be paid to holders of BTH common stock consistent with the terms of the merger agreement.

The merger may not be consummated unless important conditions are satisfied.

Origin and BTH expect the merger to close in the third quarter of 2022, but the merger is subject to the satisfaction of a number of closing conditions. Satisfaction of many of these conditions is beyond Origin’s and BTH’s control. If these conditions are not satisfied or waived, the merger will not be completed or may be

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delayed and each of Origin and BTH may lose some or all of the intended benefits of the merger. Certain of the conditions that remain to be satisfied include, but are not limited to:

·the approval of the merger agreement and merger by the requisite vote of Origin shareholders and BTH shareholders;
·the receipt of required regulatory approvals, including the approval from the Federal Reserve and the approvals of the OFI and TDB, which are necessary to consummate the merger, and the expiration of all statutory waiting periods without the imposition of any materially burdensome regulatory condition;
·the absence of any injunction, order or decree restraining, enjoining or otherwise prohibiting the merger or any of the other transactions contemplated by the merger agreement or making the completion of the merger illegal;
·the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus is a part, and the absence of the issuance of a stop order or the initiation or threat by the SEC of proceedings for that purpose;
·each party’s receipt of a tax opinion from its respective outside legal counsel, dated as of the closing date of the merger, which concludes that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
·receipt of certain consents, approvals, and amendments by BTH to terminate or fully satisfy obligations of BTH under certain BTH employee benefit plans as set forth in the merger agreement;
·the absence of 5.0% or more of the outstanding shares of BTH’s stock exercising their dissenters’ rights;
·the absence of any material adverse change in the financial condition, business or results of operations of BTH, BTH Bank, Origin or Origin Bank;
·the continued accuracy of the representations and warranties made by the parties in the merger agreement; and
·the performance by each party of its respective obligations under the merger agreement.

As a result, the merger may not close as scheduled or at all. In addition, either Origin or BTH may terminate the merger agreement under certain circumstances. For additional information regarding the conditions to the merger, see “The Merger Agreement—Conditions to Complete the Merger” beginning on page 106.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that Origin does not anticipate or cannot be met.

Before the transactions contemplated by the merger agreement may be completed, various approvals or consents must be obtained from various federal and state governmental entities. These governmental entities may impose conditions on the completion of the merger or require changes to the terms of the merger. Although Origin and BTH do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of Origin following the merger, any of which might have a material adverse effect on Origin following the merger. Neither party is obligated to complete the merger if the regulatory approvals received in connection with the completion of the merger impose certain burdensome conditions on Origin or BTH, as described more fully in “The Merger– Regulatory Approvals Required for the Merger” beginning on page 88.

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Origin may fail to realize some or all of the anticipated benefits of the merger.

The success of the merger will depend on, among other things, Origin’s ability to successfully combine the businesses of Origin and BTH. If Origin is not able to successfully achieve this objective, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

Origin and BTH have operated and, until the consummation of the merger, will continue to operate independently. It is possible that the integration process or other factors could result in the loss or departure of key employees, the disruption of the ongoing business of Origin or inconsistencies in standards, controls, procedures and policies. It is also possible that clients, customers, depositors and counterparties of BTH could choose to discontinue their relationships with the combined company post-merger because they prefer doing business with an independent company or for any other reason, which would adversely affect the future performance of the combined company. These transition matters could have an adverse effect on each of Origin and BTH during the pre-merger period and for an undetermined time after the consummation of the merger.

Origin may be unsuccessful in integrating the operations of the businesses it has acquired or expects to acquire in the future, including BTH.

From time to time, Origin evaluates and acquires businesses that it believes complement its existing business. The acquisition component of Origin’s growth strategy depends on the successful integration of these acquisitions. Origin faces numerous risks and challenges to the successful integration of acquired businesses, including the following:

·the potential for unexpected costs, delays and challenges that may arise in integrating acquisitions into Origin’s existing business;
·limitations on Origin’s ability to realize the expected cost savings and synergies from an acquisition;
·challenges related to integrating acquired operations, including Origin’s ability to retain key employees and maintain relationships with significant customers and depositors;
·challenges related to the integration of businesses that operate in new geographic areas, including difficulties in identifying and gaining access to customers in new markets; and
·discovery of previously unknown liabilities following an acquisition associated with the acquired business.

If Origin is unable to successfully integrate the businesses it acquires, Origin’s business, financial condition and results of operations may be materially adversely affected.

BTH’s officers and directors have interests in the merger in addition to or different from the interests that they share with you as a BTH shareholder.

Some of BTH’s executive officers participated in negotiations of the merger agreement with Origin, and the BTH board of directors approved the merger agreement and is recommending that BTH shareholders vote to approve the merger agreement. In considering these facts and the other information included in or incorporated by reference into this joint proxy statement/prospectus, you should be aware that certain of BTH’s executive officers and directors have economic interests in the merger that are different from or in addition to the interests that they share with you as a BTH shareholder. These interests include, as a result of the merger, accelerated vesting and payouts under benefit plans, the potential for new or amended employment agreements with Origin and Origin Bank for certain BTH executive officers, right to continued indemnification and insurance coverage under the merger agreement, and board representation on the board of directors of Origin and Origin Bank. These

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interests and arrangements may create potential conflicts of interest and may influence or may have influenced the directors and executive officers of BTH to support or approve the merger and the merger agreement. For further discussion of the interests of BTH’s directors and officers in the merger, see “The Merger—Interests of BTH’s Directors and Executive Officers in the Merger” beginning on page 83.

The fairness opinions delivered by the respective financial advisors to Origin and BTH will not reflect changes in circumstances between the date of such opinions and the completion of the merger.

The Origin board of directors received a fairness opinion from Stephens on February 23, 2022. The BTH board of directors received an opinion from Piper Sandler on February 21, 2022 to the effect that, as of such date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken by Piper Sandler as set forth therein, the per share merger consideration set forth in the merger agreement was fair, from a financial point of view, to the holders of BTH common stock. Such opinions have not been updated as of the date of this joint proxy statement/prospectus and will not be updated at, or prior to, the time of the completion of the merger. Changes in the operations and prospects of Origin and BTH, general market and economic conditions and other factors that may be beyond the control of Origin and BTH may alter the value of Origin or BTH or the prices of shares of Origin common stock or BTH common stock by the time the merger is completed. The opinions do not speak as of the time the merger is completed or as of any date other than the date of the opinions, nor do they contemplate any adjustments to the merger consideration. Management of Origin is not aware of any material changes in Origin’s operations or performance since the delivery of the Stephens opinion or that are anticipated to occur before the Origin shareholder meeting takes place or before the merger is completed. Management of BTH is not aware of any material changes in BTH’s operations or performance since the delivery of the Piper Sandler opinion or that are anticipated to occur before the BTH shareholder meeting takes place or before the merger is completed. A copy of the Stephens and Piper Sandler fairness opinions are included as Annex B and Annex C, respectively, to this joint proxy statement/prospectus. For a description of the opinion that Origin received from its financial advisor, please refer to “The Merger - Opinion of Origin’s Financial Advisor” beginning on page 74. For a description of the opinion that BTH received from its financial advisor, please refer to “The Merger - Opinion of BTH’s Financial Advisor” beginning on page 59.

The merger agreement contains provisions granting both Origin and BTH the right to terminate the merger agreement in certain circumstances.

The merger agreement contains certain termination rights, including the right, subject to certain exceptions, of either party to terminate the merger agreement if the merger is not completed on or prior to September 30, 2022 (subject to extension to March 31, 2023 if the only outstanding condition to closing is the receipt of regulatory approvals) and the right of BTH to terminate the merger agreement, subject to certain conditions, to accept a business combination transaction deemed to be superior to the merger by the BTH board of directors. If the merger is not completed, the ongoing business of BTH could be adversely affected and BTH will be subject to several risks, including the risks described elsewhere in this “Risk Factors” section. In addition, BTH may provide Origin with notice of its intention to terminate the merger agreement as a result of certain changes in the trading price of Origin common stock relative to the price of KBW Nasdaq Regional Banking Index; however, Origin has the option to increase the merger consideration to prevent such a termination of the merger agreement. See “The Merger Agreement –Termination of the Merger Agreement” beginning on page 107.

Termination of the merger agreement could negatively impact BTH and Origin.

If the merger agreement is terminated before closing there may be various consequences. For example, BTH’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. Also, BTH will have incurred substantial expenses in connection with the proposed merger without realizing the benefits of the merger. If the merger agreement is terminated and the BTH board of directors seeks another merger or business combination, BTH shareholders cannot be certain that BTH will be able to find

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a party willing to pay the equivalent or greater consideration than that which Origin has agreed to pay in the merger, and the reputation of BTH as a potential acquisition target may be impaired. In addition, if the merger agreement is terminated under certain circumstances, BTH may be required to pay Origin a termination fee. See “The Merger Agreement – Effect of Termination” beginning on page 109.

Further, if the merger agreement is terminated and the merger is not consummated, Origin’s stock price may decline to the extent that its current market price reflects a market assumption that the merger will be completed. In addition, the reputation of Origin as an acquirer may be harmed and, as a result, it may make it more difficult for Origin to consummate future acquisitions.

Origin and BTH will incur significant, non-recurring merger-related transaction and integration costs in connection with the merger, which could adversely affect either company’s financial condition and results of operations.

Origin and BTH each have incurred and expect to continue to incur substantial costs in connection with the negotiation and completion of the merger and combining the businesses and operations of the two companies, and additional unanticipated transaction- and merger-related costs may be incurred prior to or following the consummation of the merger. Whether or not the merger is consummated, Origin and BTH expect to continue to incur substantial expenses associated with planning for and completing the merger and combining the operations of the two companies, including such non-recurring expenses as legal, accounting and financial advisory fees, printing fees, data processing and other fees related to formulating integration and conversion plans. Anticipated elimination or reduction of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial condition and operating results of Origin following completion of the merger or on either party if the merger is not consummated.

The termination fees and the restrictions on third party acquisition proposals set forth in the merger agreement may discourage others from trying to acquire BTH and limit BTH’s ability to pursue alternatives to the merger.

The merger agreement prohibits BTH from initiating, soliciting, encouraging or facilitating certain third-party acquisition proposals. In addition, BTH has agreed to pay Origin a termination fee of $12.0 million if the merger agreement is terminated under certain conditions, including because BTH decides to enter into or close another acquisition transaction. These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of BTH from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share value than that proposed in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price to acquire BTH than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in certain circumstances under the merger agreement.

Origin and BTH will be subject to business uncertainties and BTH will be subject to contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Origin and BTH. These uncertainties may impair the ability of Origin or BTH to attract, retain and motivate strategic personnel until the merger is consummated, and could cause customers and others that deal with Origin or BTH to seek to change existing business relationships. Experienced employees in the financial services industry are in high demand, and competition for their talents can be intense. Employees of BTH and Origin may experience uncertainty about their future role with the surviving corporation until, or even after, strategies with regard to the combined company are announced or executed. If any key employees of Origin or BTH depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the surviving corporation, BTH’s and Origin’s respective businesses could be harmed whether or not the merger is

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ultimately consummated. In addition, subject to certain exceptions, BTH has agreed to operate its business in the ordinary course, and to comply with certain other operational restrictions, prior to closing the merger. See “The Merger Agreement – Covenants and Agreements – Conduct of Business Prior to the Completion of the Merger” beginning on page 98 for a description of the restrictive covenants applicable to BTH.

The merger with BTH may distract Origin’s management from its other responsibilities.

The acquisition of BTH could cause Origin’s management to focus its time and energies on matters related to the acquisition that otherwise would be directed to the business and operations of Origin. Any such distraction on the part of management, if significant, could affect its ability to service existing business and develop new business and adversely affect the business and earnings of Origin.

The combined company may be unable to retain Origin and/or BTH personnel successfully after the merger is completed.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of key employees currently employed by Origin and BTH. It is possible that these employees may decide not to remain with Origin and BTH, as applicable, while the merger is pending or with the combined company after the merger is consummated. If key employees terminate their employment or if an insufficient number of employees is retained to maintain effective operations, the combined company’s business activities may be adversely affected, and management’s attention may be diverted from successfully integrating BTH to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Origin and BTH may not be able to locate suitable replacements for any key employees who leave either company or to offer employment to potential replacements on reasonable terms.

Origin and BTH may waive one or more of the conditions to the merger without re-soliciting shareholder approval for the merger.

Each of the conditions to the obligations of Origin and BTH to complete the merger may be waived, in whole or in part, to the extent permitted by applicable law, by agreement of Origin and BTH if the condition is a condition to both parties’ obligation to complete the merger, or by the party for which such condition is a condition of its obligation to complete the merger. Similarly, Origin may agree to certain modifications to the items included in the calculation of the BTH closing equity. The boards of directors of Origin and BTH may evaluate the materiality of any such waiver to determine whether amendment of this joint proxy statement/prospectus and re-solicitation of proxies are necessary. Origin and BTH, however, generally do not expect any such waiver to be significant enough to require re-solicitation of shareholders. In the event that any such waiver is not determined to be significant enough to require re-solicitation of shareholders, the companies will have the discretion to complete the merger without seeking further shareholder approval.

BTH shareholders will experience a reduction in percentage ownership and voting power of their shares as a result of the merger and will have less influence on the management and policies of Origin than they had on BTH before the merger.

BTH shareholders will have a much smaller percentage ownership interest and effective voting power in Origin compared to their ownership interest and voting power in BTH prior to the merger. Consequently, BTH shareholders will have significantly less influence on the management and policies of Origin after the merger than they now have on the management and policies of BTH. If the merger is consummated, current BTH shareholders will own approximately 22.32% of the combined company based upon the number of Origin shares outstanding as of April, 25, 2022, assuming no adjustment. Accordingly, former BTH shareholders will own significantly less of the outstanding voting stock of the combined company than current Origin shareholders and would, as a result, be outvoted by current Origin shareholders if such current Origin shareholders voted together as a group.

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Future capital needs could result in dilution of shareholder investment.

Origin’s board of directors may determine from time to time there is a need to obtain additional capital through the issuance of additional shares of its common stock or other securities. These issuances would dilute the ownership interests of its shareholders and may dilute the per share book value of Origin common stock. Origin may also grant future investors certain rights, preferences and privileges senior to Origin’s shareholders, which may adversely impact Origin’s shareholders.

Shares of Origin common stock to be received by holders of BTH common stock as a result of the merger will have rights different from the shares of BTH common stock.

Upon completion of the merger, the rights of former BTH shareholders will be governed by the Articles of Incorporation, as amended, and Amended and Restated Bylaws of Origin. Accordingly, certain rights associated with BTH common stock may differ from the rights associated with Origin common stock. See ” Comparison of Shareholders’ Rights” beginning on page 139 for a discussion of the different rights associated with Origin common stock.

Origin’s and BTH’s historical and pro forma condensed combined consolidated financial information may not be representative of Origin’s results as a combined company.

The unaudited pro forma condensed combined financial statements in this joint proxy statement/prospectus are presented for illustrative purposes only and are not necessarily indicative of what Origin’s actual financial condition or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments to illustrate the effect of the merger had they been completed on the dates indicated. Such unaudited pro forma condensed combined financial statements are based upon preliminary estimates to record the BTH identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation for the merger reflected in this joint proxy statement/prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the identifiable assets and identifiable liabilities of BTH as of the date of the completion of the merger. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this joint proxy statement/prospectus. For more information, see the section of this joint proxy statement/prospectus entitled “ Unaudited Pro Forma Condensed Combined Consolidated Financial Statements” beginning on page 37.

The unaudited prospective financial information regarding Origin and BTH is based on various assumptions that may not prove to be correct.

 

The unaudited prospective financial information set forth in the financial forecasts included under “The Merger—Certain Unaudited Prospective Financial Information Considered by BTH’s Financial Advisor” and “The Merger—Certain Unaudited Prospective Financial Information Considered by Origin’s Financial Advisor is based on assumptions of, and information available to, Origin and BTH at the time such information was prepared and provided to Piper Sandler and Stephens for their consideration in connection with their respective analyses. Neither Origin nor BTH know whether the assumptions made will prove correct. Any or all of such information may turn out to be wrong. Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Origin’s and BTH’s control. Many factors mentioned in this joint proxy statement/prospectus, including the risks outlined in “Risk Factors,” the events and/or circumstances described under “Special Cautionary Note Regarding Forward-Looking Statements” and the information with respect to Origin provided in the reports that Origin files with the SEC from time to time will be important in determining the future results of Origin. As a result of these contingencies, actual future results may vary materially from Origin’s estimates. In view of these uncertainties, the inclusion of certain Origin and BTH unaudited prospective financial information in this joint proxy statement/prospectus is not and should not be viewed as a representation that the forecasted results will be achieved.

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The unaudited prospective financial information presented herein was prepared solely for internal use and not prepared with a view toward public disclosure or toward compliance with published guidelines of any regulatory or professional body. Further, any forward-looking statement speaks only as of the date on which it is made. Neither Origin nor BTH undertakes any obligation to update the unaudited prospective financial information herein to reflect events or circumstances after the date such unaudited prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances.

 

The unaudited prospective financial information included in this joint proxy statement/prospectus has been prepared by management of Origin and BTH. Neither Origin’s nor BTH’s independent accountants have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability. The reports of the independent accountants related to the Origin and BTH financial statements and related notes for the year ended December 31, 2021, which for Origin is included in its Annual Report on Form 10-K for the year ended December 31, 2021, that is incorporated herein by reference, and for BTH is included in its audited consolidated financial statements for the year ended December 31, 2021, that are included in this joint proxy statement/prospectus, relate to the historical financial information of Origin and BTH. They do not extend to the unaudited prospective financial information and should not be read to do so. See “The Merger—Certain Unaudited Prospective Financial Information Considered by BTH’s Financial Advisor” and “The Merger—Certain Unaudited Prospective Financial Information Considered by Origin’s Financial Advisor” for more information.

 

The market price of Origin common stock after the merger may be affected by factors different from those affecting BTH common stock or Origin common stock currently.

The results of operations of the combined company, as well as the market price of shares of the common stock of the combined company after the merger, may be affected by factors in addition to those currently affecting Origin’s or BTH’s results of operations and the market prices of shares of Origin common stock. Accordingly, the historical financial results of Origin and BTH and the historical market prices of shares of Origin common stock may not be indicative of these matters for the combined company after the merger. For a discussion of the businesses of Origin and of certain factors to consider in connection with that business, see the documents incorporated by reference by Origin into this joint proxy statement/prospectus referred to under “Where You Can Find More Information” beginning on page 156.

The market price of the combined company’s common stock may decline as a result of the merger.

The market price of the combined company’s common stock may decline as a result of the merger if the combined company does not achieve the perceived benefits of the merger or the effect of the merger on the combined company’s financial results is not consistent with the expectations of financial or industry analysts. In addition, upon completion of the merger, Origin and BTH shareholders will own interests in a combined company operating an expanded business with a different mix of assets, risks and liabilities. Current Origin and BTH shareholders may not wish to continue to invest in the combined company, or for other reasons may wish to dispose of some or all of their shares of the combined company.

The merger may fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Each of Origin and BTH intends and expects the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the obligation of each of Origin and BTH to complete the merger is conditioned upon the receipt, by each company, of a U.S. federal income tax opinion from Origin’s and BTH’s respective legal counsels that concludes that the merger will qualify as a reorganization. These tax opinions represent the legal judgment of counsel rendering the opinion and are not binding on the IRS or the courts. If the merger were to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code, then the

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consequences to holders of BTH common stock would be materially different than as described in this joint proxy statement/prospectus. Therefore, we strongly urge you to consult your own tax advisor to determine the particular tax consequences to you if the merger fails to qualify as a reorganization.

BTH and/or Origin may be subject to claims and litigation pertaining to the merger that could prevent or delay the completion of the merger.

Any lawsuits filed in connection with the proposed merger could prevent or delay completion of the merger and result in substantial costs to BTH and Origin, including any costs associated with indemnification of individuals subject to such lawsuits. The defense or settlement of any lawsuit or claim that may be filed seeking remedies against BTH, its board of directors or Origin or its board of directors in connection with the merger that remains unresolved at the effective time of the merger may adversely affect Origin’s business, financial condition, results of operations and cash flows.

The increase in Origin Bank’s total assets resulting from the merger may cause its total assets to exceed $10 billion, and the increased costs and decreased revenue resulting from exceeding such threshold may have a negative impact on Origin’s operating results.

Banks with total assets of more than $10.0 billion as of December 31 of any calendar year are subject to certain requirements not applicable to smaller institutions. Among these requirements are limitations on interchange fees received from customer debit card transactions, enhanced capital monitoring, and direct examination by an additional federal regulator, the Consumer Financial Protection Bureau, or CFPB. Origin’s most recent estimates indicate that the various additional requirements will result in increased annual after-tax expenses and revenue losses of approximately $5.9 million. Management of Origin anticipated that its growth in assets without the merger would cause it to exceed the $10 billion asset threshold, but the merger may accelerate the date on which Origin would begin to incur such expenses and losses of revenue. While management of Origin believes that the other financial benefits of its growth will offset these increased expenses and losses in revenue, there is no guarantee that these financial benefits will be realized, and, if they are not, the increased expenses and decreased revenue would have a negative impact on Origin’s operating results on a net basis.

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UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the merger based on the historical financial statements and accounting records of Origin and BTH after giving effect to the merger, including the expected issuance of 6,828,390 shares of Origin common stock to BTH’s shareholders pursuant to the merger agreement, and the merger-related pro forma adjustments as described in the notes below. The unaudited pro forma combined condensed consolidated financial information has been prepared using the acquisition method of accounting. Under this method, BTH’s assets and liabilities as of the date of the acquisition will be recorded at their respective fair values and added to those of Origin. Any difference between the purchase price for BTH and the fair value of the identifiable net assets acquired (including core deposit intangibles) will be recorded as goodwill. The goodwill resulting from the acquisition will not be amortized to expense, but instead will be reviewed for impairment at least annually. Any core deposit intangible and other intangible assets with estimated useful lives to be recorded by Origin in connection with the acquisition will be amortized to expense over their estimated useful lives. The financial statements of Origin issued after the acquisition will reflect the results attributable to the acquired operations of BTH beginning on the date of completion of the acquisition.

The unaudited pro forma combined condensed financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Information, as amended by the final rule, Amendments to Financial Disclosures About Acquired and Disposed Businesses, as adopted by the SEC on May 21, 2020, which requires the depiction of the accounting for the transaction, which we refer to as “transaction accounting adjustments,” and allows, but does not require, presentation of the reasonably estimable cost savings and revenue enhancements and other transaction effects that have occurred or are reasonably expected to occur, which we refer to as “management’s adjustments.” Origin has elected not to present management’s adjustments and will only be presenting transaction accounting adjustments in the following unaudited pro forma condensed combined financial information. Pro forma adjustments are included only to the extent they are (1) directly attributable to the merger, (2) factually supportable and (3) with respect to the unaudited pro forma combined statement of income, expected to have a continuing impact on the combined results. The pro forma adjustments are based on estimates made for the purpose of preparing these pro forma statements and are described in the accompanying notes. Origin’s management believes that the estimates used in these pro forma financial statements are reasonable under the circumstances.

The unaudited pro forma combined consolidated balance sheet combines the historical consolidated balance sheets of Origin and BTH, giving effect to the merger as if it had been consummated on December 31, 2021. The unaudited pro forma combined consolidated statement of income for the year ended December 31, 2021 combines the historical consolidated statements of income of Origin and BTH, giving effect to the merger as if it had been consummated on January 1, 2021 (including assuming all related merger expenses had been incurred on or prior to such date).

The pro forma adjustments included herein are subject to change as additional information becomes available and additional analyses are performed. The final allocation of the purchase price will be determined after further valuation analyses under generally accepted accounting principles, or GAAP, are performed with respect to the fair values of certain tangible and intangible assets and liabilities as of the date of acquisition. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein. In addition, the pro forma income statement information does not include anticipated cost savings or revenue enhancements, which management believes will result from combining certain operating procedures.

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Increases or decreases in the estimated fair values of the net assets as compared with the information shown in the unaudited pro forma combined condensed consolidated financial information may change the amount of the purchase price allocated to goodwill and other assets and liabilities and may impact Origin’s consolidated statement of operations due to adjustments in yield and/or amortization of the adjusted assets or liabilities, including any accretion of the investment securities discount resulting from the fair value adjustment of the investment securities portfolio at closing. This adjustment has been omitted due to the recent significant changes in the interest rate environment. Any changes to BTH’s shareholders’ equity, including results of operations from January 1, 2022 through the date the merger is completed, will also change the purchase price allocation, which may include the recording of a lower or higher amount of goodwill. The final adjustments may be materially different from the unaudited transaction accounting adjustments presented herein. The pro forma calculations, shown herein, assume a closing price for Origin common stock of $44.52, which represents the closing price of Origin common stock on February 23, 2022.

The unaudited pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the benefits of expected cost savings or opportunities to earn additional revenue and, accordingly, does not attempt to predict or suggest future results, which could be affected by the factors discussed under the heading “Special Cautionary Note Regarding Forward-Looking Statements” beginning on page 24. It also does not necessarily reflect what the historical results of the combined company would have been had our companies been combined during this period.

The unaudited pro forma condensed combined consolidated financial information has been derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of Origin and BTH which are included with this joint proxy statement/prospectus or incorporated by reference herein.

The unaudited pro forma data are qualified by the statements set forth under this caption and should not be considered indicative of the market value of Origin common stock or the actual or future results of operations of Origin for any period. Actual results may be materially different than the pro forma information presented.

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UNAUDITED PRO FORMA COMBINED CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2021

   Origin   BTH   Pro Forma       Pro Forma 
(dollars in thousands)  Historical   Historical   Adjustments   Notes   Combined 
Assets                         
Cash & equivalents  $705,618   $260,619   $(18,000)   A   $948,237 
Total securities   1,580,184    463,853             2,044,037 
Loans held for sale   80,387    609             80,996 
Loans   5,231,331    1,249,161    (17,572)   B    6,462,920 
Allowance for credit losses   (64,586)   (15,492)   (11,535)   C    (91,613)
Total loans held for investment, net   5,166,745    1,233,669    (29,107)        6,371,307 
                          
Goodwill   34,368    14,191    103,370    D    151,929 
Core deposit intangible & other intangibles   16,962        6,519    E    23,481 
Other assets   277,021    29,114    8,271    F   314,406 
                          
Total Assets  $7,861,285   $2,002,055   $71,053        $9,934,393 
                          
Liabilities and Stockholders’ Equity                         
Total deposits  $6,570,693   $1,724,707   $        $8,295,400 
FHLB borrowings   309,801                 309,801 
Other borrowings       9,795             9,795 
Junior subordinated debentures   9,735    7,217             16,952 
Subordinated debt   147,682    40,200             187,882 
Other liabilities   93,163    4,158             97,321 
                          
Total stockholders’ equity   730,211    215,978    71,053    G    1,017,242 
                          
Total Liabilities & Stockholders’ Equity  $7,861,285   $2,002,055   $71,053        $9,934,393 
                          
A.Reflects one-time, nonrecurring transaction expenses incurred by both Origin and BTH, net of the tax effect of such expenses.
B.Reflects purchase accounting adjustment to record BTH’s loans at fair value
C.Elimination of BTH’s allowance for loan losses and establishment of allowance for credit losses under current expected credit losses methodology, or “CECL”.
D.Write-off of historical BTH goodwill and creation of estimated goodwill associated with the merger.
E.Record an estimated core deposit intangible of $6.5 million related to the merger.
F.Net deferred tax asset entries associated with merger.
G.Adjustments to (i) eliminate BTH equity, (ii) record the issuance of Origin common stock, (iii) reflect the effect on equity of the transaction expenses and purchase accounting adjustments included herein.
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UNAUDITED PRO FORMA COMBINED CONSOLIDATED CONDENSED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 2021

   Origin   BTH   Pro Forma       Pro Forma 
(in thousands, other than per share amounts)  Historical   Historical   Adjustments   Notes   Combined 
Interest Income  $241,656   $65,711   $7,029    A   $314,396 
Interest Expense   25,404    10,105    54    B    35,563 
Net Interest Income   216,252    55,606    6,975         278,833 
                          
Provision for Credit Losses   (10,765)   6,225    (5,199)   D    (9,739)
                          
Noninterest Income   62,193    2,914             65,107 
Noninterest Expense   156,779    24,649    570    C    181,998 
                          
Pre-Tax Earnings   132,431    27,646    11,604         171,681 
Income Tax Expense   23,885    4,983    2,437    E    31,305 
Net Income  $108,546   $22,663   $9,167        $140,376 
                          
Basic EPS  $4.63    N/A    N/A        $4.64 
Diluted EPS   4.60    N/A    N/A         4.60 
OBNK Weighted Average Common Shares   23,432    N/A    6,828    F    30,260 
OBNK Weighted Average Diluted Common Shares   23,609    N/A    6,928    F    30,537 

 

A.Adjustment to interest income to record the estimated accretion for the net discount on acquired loans and leases.
B.Adjustment to interest expense to record the interest cost of cash used in the transaction.
C.Estimate of amortization of the core deposit intangible based on the estimated CDI for BTH, amortized on an accelerated basis over 10 years.
D.The BTH provision for loan losses is eliminated and included in the loan fair value adjustment. Provision based on new loan production is established.
E.Income taxes on the Pro Forma Adjustments were calculated at the standard rate of 21%.
F.Adjustments to weighted-average shares of common stock and options outstanding to eliminate weighted-average shares of BTH common stock and options outstanding during 2021 and reflect issuance of 6,828,390 shares of Origin common stock and approximately 610,000 OBNK options in the merger.
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BTH SPECIAL MEETING OF SHAREHOLDERS

Date, Time and Place of BTH Special Meeting

The BTH special meeting of shareholders will be held on Wednesday, June 29, 2022 at the Quitman Public Library, 202 East Goode Street, Quitman, Texas 75783, at 9:00 a.m. local time. On or about May 6, 2022, BTH commenced mailing this document and the enclosed forms of proxy cards to its shareholders entitled to vote at the BTH special meeting.

Matters to be Considered

At the BTH special meeting, the holders of BTH common stock will be asked to consider and vote upon the BTH merger proposal, and, if necessary, the BTH adjournment proposal. Completion of the merger is conditioned on, among other things, BTH shareholder approval of the BTH merger proposal. No other business may be conducted at the BTH special meeting.

Recommendation of the BTH Board of Directors

On February 21, 2022, the BTH board of directors approved the merger agreement and the transactions contemplated thereby. Based on BTH’s reasons for the merger described in the section of this joint proxy statement/prospectus entitled “The Merger—BTH’s Reasons for the Merger; Recommendation of the BTH Board of Directors” beginning on page 54, the BTH board of directors believes that the merger is in the best interests of BTH shareholders.

Accordingly, the BTH board of directors recommends that its shareholders vote “FOR” the BTH merger proposal and, if necessary, that holders of BTH common stock vote “FOR” the BTH adjournment proposal.

Record Date and Quorum

The BTH board of directors has fixed the close of business on May 2, 2022 as the BTH record date, which is the date for determining the holders of BTH common stock entitled to receive notice of and to vote at the BTH special meeting. As of the BTH record date, there were an aggregate of 10,430,081 shares of BTH common stock entitled to vote at the BTH special meeting or any adjournment thereof. Such outstanding shares of BTH common stock were held by an aggregate of approximately 900 holders of record.

The presence, in person or represented by proxy, of at least a majority of the total number of outstanding shares of BTH common stock entitled to vote is necessary in order to constitute a quorum for purposes of the matters being voted on at the BTH special meeting. Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists. No business may be transacted by the holders of BTH common stock at the BTH special meeting unless a quorum is present.

Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

The BTH Merger Proposal. The affirmative vote of the holders of at least two thirds (2/3) of the outstanding shares of BTH common stock is required to approve the BTH merger proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the BTH merger proposal, it will have the same effect as a vote “AGAINST” the proposal.

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The BTH Adjournment Proposal. Approval of the BTH adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the BTH adjournment proposal exceed the number of votes cast “AGAINST” the BTH adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the BTH adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.

The BTH board of directors encourages you to complete, date and sign the enclosed proxy card that is applicable to your shares of BTH common stock and return it promptly in the enclosed postage-paid envelope, or by email to InvestorRelations@bthbank.com, so that your voice is heard on these matters.

Voting and Revocation of Proxies

Proxies, in the form enclosed, which are properly executed and returned and not subsequently revoked, will be voted in accordance with the instructions indicated on the proxies. Any properly executed proxy on which voting instructions are not specified will be voted ” FOR” the BTH merger proposal and ” FOR” the BTH adjournment proposal, if applicable.

If you are a shareholder of record of BTH as of May 2, 2022, the BTH record date, you may submit your proxy before the BTH special meeting by either of the following ways:

·completing, signing, dating and returning the enclosed proxy card to BTH using the enclosed postage-paid envelope; or
·completing, signing, dating and returning the enclosed proxy card to BTH at InvestorRelations@bthbank.com.

Whether you intend to submit your proxy by mail or email, your completed proxy card must be received prior to the BTH special meeting.

If you are the record holder of your BTH shares, you may revoke your proxy by:

·submitting another properly completed proxy card bearing a later date by mail or email which is received prior to the BTH special meeting;
·sending a written notice which is received prior to the special meeting that you are revoking your proxy to: BT Holdings, Inc., 6657 Old Jacksonville Highway, Tyler, Texas 75703, Attention: Corporate Secretary; or
·attending the special meeting and notifying the election officials prior to the start of the meeting that you wish to revoke your proxy and vote in person.

Attendance at the BTH special meeting will not, by itself, revoke your proxy. If you hold your shares in street name with a bank or broker, you must contact such bank or broker for instructions as to how to revoke your proxy.

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Shares Held in “Street Name”; Broker Non-Votes

Banks, brokers and other nominees who hold shares of BTH common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the BTH special meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal.

If your broker, bank or other nominee holds your shares of BTH common stock in “street name,” your broker, bank or other nominee will vote your shares of BTH common stock only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this joint proxy statement/prospectus.

Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers

Each director and certain executive officers of BTH and BTH Bank, solely in their capacity as shareholders of BTH, have entered into voting agreements with Origin pursuant to which they have agreed to vote their shares of BTH common stock in favor of the approval of the merger agreement and the merger and against the approval or adoption of any proposal made in opposition to the merger. As of the BTH record date, 464,148 shares of BTH common stock, or approximately 4.45% of the outstanding shares of BTH common stock entitled to vote at the BTH special meeting, are bound by the voting agreements.

Solicitation of Proxies; Expenses

This proxy solicitation is made by the BTH board of directors. BTH is responsible for its expenses incurred in preparing, assembling, printing, and mailing this joint proxy statement/prospectus to BTH shareholders. Proxies will be solicited through the mail. Additionally, directors and officers of BTH intend to solicit proxies personally or by telephone or other means of communication. The directors and officers will not be additionally compensated for any such solicitation. BTH will reimburse banks, brokers, and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners. In addition, BTH retains the discretion to engage a third-party proxy solicitor to assist BTH in soliciting proxies from the BTH shareholders.

Dissenters’ Rights

BTH shareholders are entitled to assert dissenters’ rights with respect to the merger proposal. These dissenters’ rights are conditioned on strict compliance with the requirements of Chapter 10, Subchapter H of the Texas Business Organizations Code, or TBOC. Please see “The Merger—Dissenters’ Rights,” beginning on page 85, and the full text of Chapter 10, Subchapter H of the TBOC, which is reproduced in full in Annex D to this joint proxy statement/prospectus, for additional information.

Attending the BTH Special Meeting

All shareholders of BTH as of the BTH record date, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, nominees or any other holder of record as of the BTH record date, are invited to attend the BTH special meeting. Shareholders of record of BTH common stock can vote in person at the BTH special meeting. If you are not a shareholder of record as of the BTH record date, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank

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or other nominee, to be able to vote in person at the BTH special meeting. If you plan to attend the BTH special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, all BTH shareholders must bring a form of personal photo identification with you in order to be admitted. BTH reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the BTH special meeting is prohibited without BTH’s express written consent.

BTH Merger Proposal

BTH is asking its shareholders to approve the BTH merger proposal. Holders of BTH common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A. In addition, holders of BTH common stock should read the documents incorporated by reference herein for further information about Origin.

After careful consideration, the BTH board of directors, by a vote of a majority of its directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of BTH and its shareholders. See “The Merger—BTH’s Reasons for the Merger; Recommendation of the BTH Board of Directors” beginning on page 54 of this joint proxy statement/prospectus for a more detailed discussion of the BTH board of directors’ recommendation.

The BTH board of directors recommends a vote “FOR” the BTH merger proposal.

BTH Adjournment Proposal

The BTH special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the BTH special meeting to approve the BTH merger proposal.

If, at the BTH special meeting, the number of shares of BTH common stock present or represented and voting in favor of the BTH merger proposal is insufficient to approve the BTH merger proposal, BTH intends to move to adjourn the BTH special meeting in order to enable the BTH board of directors to solicit additional proxies for approval of the BTH merger proposal. In that event, BTH will ask the holders of BTH common stock to vote upon the BTH adjournment proposal, but not the BTH merger proposal.

In this proposal, BTH is asking the holders of BTH common stock to authorize the holder of any proxy solicited by the BTH board of directors on a discretionary basis to vote in favor of adjourning the BTH special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from BTH shareholders who have previously voted.

The BTH board of directors recommends a vote “FOR” the BTH adjournment proposal.

Assistance

If you need assistance in completing your proxy card, have questions regarding BTH’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact BTH Investor Relations by phone at (903) 561-6617 by email to InvestorRelations@bthbank.com.

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ORIGIN SPECIAL MEETING OF SHAREHOLDERS

Date, Time and Place of Origin Special Meeting

The Origin special meeting of shareholders will be held on Wednesday, June 29, 2022, at Squire Creek Country Club, 289 Squire Creek Parkway, Choudrant, Louisiana 71227, at 1:00 p.m. local time. On or about May 6, 2022, Origin commenced mailing this document and the enclosed forms of proxy card to its shareholders entitled to vote at the Origin special meeting.

Matters to be Considered

At the Origin special meeting, the holders of Origin common stock will be asked to consider and vote upon the Origin merger proposal and, if necessary, the Origin adjournment proposal. Completion of the merger is conditioned on, among other things, Origin shareholder approval of the Origin merger proposal. No other business may be conducted at the Origin special meeting.

Recommendation of the Origin Board of Directors

On February 23, 2022, the Origin board of directors unanimously approved the merger agreement and the transactions contemplated thereby. Based on Origin’s reasons for the merger described in the section of this joint proxy statement/prospectus entitled “The Merger—Origin’s Reasons for the Merger; Recommendation of the Origin Board of Directors” beginning on page 69, the Origin board of directors believes that the merger and the issuance of shares of Origin common stock as merger consideration is in the best interests of Origin shareholders. Accordingly, the Origin board of directors unanimously recommends that its shareholders vote “FOR” the Origin merger proposal and, if necessary, vote “FOR” the Origin adjournment proposal.

Record Date and Quorum

The Origin board of directors has fixed the close of business on April 25, 2022 as the Origin record date, which is the date for determining the holders of Origin common stock entitled to receive notice of and to vote at the Origin special meeting. As of the Origin record date, there were 23,768,748 shares of Origin common stock outstanding and entitled to notice of, and to vote at, the Origin special meeting or any adjournment thereof, and such outstanding shares of Origin common stock were held by approximately 661 holders of record. Each share of Origin common stock entitles the holder to one vote at the Origin special meeting on each proposal to be considered at the Origin special meeting.

The holders of a majority of the shares of Origin common stock issued and outstanding and entitled to vote at the Origin special meeting must be present, either in person or by proxy, to constitute a quorum at the Origin special meeting. Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. Broker non-votes, if any, will not be included in determining whether a quorum exists. No business may be transacted by the holders of Origin common stock at the Origin special meeting unless a quorum is present.

Required Vote; Treatment of Abstentions; Broker Non-Votes and Failure to Vote

The Origin Merger Proposal. Approval of the Origin merger proposal requires that the number of votes cast in favor of or “FOR” the Origin merger proposal exceed the number of votes cast “AGAINST” the Origin merger proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Origin merger proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.

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The Origin Adjournment Proposal. Approval of the Origin adjournment proposal, if presented, requires that the number of votes cast in favor of or “FOR” the Origin adjournment proposal exceed the number of votes cast “AGAINST” the Origin adjournment proposal. If you fail to vote in person or by proxy or fail to instruct your bank, broker or other nominee to vote, or if you mark “ABSTAIN” on your proxy card, with respect to the Origin adjournment proposal, you will not be deemed to have cast a vote with respect to such proposal, and it will have no effect on such proposal.

The Origin board of directors encourages you to complete, date and sign the enclosed proxy card that is applicable to your shares of Origin common stock and return it promptly in the enclosed postage-paid envelope, or vote by phone or internet, so that your voice is heard on these matters.

Voting and Revocation of Proxies

Proxies, in the forms enclosed, which are properly executed and returned and not subsequently revoked, will be voted in accordance with the instructions indicated on the proxies. Any properly executed proxy on which voting instructions are not specified will be voted “FOR” the Origin merger proposal and “FOR” the Origin adjournment proposal, if applicable.

If you are a shareholder of record of Origin as of April 25, 2022, the Origin record date, you may submit your proxy before the Origin special meeting in any of the following ways:

·by mail, by completing, signing, dating and returning the enclosed proxy card to Origin using the enclosed postage-paid envelope;
·by telephone, by calling toll-free (866) 883-3382 and following the recorded instructions; or
·via the internet, by accessing the website www.proxypush.com/obnk and following the instructions on the website.

If you intend to submit your proxy by telephone or via the internet, you must do so by 11:59 p.m. Central time on the day before the Origin special meeting. If you intend to submit your proxy by mail, your completed proxy card must be received prior to the Origin special meeting.

If you are the record holder of your Origin shares, you may revoke your proxy at any time before it is voted at the special meeting by:

·giving written notice to the Corporate Secretary of Origin;
·submitting another properly completed proxy bearing a later date which is received prior to the Origin special meeting;
·casting a new vote by telephone or via the internet at any time before 11:59 p.m. Central time on the day before the Origin special meeting; or
·attending the Origin special meeting in person, notifying the election official that you wish to revoke your proxy and voting in person prior to polls closing.
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All written notices of revocation and other communications with respect to revocation or proxies should be sent to: Origin Bancorp, Inc., 500 South Service Road East, Ruston, Louisiana 71270, Attn: Corporate Secretary. Attendance at the Origin special meeting will not, by itself, revoke your proxy. If you hold your shares in street name with a bank or broker, you must contact such bank or broker for instructions as to how to revoke your proxy.

Shares Held in “Street Name”; Broker Non-Votes

Banks, brokers and other nominees who hold shares of Origin common stock in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are not allowed to exercise their voting discretion with respect to the approval of matters determined to be “non-routine,” without specific instructions from the beneficial owner. Broker non-votes are shares held by a broker, bank or other nominee that are represented at the Origin special meeting, but with respect to which the broker or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal and the broker does not have discretionary voting power on such proposal. As a result, we do not expect any broker non-votes at the Origin special meeting.

If your broker, bank or other nominee holds your shares of Origin common stock in “street name,” your broker, bank or other nominee will vote your shares of Origin common stock only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker, bank or other nominee with this joint proxy statement/prospectus.

Shares Subject to Voting Agreement; Shares Held by Directors and Executive Officers

Each director of Origin and Origin Bank, solely in their capacity as shareholders of Origin, have entered into voting agreements with Origin pursuant to which they have agreed to vote their shares of Origin common stock in favor of the approval of the merger agreement and the merger and against the approval or adoption of any proposal made in opposition to the merger. As of the Origin record date, 1,352,193 shares of Origin common stock, or approximately 5.69% of the outstanding shares of Origin common stock entitled to vote at the Origin special meeting, are bound by the voting agreements.

Solicitation of Proxies; Expenses

This proxy solicitation is made by the Origin board of directors. Origin is responsible for its expenses incurred in preparing, assembling, printing, and mailing this joint proxy statement/prospectus to Origin shareholders. Proxies will be solicited through the mail. Additionally, directors and officers of Origin intend to solicit proxies personally or by telephone or other means of communication. The directors and officers will not be additionally compensated for any such solicitation. Origin will reimburse banks, brokers, and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners. In addition, Origin retains the discretion to engage a third-party proxy solicitor to assist Origin in soliciting proxies from the Origin shareholders.

Attending the Origin Special Meeting

All shareholders of Origin as of the Origin record date, including shareholders of record and shareholders who hold their shares in “street name” through banks, brokers, nominees or any other holder of record as of the Origin record date, are invited to attend the Origin special meeting. Shareholders of record of Origin common stock can vote in person at the Origin special meeting. If you are not a shareholder of record as of the Origin record date, you must obtain a proxy card, executed in your favor, from the record holder of your shares, such as a broker, bank or other nominee, to be able to vote in person at the Origin special meeting. If you plan to attend

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the Origin special meeting, you must hold your shares in your own name or have a letter from the record holder of your shares confirming your ownership. In addition, all Origin shareholders must bring a form of personal photo identification with you in order to be admitted. Origin reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the Origin special meeting is prohibited without Origin’s express written consent.

Origin Merger Proposal

Origin is asking its shareholders to approve the Origin merger proposal. Holders of Origin common stock should read this joint proxy statement/prospectus carefully and in its entirety, including the annexes, for more detailed information concerning the merger agreement and the merger. A copy of the merger agreement is attached to this joint proxy statement/prospectus as Annex A.

After careful consideration, the Origin board of directors, by a unanimous vote of all directors, approved the merger agreement and declared the merger agreement and the transactions contemplated thereby, including the merger and the issuance of shares of Origin common stock as merger consideration, to be advisable and in the best interest of Origin and its shareholders. See “The Merger—Origin’s Reasons for the Merger; Recommendation of the Origin Board of Directors” beginning on page 69 of this joint proxy statement/prospectus for a more detailed discussion of the Origin board of directors’ recommendation.

The Origin board of directors unanimously recommends a vote “FOR” the Origin merger proposal.

Origin Adjournment Proposal

The Origin special meeting may be adjourned to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Origin special meeting to approve the Origin merger proposal.

If, at the Origin special meeting, the number of shares of Origin common stock present or represented and voting in favor of the Origin merger proposal is insufficient to approve the Origin merger proposal, Origin intends to move to adjourn the Origin special meeting in order to enable the Origin board of directors to solicit additional proxies for approval of the Origin merger proposal. In that event, Origin will ask the holders of Origin common stock to vote upon the adjournment proposal, but not the Origin merger proposal.

In this proposal, Origin is asking the holders of Origin common stock to authorize the holder of any proxy solicited by the Origin board of directors on a discretionary basis to vote in favor of adjourning the Origin special meeting to another time and place for the purpose of soliciting additional proxies, including the solicitation of proxies from Origin shareholders who have previously voted.

The Origin board of directors unanimously recommends a vote “FOR” the Origin adjournment proposal.

Assistance

If you need assistance in completing your proxy card, have questions regarding Origin’s special meeting or would like additional copies of this joint proxy statement/prospectus, please contact Chris Reigelman, Investor Relations, at Origin by phone at (318) 497-3177 or by email to chris@originbank.com.

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THE MERGER

The following discussion contains certain information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference, and Origin and BTH urge you to carefully read this entire joint proxy statement/prospectus, including the merger agreement, for a more complete understanding of the merger.

Terms of the Merger

Each of the boards of directors of Origin and BTH has approved the merger agreement and the transactions contemplated thereby including, in the case of the Origin board of directors, the issuance of shares of Origin common stock as merger consideration. The merger agreement provides that, subject to the terms and conditions set forth in the merger agreement, BTH will merge with and into Origin, with Origin continuing as the surviving entity. Following the merger, BTH Bank, BTH’s wholly-owned banking subsidiary, will merge with and into Origin Bank, Origin’s wholly-owned banking subsidiary, with Origin Bank as the surviving bank.

If the merger is completed, in exchange for all outstanding shares of BTH common stock, Origin will issue an aggregate of 6,828,390 shares of its common stock to the shareholders of BTH. Each share of BTH common stock issued and outstanding immediately prior to the effective time of the merger will convert into the right to receive such shares’ pro rata share of the merger consideration. The merger consideration is subject to downward adjustment based on BTH’s adjusted tangible equity at closing. Following the completion of the merger, assuming no adjustment to the merger consideration, former BTH shareholders will own approximately 22.32% of the combined company based on the number of shares of Origin common stock outstanding as of April 25, 2022.

Origin’s shareholders and BTH’s shareholders are being asked to approve the Origin merger proposal and the BTH merger proposal, respectively. For more information regarding the terms of the merger agreement, including the consideration to be issued to BTH’s shareholders and potential adjustments thereto, see “The Merger Agreement” beginning on page 90, and the copy of the merger agreement attached as Annex A to this joint proxy statement/prospectus and incorporated herein by reference.

Background of the Merger

As part of the ongoing consideration and evaluation of their respective long-term prospects and strategies, each of Origin’s and BTH’s board of directors (which we refer to in this section as the “Origin board of directors” and the “BTH board of directors,” respectively) and the senior management of Origin and BTH have regularly reviewed and assessed their respective business strategies and objectives, including assessments of strategic growth opportunities potentially available to Origin and BTH. These strategic discussions have focused on, among other things, prospects and developments in the financial services industry, the regulatory environment, the economy and the financial markets generally, and the implications of such developments for financial institutions generally and Origin and BTH, in particular. These strategic discussions were part of the respective continuous efforts of Origin and BTH to enhance value for their respective shareholders and deliver the best possible services to their respective customers and communities.

These strategic reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Origin and BTH, respectively, and their respective shareholders of strategic combinations compared to the benefits and risks of continued operation as a stand-alone company. Factors assessed in connection with these reviews have included the benefits and risks of operating in existing and new markets, competition, potential expense and revenue synergies, regulatory requirements, the interest rate environment, scale and diversification, credit risk, market risk and the impacts of rapidly changing technology and the delivery channels for products and services.

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BTH’s historical strategy to building a successful organization and business has been based on the fundamental idea that the business’s foundation and infrastructure must be equipped to manage risk and deliver profitable growth for the long term. Since inception, BTH’s business model has been to accept necessary risks to generate a more desirable, long-term reward. These same attributes apply to the consideration of any business combination transaction.

In early 2019, Drake Mills, President and Chief Executive Officer of Origin, reached out to Bob Dyer, the Chairman and Chief Executive Officer of BTH at that time, to introduce himself and to express an interest in discussing a potential business combination transaction between the two institutions. While Mr. Dyer was interested in meeting Mr. Mills and exploring a potential transaction, due to Mr. Dyer’s cancer diagnosis soon thereafter a potential visit with Mr. Mills was placed on hold. Ultimately, no meeting was arranged due to Mr. Dyer’s passing away in October 2020.

On January 29, 2021, Mr. Mills telephoned Jay Dyer, Bob Dyer’s son and Executive Vice President of BTH, to discuss the possibility of a meeting to discuss their respective companies.

On February 8, 2021, Lori Sirman, President and Vice Chairman of BTH, and Jay Dyer met with Mr. Mills and other Origin officers in Dallas, Texas, where they discussed their respective companies, the similarity in their cultures and the potential synergies between their respective companies.

As a continuation of their previous conversations and to continue their socialization efforts, on May 5-6, 2021, Jay Dyer met with Mr. Mills and other Origin officers in Choudrant, Louisiana to continue discussions about the similarity in their cultures and the potential synergies between their respective companies.

On July 12, 2021, Ms. Sirman and Jay Dyer continued their discussions regarding a possible strategic business combination with Mr. Mills and other Origin officers in Choudrant, Louisiana, which discussions continued into July 13, 2021 in Ruston, Louisiana.

On August 13, 2021, BTH and Origin entered into a mutual Confidentiality Agreement and began to share information about each organization for due diligence purposes.

On September 13, 2021, Ms. Sirman and Jay Dyer met with Mr. Mills and other Origin officers in Dallas, Texas to continue their discussions regarding the potential synergies between the companies and the logistical and business questions surrounding a possible merger. They also discussed general structure and valuation thoughts about a business combination transaction between the organizations.

On September 20, 2021, at a special meeting of the BTH board of directors, BTH management advised the BTH board of directors of the preliminary discussions with Origin and the potential similarities in their cultures and approach to banking. BTH management also described the potential financial terms of a business combination with Origin on a preliminary basis.

From September 23 to September 26, 2021, the parties continued their discussions when Jay Dyer met with Mr. Mills and other Origin officers in Choudrant, Louisiana to further explore the possibility business combination, the customer service philosophies and cultures of each business, and the potential synergies.

On September 30, 2021, BTH engaged Piper Sandler as the financial advisor to the BTH board of directors.

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On October 19, 2021, at a regular meeting of the BTH board of directors, Ms. Sirman and Jay Dyer advised the board of Origin’s interest in pursuing a business combination transaction and the preliminary discussions. Also present at the meeting were representatives of Piper Sandler and Norton Rose Fulbright US LLP, which we refer to as “Norton Rose Fulbright,” legal counsel to BTH. At the meeting, BTH management briefed directors on due diligence undertaken to date as well as the discussions that had taken place between BTH and Origin since the prior BTH board of directors meeting. Ms. Sirman updated the BTH board of directors on the discussions regarding the potential strategic combination and provided a proposed timeline for due diligence and further evaluation of the potential transaction. Representatives of Norton Rose Fulbright described preliminary legal remarks to the BTH board of directors regarding its role, responsibilities and obligations. Representatives of Piper Sandler presented a preliminary financial analysis of the potential transaction to the BTH board of directors. Additionally, representatives of Piper Sandler discussed the assumptions used in Piper Sandler’s preliminary analysis, which would be adjusted as necessary after the completion of due diligence; the projected financial implications of the merger; and historical exchange ratios in precedent transactions of similar size. The BTH board of directors discussed the analysis of the economics and risks of the merger with the representatives of Piper Sandler and Norton Rose Fulbright. At the conclusion of the meeting, the BTH board of directors approved proceeding with negotiations with Origin.

On November 2, 2021, Ms. Sirman and Jay Dyer met with Mr. Mills and other Origin officers in Dallas, Texas to further discuss the prospective merger between Origin and BTH.

On November 4, 2021, Origin delivered a draft of a letter of intent to representatives of Piper Sandler.

On November 5, 2021, management of Origin met with representatives of Piper Sandler and Norton Rose Fulbright to review the terms of the letter of intent.

From November 6 to November 24, 2021, BTH and Origin negotiated the terms of the letter of intent.

At a special meeting of the BTH board of directors on November 15, 2021, BTH management updated the BTH board of directors on the due diligence process and the terms of the draft letter of intent received on November 4, 2021. After a fulsome discussion of BTH’s strategic plan and the potential benefits and risks of proceeding with discussions with Origin about a business combination transaction, the BTH board of directors authorized management to continue its dialogue with Origin regarding the potential transaction as generally outlined in the letter of intent and to report back to the BTH board of directors.

The November 4 draft of the letter of intent contemplated, among other things, the issuance of 6,671,936 shares of Origin common stock in exchange for all of the issued and outstanding shares of BTH common stock as of the effective time of the merger. The draft letter of intent did not provide a minimum adjusted tangible equity concept, a termination right for BTH upon a decline in Origin’s stock price, or board representation for the legacy BTH shareholders.

The parties continued to negotiate the terms of the letter of intent, including the number of shares of Origin common stock to be issued. On November 24, 2021, Origin delivered a revised draft of the letter of intent in which Origin agreed to increase the number of shares of Origin common stock to be issued to BTH common shareholders to 6,828,390. The November 24 draft of the letter of intent included a deal protection mechanism for Origin that would allow Origin to terminate the merger agreement if BTH’s tangible common equity at closing, after giving effect to BTH’s expenses of the transaction, was less than $204 million, as well as deal protection mechanism for BTH that would allow BTH to terminate the merger agreement upon a specified decline in Origin’s stock price (subject to Origin’s ability to deliver a minimum amount of merger consideration). In addition, the revised letter of intent provided that Origin would, at the effective time of the merger, increase the size of the Origin board of directors by two and appoint two outside directors mutually agreeable to Origin and BTH.

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On November 26, 2021, the board of directors of BTH held a special meeting. Also present at the meeting were representatives of Piper Sandler and Norton Rose Fulbright. At the meeting, management of BTH described the revised letter of intent to the BTH board of directors and the representatives of Piper Sandler and Norton Rose Fulbright answered questions about the letter of intent. After a lengthy discussion, the BTH board of directors approved further negotiations with Origin regarding the letter of intent specifically to address concerns associated with the termination right regarding the amount of tangible adjusted equity that would be required at closing and representation on the Origin board of directors for legacy BTH shareholders.

Following the delivery by Origin of the November 24 draft letter of intent, BTH and Origin continued to negotiate the terms of the letter of intent, particularly around the amount of tangible adjusted equity that BTH would be required to deliver at closing, a potential adjustment to the exchange ratio if BTH delivered less than the stated amount of adjusted tangible equity (rather than a termination right), and the mechanics associated with determining such adjustment to the exchange ratio.

On December 3, 2021, Origin delivered a revised draft letter of intent to Origin. As a result of the discussions between the parties and their respective advisors, the December 3 draft letter of intent removed the termination right associated with BTH’s tangible common equity and replaced it with a purchase price adjustment in the event BTH’s Adjusted Tangible Equity, as defined in the letter of intent, was less than $201 million at closing. The December 3rd letter of intent also provided that Ms. Sirman and Jay Dyer would be appointed to serve on the Origin board of directors as of the closing of the merger and for the two annual meetings of Origin shareholders thereafter.

After December 3, 2021, Origin and BTH continued to discuss the Adjusted Tangible Equity purchase price adjustment, particularly as it related to the impact of fluctuations in the value of BTH’s securities portfolio on that calculation.

As a result of those discussions, on December 20, 2021, Origin delivered a revised letter of intent providing for a minimum Adjusted Tangible Equity of $198 million. The December 20 draft letter of intent also provided that BTH would designate its two Origin board representatives, who would be appointed to the board of Origin if reasonably acceptable to Origin.

At a BTH board of directors meeting on December 20, 2021, management of BTH as well as representatives of Piper Sandler and Norton Rose Fulbright described the changes to the letter of intent since the last BTH board meeting as well as BTH management’s expectation regarding BTH’s Adjusted Tangible Equity at closing. At the conclusion of the meeting, the BTH board of directors approved the letter of intent and authorized management of BTH to execute and deliver it to Origin.

On December 21, 2021, BTH and Origin executed the letter of intent.

Following execution of the letter of intent, the parties and their respective representatives conducted further due diligence. Origin engaged a third-party loan review firm to provide an analysis of BTH’s loan portfolio.

The parties continued their discussions surrounding a potential business combination, the benefits for the respective companies and their shareholders, and the cultural impact on the businesses on January 5, 2022, when Ms. Sirman and Jay Dyer met with Mr. Mills and other Origin officers in Dallas, Texas.

On January 12, 2022, Ms. Sirman and Jay Dyer strategized with Mr. Mills and other Origin officers in Dallas, Texas, regarding the possible transaction structure and social issues associated with the combined company.

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On January 18, 2022, Messrs. Mills and Reigelman met with the board of directors for BTH in Tyler, Texas to discuss the potential merger, consider potential risks related to the transaction, and discuss the potential expected benefits of the proposed strategic business combination.

On January 24, 2022, Fenimore Kay Harrison LLP, legal counsel to Origin, delivered a draft of the merger agreement to Norton Rose Fulbright. Between January 24 and February 23, 2022, representatives of BTH and Origin, along with their respective financial and legal advisors negotiated the terms of the merger agreement and the ancillary documents including, the method to calculate an adjustment to the merger consideration in the event that BTH’s Adjusted Tangible Equity at closing is less than $198 million and providing that the maximum amount of accumulated other comprehensive loss resulting from unrealized securities losses (defined in the merger agreement as “Securities AOCI”), that would be included in BTH’s Adjusted Tangible Equity is $5 million.

The parties met in Ruston, Louisiana on February 10, 2022, to discuss the logistics and details surrounding the proposed merger among Ms. Sirman, Jay Dyer, other BTH officers and Mr. Mills and other Origin officers.

On February 11, 2022, Origin engaged Stephens Inc., which we refer to as “Stephens,” as the financial advisor to the Origin board of directors.

On February 21, 2022, the BTH board of directors held a special meeting to analyze and further consider the negotiated terms of the proposed merger and entry into the merger agreement by BTH. Members of BTH management and representatives of Norton Rose Fulbright and Piper Sandler also attended this meeting. Piper Sandler reviewed its financial analysis of the proposed merger with the BTH board of directors and rendered to the BTH board of directors an oral opinion, which was subsequently confirmed by delivery of a written opinion, to the BTH board of directors to the effect that, as of the date of such written opinion and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken as described in such written opinion, the per share merger consideration provided for pursuant to the merger agreement was fair, from a financial point of view, to holders of BTH common stock. Representatives of Norton Rose Fulbright then provided an updated summary of the proposed terms of the merger agreement and the ancillary agreements, reviewed the BTH board of directors’ fiduciary duties in connection with its evaluation of the potential merger and described the resolutions the directors of BTH would be asked to consider if they were to approve the merger. At the conclusion of the meeting, after careful review and discussion by the BTH board of directors, including consideration of the factors described below under “The Merger- BTH’s Reasons for the Merger; Recommendation of BTH’s Board of Directors,” the BTH board of directors determined that the merger agreement and the transactions contemplated thereby were advisable and in the best interests of BTH and its shareholders, and approved the merger agreement and the transactions contemplated thereby and entry into the merger agreement by BTH.

On February 23, 2022, the Origin board of directors held a meeting, which was attended by representatives of Stephens and Fenimore Kay Harrison LLP. Representatives of Fenimore Kay Harrison LLP reviewed the final terms of the proposed merger agreement and related transaction documents with the Origin board of directors. Also at this meeting, Stephens reviewed with the Origin board of directors its financial analysis of the merger consideration delivered to the Origin board of directors its written opinion, dated February 23, 2022, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the consideration to be given by Origin in the transaction, is fair, from a financial point of view, to Origin. See “The Merger—Opinion of Origin’s Financial Advisor.” After taking into consideration the matters discussed during this meeting and prior meetings of the Origin board of directors, including the factors described under the section of this joint proxy statement/prospectus entitled “The Merger—Origin’s Reasons for the Merger; Recommendation of the Origin Board of Directors,” the Origin board of directors unanimously approved the merger agreement and related actions and recommended the adoption and approval of the merger agreement and transactions to the Origin shareholders. On February 23, 2022, BTH and Origin executed the merger agreement.

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The transaction was announced the morning of Thursday, February 24, 2022, before the opening of the financial markets in New York, in a press release jointly issued by Origin and BTH.

BTH’s Reasons for the Merger; Recommendation of the BTH Board of Directors

The BTH board of directors believes that the merger is in the best interests of BTH and the shareholders. Accordingly, the BTH board of directors has approved the merger agreement and recommends that the BTH shareholders vote “FOR” approval of the BTH merger proposal.

In reaching its decision to approve the merger agreement and to recommend its approval to BTH shareholders, the BTH board of directors evaluated the merger and the merger agreement in consultation with its executive management, Piper Sandler, BTH’s outside financial advisor, and BTH’s legal counsel. In arriving at its recommendation, the BTH board of directors considered a number of factors, including the following:

·the BTH board of directors’ familiarity with and review of the information concerning the business, results of operations, financial condition, competitive position and future prospects of BTH;
·the belief of the BTH board of directors that the value of the merger consideration to be received by BTH’s shareholders pursuant to the merger agreement represents a fair price for the shares of BTH’s common stock;
·the financial terms of recent business combinations in the financial services industry and a comparison of the multiples of selected combinations with the terms of the proposed transition with Origin;
·the treatment of the merger as a “reorganization” within the meaning of Section 368(a) of the Code with the result that the BTH common stock exchanged for Origin common stock is generally tax-free, depending on each BTH shareholder’s individual circumstances;
·the current and prospective environment in which BTH operates, including overall local and regional economic conditions, the competitive environment for banks and other financial institutions, the increased regulatory burdens on financial institutions and the trend toward consolidation in the banking industry;
·the results that BTH could expect to achieve operating independently, and the likely risks and benefits to shareholders of that course of action, as compared with the value of the merger consideration;
·the opportunities and prospects of BTH for future organic growth and/or future growth through acquisitions;
·the limited liquidity that BTH shareholders have with respect to their investment in BTH, for which there is no active public market, and that shareholders of BTH will receive merger consideration in shares of Origin common stock, which is publicly traded on the NASDAQ Global Select Market, which would be expected to provide such shareholders with increased liquidity of their investment;
·the resources required to keep pace with technology and cybersecurity risks;
·that a merger with a larger bank holding company could provide the opportunity to realize economies of scale, add infrastructure and operational support and enhance customer products and services;
·the belief of the BTH board of directors that Origin emphasizes many of the same values embraced by BTH in the conduct of its business, such as, excellent customer service, employee development and delivering value to shareholders;
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·the prospects for continued growth and enhanced performance of the combined company;
·the opinion rendered to the BTH board of directors by Piper Sandler to the effect that, as of February 21, 2022, and based on and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Piper Sandler as described in such written opinion, the per share merger consideration provided for pursuant to the merger agreement was fair, from a financial point of view, to holders of BTH common stock;
·the historical performance of Origin;
·the anticipated likelihood of Origin to receive the requisite regulatory approvals in a timely manner;
·the belief that the proposed merger enables BTH to maintain meaningful influence in the direction of the newly combined company;
·the potential effect of the merger on BTH’s employees, including the prospects for continued employment and the severance and other benefits agreed to be provided by Origin to BTH’s employees; and
·the terms and conditions of the merger agreement, including the parties’ respective representations, warranties, covenants and other agreements, the conditions to closing and the limitations on BTH’s ability to pursue other merger opportunities.

 

The BTH board of directors also considered the risks and potential negative factors outlined below, but concluded that the anticipated benefits of combining with Origin were likely to outweigh substantially these risks and factors. These risks included:

·the lack of control of the BTH board of directors and BTH’s shareholders over future operations and strategy of the combined company as compared to remaining independent;
·the requirement that BTH conduct its business in the ordinary course and the other restrictions on the conduct of BTH’s business before completion of the merger, which could delay or prevent BTH from undertaking business opportunities that may arise before completion of the merger;
·the possibility that BTH may not be able to deliver $198 million in adjusted tangible equity at closing which would result in a reduction of the merger consideration;
·the fact that the value of the merger consideration will fluctuate between the date of the merger agreement and the closing date and will not be known at the time the BTH shareholders vote on the BTH merger proposal;
·the fact that certain benefits of the merger are reliant on the successful operation of Origin in the future as opposed to selling BTH entirely for cash, which would deliver all value to BTH shareholders upon closing of such a sale;
·that under the merger agreement, BTH may not solicit competing proposals for the acquisition of BTH; and
·BTH’s obligation to pay Origin a termination fee of $12.0 million in certain circumstances.

The reasons set out above for the merger are not intended to be exhaustive but are believed to include material factors considered by the BTH board of directors in approving the merger. In reaching its determination, the BTH board of directors did not assign any relative or specific weights to different factors, and individual directors may have given different weights to different factors.

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The BTH board of directors conducted an overall analysis of the factors described above as a whole, including thorough discussions with, and questioning of, its executive management and outside financial and legal advisors. Based on the reasons stated, the BTH board of directors believed that the merger was in the best interest of BTH’s shareholders and approved the merger agreement and the merger. All directors present at the meeting of the BTH board of directors voted to approve the merger agreement and the merger.

The foregoing explanation of the BTH board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed in the section entitled “Special Cautionary Note Regarding Forward-Looking Statements” beginning on page 24.

The BTH board of directors determined that the merger and the merger agreement are in the best interests of BTH and its shareholders. Accordingly, the BTH board of directors approved the merger and the merger agreement and unanimously recommends that BTH shareholders vote “FOR” approval of the BTH merger proposal and “FOR” the BTH Adjournment Proposal.

Certain Unaudited Prospective Financial Information Considered by BTH’s Financial Advisor

BTH and Origin do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, earnings or other results given, among other reasons, the inherent uncertainty of the underlying assumptions and estimates, other than, from time to time with respect to Origin, estimated ranges of certain expected financial results and operational metrics for the current year and certain future years in its regular earnings press releases and other investor materials.

However, in connection with the merger, (a) Origin’s management prepared certain unaudited prospective financial information with respect to Origin for the calendar years 2024 through 2026 on a standalone basis without giving effect to the merger, which unaudited information was provided to Piper Sandler for the purposes of its analysis performed in connection with its fairness opinion, and (b) BTH’s management prepared certain unaudited prospective financial information with respect to BTH for the calendar years 2022 through 2026 on a standalone basis without giving effect to the merger, which unaudited information was provided to Piper Sandler for the purposes of its analysis performed in connection with its fairness opinion. The fairness opinion issued by Piper Sandler is described in more detail in this joint proxy statement/prospectus under “—Opinion of BTH’s Financial Advisor.” In this section, we refer to this information considered by Piper Sandler collectively as the “prospective financial information.”

The prospective financial information was not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP. A summary of certain significant elements of this information is set forth below, and is included in this joint proxy statement/prospectus solely for the purpose of providing BTH shareholders access to certain nonpublic information made available to Piper Sandler, BTH’s financial advisor for the purpose of performing financial analyses in connection with its fairness opinion.

Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions made by BTH’s senior management or Origin’s senior management, as applicable, at the time such prospective financial information was prepared or approved for use by the financial advisors and represent BTH senior management’s or Origin senior management’s respective evaluation of BTH’s expected future financial performance on a stand-alone basis, without reference to the merger, and Origin senior management’s evaluation of Origin’s expected future financial performance on a stand-alone basis, without reference to the merger. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions, and future business decisions that may not be realized and that are inherently subject

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to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in which BTH and Origin operate and the risks and uncertainties described under “Risk Factors,” and “Special Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of BTH and Origin and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of BTH or Origin could or might have taken during these time periods.

The inclusion in this joint proxy statement/prospectus of the unaudited prospective financial information below should not be regarded as an indication that BTH, Origin, or their respective boards of directors or financial advisors, considered, or now consider, this prospective financial information to be material information to any BTH shareholders or Origin shareholders, as the case may be, particularly in light of the inherent risks and uncertainties associated with such prospective financial information. The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and do not take into account any circumstances or events occurring after the date they were prepared. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this joint proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which Origin would operate the combined company after the merger.

Henry & Peters, PC (BTH’s independent auditor) and BKD, LLP (Origin’s independent registered public accounting firm) have not examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these prospective financial information and, accordingly, Henry & Peters, PC and BKD, LLP have not expressed any opinion or given any other form of assurance with respect thereto and they assume no responsibility for the prospective financial information. The reports of Henry & Peters, PC and BKD, LLP included or incorporated by reference in this joint proxy statement/prospectus relate to the historical financial information of BTH and Origin, respectively. Such reports do not extend to the prospective financial information and should not be read to do so. No independent auditor or independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these prospective financial information and, accordingly, no independent auditor or independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent auditor or independent registered public accounting firm assumes any responsibility for the prospective financial information.

Prospective Financial Information Considered by BTH’s Financial Advisor

The following table presents select unaudited financial forecasts of BTH for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of BTH, which was used by BTH’s financial advisor in connection with its financial analysis.

 

BTH Internal Financial Projections (Unaudited)
     
   For the Year Ended December 31, 
   2022   2023   2024   2025   2026 
Net income (in thousands)  $25,399   $30,428   $32,247   $37,420   $39,261 
Earnings per share  $2.42   $2.90   $3.07   $3.57   $3.74 
Common dividends per share  $0.00   $0.00   $0.00   $0.00   $0.00 
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Origin Prospective Financial Information

 

The following table presents select unaudited financial forecasts of Origin. Piper Sandler used publicly available mean analyst net income estimates for Origin for the years ending December 31, 2022 and 2023, as well as an estimated growth rate for Origin for the years ending December 31, 2024 through December 31, 2026, and estimated dividends per share for Origin for the years ending December 31, 2022 through December 31, 2026, confirmed by the senior management of Origin.

 

Origin Internal Financial Projections (Unaudited)
     
   For the Year Ended December 31, 
Origin Bancorp, Inc.  2022   2023   2024   2025   2026 
Net income (in thousands)  $82,076   $89,201   $93,661   $98,344   $103,262 
Earnings per share  $3.47   $3.77   $3.96   $4.16   $4.37 
Common dividends per share  $0.53   $0.58   $0.63   $0.68   $0.73 

 

General

The prospective financial information considered by Piper Sandler was prepared separately using, in some cases, different assumptions as between BTH and Origin, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed and is not intended to represent forecasted financial information for the combined company if the merger is completed. In addition, the prospective financial information considered by Piper Sandler was prepared separately from the prospective financial information considered by Stephens in connection with its financial analysis. See “—Prospective Financial Information Considered by Origin’s Financial Advisor.”

By including in this joint proxy statement/prospectus a summary of the prospective financial information, neither Origin nor BTH nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Origin or BTH compared to the information contained in the prospective financial information. Neither Origin, BTH, nor, after completion of the merger, the combined company, undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions. None of Origin, BTH or their respective advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Origin or BTH or other person regarding Origin’s or BTH’s ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. The prospective financial information included above is provided because it was made available to and considered by BTH, its board of directors and its financial advisor in connection with the merger.

In light of the foregoing, and considering that the Origin and BTH special meetings will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Origin shareholders and BTH shareholders are cautioned not to place undue reliance on such information, and are urged to review BTH’s audited financial statements for the year ended December 31, 2021 contained herein and Origin’s most recent SEC filings. See the section entitled “Where You Can Find More Information.” The prospective financial information summarized in this section is not included in this joint proxy statement/prospectus in order to induce any holder of Origin common stock to vote in favor of the Origin merger proposal or any of the other proposals to be voted on at the Origin special meeting or to induce any holder of BTH common stock to vote in favor of the BTH merger proposal or any of the other proposals to be voted on at the BTH special meeting.

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Opinion of BTH’s Financial Advisor

BTH retained Piper Sandler to act as financial advisor to BTH’s board of directors in connection with BTH’s consideration of a possible business combination with Origin. BTH selected Piper Sandler to act as its financial advisor because Piper Sandler is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Piper Sandler is regularly engaged in the valuation of financial institutions and their securities in connection with mergers and acquisitions and other corporate transactions.

 

Piper Sandler acted as financial advisor to BTH’s board of directors in connection with the proposed merger and participated in certain of the negotiations leading to the execution of the merger agreement. At the February 21, 2022 meeting at which BTH’s board of directors considered the merger and the merger agreement, Piper Sandler delivered to the board of directors its oral opinion, which was subsequently confirmed in writing on February 21, 2022, to the effect that, as of such date, the per share merger consideration was fair to the holders of BTH’s common stock from a financial point of view. The full text of Piper Sandler’s opinion is attached as Annex B to this joint proxy statement/prospectus. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Piper Sandler in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of BTH common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

 

Piper Sandler’s opinion was directed to the board of directors of BTH in connection with its consideration of the merger and the merger agreement and does not constitute a recommendation to any shareholder of BTH as to how any such shareholder should vote at any meeting of shareholders called to consider and vote upon the approval of the merger and the merger agreement. Piper Sandler’s opinion was directed only to the fairness, from a financial point of view, of the per share merger consideration to the holders of BTH common stock and did not address the underlying business decision of BTH to engage in the merger, the form or structure of the merger or any other transactions contemplated in the merger agreement, the relative merits of the merger as compared to any other alternative transactions or business strategies that might exist for BTH or the effect of any other transaction in which BTH might engage. Piper Sandler also did not express any opinion as to the fairness of the amount or nature of the compensation to be received in the merger by any officer, director or employee of BTH, or any class of such persons, if any, relative to the compensation to be received in the merger by any other shareholder. Piper Sandler’s opinion was approved by Piper Sandler’s fairness opinion committee.

In connection with its opinion, Piper Sandler reviewed and considered, among other things:

 

·A draft of the merger agreement, dated February 21, 2022;
·certain publicly available financial statements and other historical financial information of BTH that Piper Sandler deemed relevant;
·certain publicly available financial statements and other historical financial information of Origin that Piper Sandler deemed relevant;
·net income estimates for BTH for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of BTH;
·publicly available mean analyst net income estimates for Origin for the years ending December 31, 2022 and December 31, 2023, as well as an estimated net income growth rate for Origin for the years ending December 31, 2024 through December 31, 2026 and estimated dividends per share for Origin for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of Origin;
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·the pro forma financial impact of the Merger on Origin based on certain assumptions relating to transaction expenses, purchase accounting adjustments, cost synergies and savings, as well as the loss of a certain amount of interchange revenue in the years ending December 31, 2023 through December 31, 2026, as provided by the senior management of Origin and confirmed by the senior management of BTH;
·the publicly reported historical price and trading activity for Origin common stock, including a comparison of certain stock trading information for Origin common stock and certain stock indices, as well as similar publicly available information for certain other companies, the securities of which are publicly traded;
·a comparison of certain financial and market information for BTH and Origin with similar financial institutions for which information is publicly available;
·the financial terms of certain recent business combinations in the bank and thrift industry (on a nationwide basis), to the extent publicly available;
·the current market environment generally and the banking environment in particular; and
·such other information, financial studies, analyses and investigations and financial, economic and market criteria as Piper Sandler considered relevant.

Piper Sandler also discussed with certain members of the senior management of BTH and its representatives the business, financial condition, results of operations and prospects of BTH and held similar discussions with certain members of the senior management of Origin and its representatives regarding the business, financial condition, results of operations and prospects of Origin.

 

In performing its review, Piper Sandler relied upon the accuracy and completeness of all of the financial and other information that was available to and reviewed by Piper Sandler from public sources, that was provided to Piper Sandler by BTH or Origin or their respective representatives, or that was otherwise reviewed by Piper Sandler, and Piper Sandler assumed such accuracy and completeness for purposes of rendering its opinion without any independent verification or investigation. Piper Sandler further relied on the assurances of the respective senior managements of BTH and Origin that they were not aware of any facts or circumstances that would have made any of such information inaccurate or misleading in any respect material to Piper Sandler’s analysis. Piper Sandler was not asked to and did not undertake an independent verification of any of such information and Piper Sandler did not assume any responsibility or liability for the accuracy or completeness thereof. Piper Sandler did not make an independent evaluation or perform an appraisal of the specific assets, the collateral securing assets or the liabilities (contingent or otherwise) of BTH or Origin, nor was Piper Sandler furnished with any such evaluations or appraisals. Piper Sandler rendered no opinion or evaluation on the collectability of any assets or the future performance of any loans of BTH or Origin. Piper Sandler did not make an independent evaluation of the adequacy of the allowance for loan or credit losses of BTH or Origin, or of the combined entity after the merger, and Piper Sandler did not review any individual credit files relating to BTH or Origin. Piper Sandler assumed, with BTH’s consent, that the respective allowances for loan or credit losses for both BTH and Origin were adequate to cover such losses and would be adequate on a pro forma basis for the combined entity.

In preparing its analyses, Piper Sandler used net income estimates for BTH for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of BTH. In addition, Piper Sandler used publicly available mean analyst net income estimates for Origin for the years ending December 31, 2022 and December 31, 2023, as well as an estimated net income growth rate for Origin for the years ending December 31, 2024 through December 31, 2026 and estimated dividends per share for Origin for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of Origin. Piper Sandler also received and used in its pro forma analyses certain assumptions relating to transaction expenses, purchase accounting

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adjustments, cost synergies and savings, as well as the loss of a certain amount of interchange revenue in the years ending December 31, 2023 through December 31, 2026 (based on the assumption that Origin would cross the $10 billion total asset threshold prior to December 31, 2023), as provided by the senior management of Origin and confirmed by the senior management of BTH. With respect to the foregoing information, the respective senior managements of BTH and Origin confirmed to Piper Sandler that such information reflected (or, in the case of the publicly available analyst estimates referred to above, were consistent with) the best currently available estimates and judgments of those respective managements as to the future financial performance of BTH and Origin, respectively, and the other matters covered thereby, and Piper Sandler assumed that the future financial performance reflected in such information would be achieved. Piper Sandler expressed no opinion as to such information, or the assumptions on which such information was based. Piper Sandler also assumed that there had been no material change in the respective assets, financial condition, results of operations, business or prospects of BTH or Origin since the date of the most recent financial statements made available to Piper Sandler. Piper Sandler assumed in all respects material to its analyses that BTH and Origin would remain as going concerns for all periods relevant to its analyses.

 

Piper Sandler also assumed, with BTH’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms and conditions of the merger agreement and all related agreements, that all of the representations and warranties contained in such agreements were true and correct in all material respects, that each of the parties to such agreements would perform in all material respects all of the covenants and other obligations required to be performed by such party under such agreements and that the conditions precedent in such agreements were not and would not be waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on BTH, Origin, the merger or any related transactions, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements. Finally, with BTH’s consent, Piper Sandler relied upon the advice that BTH received from its legal, accounting and tax advisors as to all legal, accounting and tax matters relating to the merger and the other transactions contemplated by the merger agreement. Piper Sandler expressed no opinion as to any such matters.

Piper Sandler’s opinion was necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Piper Sandler as of, the date thereof. Events occurring after the date thereof could materially affect Piper Sandler’s opinion. Piper Sandler has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof. Piper Sandler expressed no opinion as to the trading value of Origin common stock at any time or what the value of Origin common stock would be once it is actually received by the holders of BTH common stock.

 

In rendering its opinion, Piper Sandler performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Piper Sandler’s opinion or the presentation made by Piper Sandler to BTH’s board of directors, but is a summary of the material analyses performed and presented by Piper Sandler. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex process involving subjective judgments as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. The process, therefore, is not necessarily susceptible to a partial analysis or summary description. Piper Sandler believes that its analyses must be considered as a whole and that selecting portions of the factors and analyses to be considered without considering all factors and analyses, or attempting to ascribe relative weights to some or all such factors and analyses, could create an incomplete view of the evaluation process underlying its opinion. Also, no company included in Piper Sandler’s comparative analyses described below is identical to BTH or Origin and no transaction is identical to the merger. Accordingly, an analysis of comparable companies or transactions involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies and other

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factors that could affect the public trading values or transaction values, as the case may be, of BTH and Origin and the companies to which they were compared. In arriving at its opinion, Piper Sandler did not attribute any particular weight to any analysis or factor that it considered. Rather, Piper Sandler made qualitative judgments as to the significance and relevance of each analysis and factor. Piper Sandler did not form an opinion as to whether any individual analysis or factor (positive or negative) considered in isolation supported or failed to support its opinion, rather, Piper Sandler made its determination as to the fairness of the per share merger consideration to the holders of BTH common stock on the basis of its experience and professional judgment after considering the results of all its analyses taken as a whole.

 

In performing its analyses, Piper Sandler also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of BTH, Origin, and Piper Sandler. The analyses performed by Piper Sandler are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Piper Sandler prepared its analyses solely for purposes of rendering its opinion and provided such analyses to BTH’s board of directors at its February 21, 2022 meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Piper Sandler’s analyses do not necessarily reflect the value of BTH common stock or Origin common stock or the prices at which BTH or Origin common stock may be sold at any time. The analyses of Piper Sandler and its opinion were among a number of factors taken into consideration by BTH’s board of directors in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of BTH’s board of directors with respect to the fairness of the per share merger consideration.

 

Summary of Proposed Merger Consideration and Implied Transaction Metrics

 

Piper Sandler reviewed the financial terms of the proposed merger. Pursuant to the terms of the merger agreement, at the effective time of the merger each share of BTH common stock issued and outstanding immediately prior to the effective time of the transaction, except for certain shares as set forth in the merger agreement, shall be converted into the right to receive the per share merger consideration. Piper Sandler calculated an aggregate implied transaction value of approximately $315.7 million and an implied purchase price per share of $29.70 consisting of the implied value of 10,429,681 shares of BTH common stock, net of 136,631 shares extinguished pursuant to the termination of the KSOP and 928,423 BTH options outstanding with a weighted average strike price of $18.94, based on the $44.77 closing price of Origin common stock on February 18, 2022. For purposes of its analysis, Piper Sandler assumed, with BTH’s consent, an exchange ratio of 0.6634, which is the quotient of the number of shares of Origin common stock to be issued in the proposed merger divided by 10,293,050 (the number of shares of BTH common stock outstanding as of the date of its opinion less the shares extinguished in terminating the KSOP). Based upon financial information for BTH as of or for the last twelve months (“LTM”) ended December 31, 2021 and the closing price of Origin’s common stock on February 18, 2022, Piper Sandler calculated the following implied transaction metrics:

 

Transaction Price / Tangible Book Value Per Share   154%
Transaction Price / LTM Earnings Per Share   20.8x
Transaction Price / 2022E EPS¹   12.6x
Transaction Price / 2023E EPS¹   10.5x
Core Deposit Premium²   8.2%
Core Deposit Premium³   6.6%

 

Note: As of December 31, 2021 unless otherwise indicated

1Confirmed by BTH senior management
2Core deposits defined as total deposits less time deposits with balances greater than $100,000
3Core deposits defined as total deposits less time deposits with balances greater than $250,000
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Stock Trading History

Piper Sandler reviewed the publicly available historical reported trading price of Origin common stock for the one-year and three-year periods ended February 18, 2022. Piper Sandler then compared the relationship between the movements in the price of Origin common stock to movements in its peer group (as described below) as well as certain stock indices.

Origin’s One-Year Stock Performance

   Beginning Value
February 18, 2021
   Ending Value
February 18, 2022
 
Origin    100%   136.1%
Origin Peer Group   100%   123.7%
S&P 500 Index   100%   111.1%
Nasdaq Bank Index    100%   117.9%

Origin’s Three-Year Stock Performance

   Beginning Value
February 18, 2019
   Ending Value
February 18, 2022
 
Origin    100%   126.1%
Origin Peer Group   100%   130.5%
S&P 500 Index   100%   156.7%
Nasdaq Bank Index    100%   124.1%

 

Comparable Company Analyses

Piper Sandler used publicly available information to compare selected financial information for BTH with a group of financial institutions selected by Piper Sandler. The BTH peer group included: major exchange-traded (NYSE, NYSEAM, Nasdaq) bank holding companies headquartered in Arkansas, Mississippi, Louisiana, Oklahoma and Texas with total assets between $1 billion and $5 billion, but excluded targets of announced merger transactions (the “BTH Peer Group”). The BTH Peer Group consisted of the following companies:

  Bank7 Corporation
  Business First Bancshares, Inc.
  Citizens Holding Company
  First Guaranty Bancshares, Inc.
  Guaranty Bancshares, Inc.
  Home Bancorp, Inc.
  Investar Holding Corporation
  Red River Bancshares, Inc.
  South Plains Financial, Inc.
  Third Coast Bancshares, Inc.
   

The analysis compared publicly available financial information for BTH with corresponding data for the BTH Peer Group as of or for the year ended December 31, 2021 (unless otherwise noted) with pricing data as of February 18, 2022. The table below sets forth the data for BTH and the median, mean, low and high data for the BTH Peer Group. Certain financial data prepared by Piper Sandler, as referenced in the table presented below, may not correspond to the data presented in BTH’s historical financial statements as a result of the different periods, assumptions and methods used by Piper Sandler to compute the financial data presented.

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BTH Comparable Company Analysis

       BTH   BTH   BTH   BTH 
       Peer Group   Peer Group   Peer Group   Peer Group 
   BTH   Median   Mean   Low   High 
                     
Total assets ($M)   2,003    2,908    2,848    1,350    4,726 
Loans/Deposits (%)   72.6    75.6    75.7    51.4    96.6 
Loan loss reserves/Gross loans (%)   1.37    1.11    1.14    0.79    1.67 
Non-performing assets¹/Total assets (%)   0.75    0.54    0.59    0.14    1.45 
Tangible common equity/Tangible assets (%)   10.15    8.76    8.66    6.04    11.28 
Tier 1 Leverage Ratio (%)   10.16    9.43    9.68    8.12    13.01 
Total RBC Ratio2 (%)   N/A    14.03    14.48    11.22    18.40 
MRQ Net interest margin (%)   2.97    3.56    3.65    2.51    5.03 
LTM Return on average assets (%)   0.75    1.16    1.15    0.31    2.15 
LTM Efficiency ratio (%)   39.0    62.4    61.6    35.2    78.9 
Price/Tangible book value (%)   N/A    127    132    105    183 
Price/Annualized LTM EPS (x)   N/A    10.7    12.3    7.0    26.5 
Price/Annualized 20223 EPS (x)   N/A    11.2    11.5    7.9    20.5 
Price/Annualized 20233 EPS (x)   N/A    9.4    9.4    6.8    11.2 
Current Dividend Yield (%)       2.03    2.27    .54    5.34 
Market value ($M)   N/A    329    325    101    547 

 

1Nonperforming assets defined as nonaccrual loans and leases, renegotiated loans and leases, and real estate owned
2BTH has adopted the Community Bank Leverage Ratio (“CBLR”) and does not report risk-based capital or risk-weighted assets. Analysis of the BTH Peer Group excludes any companies that have similarly elected CBLR.
3Based on median analyst consensus estimates where available

Piper Sandler used publicly available information to perform a similar analysis for Origin by comparing selected financial information for Origin with a group of financial institutions selected by Piper Sandler. The Origin peer group included major exchange-traded (NYSE, NYSEAM, Nasdaq) banks headquartered in the Southwest and Southeast regions (as defined by S&P Capital IQ Pro) with total assets between $5 billion and $10 billion, but excluded targets of announced merger transactions (the “Origin Peer Group”). The Origin Peer Group consisted of the following companies:

  Amerant Bancorp, Inc.
  BancFirst Corporation
  City Holding Company
  National Bank Holdings Corporation
  Seacoast Banking Corporation of Florida
  Southside Bancshares, Inc.
  The First Bancshares, Inc.
  Veritex Holdings, Inc.
   

The analysis compared publicly available financial information for Origin with corresponding data for the Origin Peer Group as of or for the year ended December 31, 2021 (unless otherwise noted) with pricing data as of February 18, 2022. The table below sets forth the data for Origin and the median, mean, low and high data for the Origin Peer Group.

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Origin Comparable Company Analysis

       Origin   Origin   Origin   Origin 
       Peer Group   Peer Group   Peer Group   Peer Group 
   Origin   Median   Mean   Low   High 
                     
Total assets ($M)   7,861    7,449    7,880    6,004    9,757 
Loans/Deposits (%)   79.6    72.3    74.4    56.6    100.3 
Loan loss reserves/Gross loans (%)   1.22    1.06    1.08    0.51    1.40 
Non-performing assets¹/Total assets (%)   0.46    0.58    0.55    0.16    0.82 
Tangible common equity/Tangible assets (%)   8.69    10.06    9.91    8.32    10.87 
Tier 1 Leverage Ratio (%)   9.20    9.89    10.08    9.05    11.70 
Total RBC Ratio (%)   14.8    17.0    16.4    11.6    18.6 
MRQ Net interest margin (%)   3.04    3.16    3.13    2.89    3.39 
LTM Return on average assets (%)   1.45    1.48    1.43    1.17    1.59 
LTM Efficiency ratio (%)   58.1    54.3    56.1    46.8    74.7 
Price/Tangible book value (%)   157    201    199    146    253 
Price/Annualized LTM EPS (x)   9.7    14.3    13.9    11.0    16.9 
Price/Annualized 2022² EPS (x)   12.9    15.8    15.7    12.0    19.6 
Price/Annualized 2023² EPS (x)   11.9    14.0    14.1    10.9    17.9 
Current Dividend Yield (%)   1.18    1.95    2.07    1.09    3.27 
Market value ($B)   1.1    1.4    1.6    0.8    2.5 

 

1Nonperforming assets include nonaccrual loans and leases and foreclosed or repossessed assets; excludes TDRs
2Based on median analyst consensus estimates where available

Analysis of Precedent Transactions

Piper Sandler reviewed a group of recent merger and acquisition transactions. The group consisted of bank and thrift transactions, where financial terms were disclosed, announced between January 1, 2021 and February 21, 2022 for nationwide targets with total assets between $1.5 billion and $2.5 billion and return on average assets greater than zero (the “Nationwide Precedent Transactions”).

The Nationwide Precedent Transactions group was composed of the following transactions:

Acquiror   Target
OceanFirst Financial Corporation   Partners Bancorp
     
Lakeland Bancorp, Inc.   1st Constitution Bancorp
     
Columbia Banking System, Inc.   Bank of Commerce Holdings
     
First Foundation Inc.   TGR Financial, Inc.
     
United Bankshares, Inc.   Community Bankers Trust Corporation
     
First Bancorp   Select Bancorp, Inc.
     
FirstSun Capital Bancorp   Pioneer Bancshares, Inc.
     
Nicolet Bankshares, Inc.   Mackinac Financial Corporation
     
VyStar Credit Union   Heritage Southeast Bancorporation, Inc.
     
Peoples Bancorp Inc.   Premier Financial Bancorp, Inc.
     
Banc of California, Inc.   Pacific Mercantile Bancorp
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Using the latest publicly available information prior to the announcement of the relevant transaction, Piper Sandler reviewed the following transaction metrics: transaction price to last-twelve-months earnings per share, transaction price to tangible book value per share, transaction price to adjusted tangible book value per share and core deposit premium. Piper Sandler compared the indicated transaction metrics for the merger to the median, mean, low and high metrics of the Nationwide Precedent Transactions group.

       Nationwide Precedent Transactions 
   Origin/
BTH
   Median   Mean   Low   High 
Transaction Price / LTM Earnings
 Per Share (x)
   20.8    17.2    19.9    11.5    33.7 
Transaction Price / Tangible Book Value
Per Share (%)¹
   154    166    162    137    185 
Transaction Price / Adjusted Tangible Book Value Per Share (%)   157    158    162    133    201 
Tangible Book Value Premium
 to Core Deposits2 (%)
   6.6    6.7    7.5    5.6    11.7 

 

1Price / Adjusted Tangible Book Value reflects 10.0% Tangible common equity/Tangible assets
2Core deposits defined as total deposits less time deposits with balances greater than $100,000

Net Present Value Analyses

Piper Sandler performed an analysis that estimated the net present value of a share of BTH common stock assuming BTH performed in accordance with net income estimates for BTH for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of BTH. To approximate the terminal value of a share of BTH common stock at December 31, 2026, Piper Sandler applied price to 2026 earnings multiples ranging from 9.0x to 16.5x and multiples of 2026 tangible book value ranging from 110% to 160%. The terminal values were then discounted to present values using different discount rates ranging from 11.0% to 15.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of BTH common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of BTH common stock of $17.89 to $37.35 when applying multiples of earnings and $19.81 to $33.28 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount                              
Rate   9.0x   10.5x   12.0x   13.5x   15.0x   16.5x
11.0%  $21.14   $24.38   $27.62   $30.87   $34.11   $37.35 
12.0%   20.26    23.36    26.46    29.56    32.66    35.77 
13.0%   19.43    22.40    25.36    28.33    31.29    34.26 
14.0%   18.64    21.48    24.32    27.16    30.00    32.83 
15.0%   17.89    20.61    23.33    26.05    28.76    31.48 

 

Tangible Book Value Per Share Multiples

Discount                              
Rate   110%   120%   130%   140%   150%   160%
11.0%  $23.35   $25.31   $27.28   $29.25   $31.31   $33.28 
12.0%   22.44    24.33    26.21    28.10    29.99    31.87 
13.0%   21.52    23.32    25.13    26.93    28.74    30.54 
14.0%   20.64    22.37    24.09    25.82    27.55    29.27 
15.0%   19.81    21.46    23.11    24.77    26.42    28.07 
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Piper Sandler also considered and discussed with the BTH board of directors how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis, assuming BTH’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for BTH’s common stock, applying the price to 2026 earnings multiples range of 9.0x to 16.5x referred to above and a discount rate of 13.18%.

Earnings Per Share Multiples

Annual Estimate                              
Variance   9.0x   10.5x   12.0x   13.5x   15.0x   16.5x
(20.0%)  $22.71   $26.23   $29.74   $33.25   $36.77   $40.28 
(10.0%)   20.95    24.18    27.40    30.62    33.84    37.06 
0.0%   19.20    22.13    25.05    27.98    30.91    33.84 
10.0%   17.44    20.08    22.71    25.35    27.98    30.62 
20.0%   15.68    18.03    20.37    22.71    25.05    27.40 

Piper Sandler also performed an analysis that estimated the net present value per share of Origin common stock, assuming Origin performed in accordance with publicly available mean analyst net income estimates for Origin for the years ending December 31, 2022 and December 31, 2023, as well as an estimated net income growth rate for Origin for the years ending December 31, 2024 through December 31, 2026 and estimated dividends per share for Origin for the years ending December 31, 2022 through December 31, 2026, as confirmed by the senior management of Origin. To approximate the terminal value of a share of Origin common stock at December 31, 2026, Piper Sandler applied price to 2026 earnings multiples ranging from 12.0x to 17.0x and multiples of 2026 tangible book value ranging from 150% to 225%. The terminal values were then discounted to present values using different discount rates ranging from 10.0% to 14.0%, which were chosen to reflect different assumptions regarding required rates of return of holders or prospective buyers of Origin common stock. As illustrated in the following tables, the analysis indicated an imputed range of values per share of Origin common stock of $29.31 to $48.42 when applying multiples of earnings and $37.76 to $66.26 when applying multiples of tangible book value.

Earnings Per Share Multiples

Discount                              
Rate   12.0x   13.0x   14.0x   15.0x   16.0x   17.0x
10.0%  $34.86   $37.57   $40.29   $43.00   $45.71   $48.42 
11.0%   33.36    35.95    38.54    41.14    43.73    46.32 
12.0%   31.94    34.42    36.89    39.37    41.85    44.33 
13.0%   30.59    32.96    35.33    37.70    40.07    42.44 
14.0%   29.31    31.58    33.85    36.11    38.38    40.65 

 

Tangible Book Value Per Share Multiples

Discount                              
Rate   150%   165%   180%   195%   210%  225%
10.0%  $44.96   $49.22   $53.48   $57.74   $62.00   $66.26 
11.0%   43.01    47.08    51.16    55.23    59.30    63.37 
12.0%   41.17    45.06    48.95    52.85    56.74    60.63 
13.0%   39.42    43.14    46.87    50.59    54.31    58.04 
14.0%   37.76    41.32    44.88    48.45    52.01    55.58 
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Piper Sandler also considered and discussed with the BTH board of director how this analysis would be affected by changes in the underlying assumptions, including variations with respect to earnings. To illustrate this impact, Piper Sandler performed a similar analysis assuming Origin’s earnings varied from 20.0% above estimates to 20.0% below estimates. This analysis resulted in the following range of per share values for Origin common stock, applying the price to 2026 earnings multiples range of 12.0x to 17.0x referred to above and a discount rate of 11.40%.

Earnings Per Share Multiples

Annual Estimate                              
Variance   12.0x   13.0x   14.0x   15.0x   16.0x   17.0x
(20.0%)  $38.89   $41.95   $45.00   $48.05   $51.11   $54.16 
(10.0%)   35.84    38.64    41.44    44.24    47.03    49.83 
0.0%   32.78    35.33    37.87    40.24    42.96    45.51 
10.0%   29.73    32.02    34.31    36.60    38.89    41.18 
20.0%   26.68    28.71    30.75    32.78    34.82    36.86 

Piper Sandler noted that the net present value analysis is a widely used valuation methodology, but the results of such methodology are highly dependent upon the numerous assumptions that must be made, and the results thereof are not necessarily indicative of actual values or future results.

Pro Forma Transaction Analysis

Piper Sandler analyzed certain potential pro forma effects of the merger on Origin assuming the merger closes on June 30, 2022. Piper Sandler utilized certain assumptions relating to transaction expenses, purchase accounting adjustments, cost synergies and savings, as well as the loss of a certain amount of interchange revenue in the years ending December 31, 2023 through December 31, 2026, as provided by the senior management of Origin and confirmed by the senior management of BTH. The analysis indicated that the transaction could be accretive to Origin’s estimated earnings per share in the years ending December 31, 2023 through December 31, 2026 and dilutive to Origin’s estimated tangible book value per share at close and for the years ending December 31, 2022 to December 31, 2023.

In connection with this analysis, Piper Sandler considered and discussed with the BTH board of directors how the analysis would be affected by changes in the underlying assumptions, including the impact of final purchase accounting adjustments determined at the closing of the transaction, and noted that the actual results achieved by the combined company may vary from projected results and the variations may be material.

Piper Sandler’s Relationship

Piper Sandler is acting as BTH’s financial advisor in connection with the merger and will receive a fee for such services in an amount equal to 1.30% of the aggregate purchase price, which fee is contingent upon the closing of the merger. Piper Sandler’s fee was approximately $4,101,500 based on the aggregate purchase price based on the value of Origin common stock immediately prior to announcement of the merger. Piper Sandler also received a $300,000 fee from BTH upon rendering its opinion, which opinion fee will be credited in full towards the advisory fee payable to Piper Sandler upon closing of the merger. BTH has also agreed to indemnify Piper Sandler against certain claims and liabilities arising out of Piper Sandler’s engagement and to reimburse Piper Sandler for certain of its out-of-pocket expenses incurred in connection with Piper Sandler’s engagement up to $50,000 without BTH’s prior written approval.

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Piper Sandler has not provided any other investment banking services to BTH in the two years preceding the date of its opinion, nor did Piper Sandler provide any investment banking services to Origin in the two years preceding the date thereof. In the ordinary course of Piper Sandler’s business as a broker-dealer, Piper Sandler may purchase securities from and sell securities to BTH and Origin. Piper Sandler may also actively trade the equity and debt securities of Origin for Piper Sandler’s account and for the accounts of Piper Sandler’s customers.

Origin’s Reasons for the Merger; Recommendation of the Origin Board of Directors

After careful consideration, the Origin board of directors determined that the merger agreement and the transactions contemplated thereby, including the merger, the issuance of shares of Origin common stock as merger consideration, and the substitution of Origin options for BTH options, are in the best interests of Origin and its shareholders. Accordingly, the Origin board of directors unanimously approved the merger agreement and the transactions contemplated thereby.

In evaluating the merger agreement and the transactions contemplated thereby, including the merger, the issuance of shares of Origin common stock as merger consideration, and the substitution of Origin options for BTH options, the Origin board of directors consulted with Origin’s management and legal and financial advisors and, in reaching its decision to approve the merger agreement and the transactions contemplated thereby, the Origin board of directors considered a number of factors, including the following material factors:

·the merger consideration and the other consideration, including the substitution of Origin options for BTH options, to be paid or incurred in connection with the merger;
·the impact of the issuance of Origin common stock in the merger on the existing shareholders of Origin, including the projected impact on earnings per share and tangible book value dilution;
·Origin’s pro forma capital position, which is expected to remain strong;
·each of Origin’s, BTH’s, and the combined company’s business, operations, financial condition, asset quality, earnings, and prospects;
·opportunities for the combined company’s organic growth in new and existing markets;
·BTH’s complementary management team and the compatible corporate cultures of BTH and Origin, which Origin believes should facilitate successful integration of the two companies and retention of key BTH employees;
·Origin’s opportunity to enter and expand East Texas markets served by BTH, as well as the opportunity to add seasoned bankers and strengthen Origin’s presence throughout the Dallas-Fort Worth marketplace;
·the expectation of annual cost savings resulting from the merger;
·the current and prospective industry and economic conditions facing the financial services industry, including national, state, and local economic conditions, the competitive environment for financial institutions generally, and the likely effect of these factors on Origin both with and without the merger;
·the review and discussions with Origin’s management concerning the due diligence investigation of BTH, including its review of BTH’s financial and regulatory condition, results of operation, asset quality, market areas, growth potential, and quality of senior management;
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·the other terms of the merger agreement, including the expected tax treatment, the deal protection and termination fee provisions, and restrictions on the conduct of BTH’s business between the date of the merger agreement and the date of completion of the merger;
·the opinion of Stephens; and
·other alternatives to the merger.

The Origin board of directors also considered the potential risks related to the merger but concluded that the anticipated benefits of the merger were likely to outweigh these risks. These potential risks include:

·potential difficulties in employee and customer retention due to difficulties in the integration process related to the merger;
·the possibility of encountering difficulties in achieving anticipated cost synergies and savings in the amounts estimated or in the timeframe contemplated, particularly in light of Origin’s desire to provide autonomy to current BTH management to continue to successfully operate BTH’s current banking operations;
·the impact of the dilution resulting from the stock issuance on Origin’s current shareholders, and the ability of Origin to realize the benefits of the Merger in a reasonable timeframe to offset the effects of such dilution;
·the possibility of encountering difficulties in completing the merger;
·the possibility of encountering difficulties in successfully integrating BTH’s business, operations, and workforce with those of Origin;
·certain anticipated merger-related costs;
·the diversion of management attention and resources from the operation of Origin’s business towards the completion of the merger;
·the regulatory and other approvals required in connection with the merger, including the impact of potential public comments or protests on the regulatory applications, and the risk that such regulatory approvals will not be received in a timely manner or may impose unacceptable conditions;
·the possibility of litigation in connection with the merger;
·the possibility of negative investor perception of the merger, including as a result of the perceived heightened risk associated with execution of a merger transaction;
·the ability of BTH to terminate the merger agreement in certain circumstances; and
·other risks associated with business combinations in the financial services industry, including those set forth in this joint proxy statement/prospectus under the heading “Risk Factors” beginning on page 28.

The foregoing discussion of the factors considered by the Origin board of directors is not intended to be exhaustive, but, rather, includes the material factors primarily considered by the Origin board of directors. In reaching its decision to approve the merger agreement and the transactions contemplated thereby, including the merger, the issuance of shares of Origin common stock as merger consideration, and the substitution of Origin

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options for BTH options, the Origin board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Origin board of directors considered all of these factors as a whole and overall considered the factors to be favorable to, and to support, its determination. It should be noted that this explanation of the Origin board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Special Cautionary Note Regarding Forward-Looking Statements” beginning on page 24.

THE ORIGIN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
ORIGIN SHAREHOLDERS VOTE “FOR” THE ORIGIN MERGER PROPOSAL
AT THE ORIGIN SPECIAL MEETING.

Certain Unaudited Prospective Financial Information Considered by Origin’s Financial Advisor

 

BTH and Origin do not, as a matter of course, publicly disclose forecasts or internal projections as to their respective future performance, earnings or other results given, among other reasons, the inherent uncertainty of the underlying assumptions and estimates, other than, from time to time with respect to Origin, estimated ranges of certain expected financial results and operational metrics for the current year and certain future years in its regular earnings press releases and other investor materials.

 

However, in connection with the merger, (a) Origin’s management prepared certain unaudited prospective financial information with respect to Origin for the calendar years 2024 through 2025 on a standalone basis without giving effect to the merger, which unaudited information was provided to Stephens for the purposes of its analysis performed in connection with its fairness opinion, and (b) BTH’s management prepared certain unaudited prospective financial information with respect to BTH for the calendar years 2022 through 2025 on a standalone basis without giving effect to the merger, which unaudited information was provided to Stephens for the purposes of its analysis performed in connection with its fairness opinion. The fairness opinion issued by Stephens is described in more detail in this joint proxy statement/prospectus under ”—Opinion of Origin’s Financial Advisor.” In this section, we refer to this information reviewed by Stephens collectively as the “prospective financial information.”

 

The prospective financial information was not prepared for the purposes of, or with a view toward, public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding forward-looking statements or GAAP. A summary of certain significant elements of this information is set forth below, and is included in this joint proxy statement/prospectus solely for the purpose of providing Origin shareholders access to certain nonpublic information made available to Stephens, Origin’s financial advisor for the purpose of performing financial analyses in connection with its fairness opinion.

 

Although presented with numeric specificity, the prospective financial information reflects numerous estimates and assumptions made by BTH’s senior management or Origin’s senior management, as applicable, at the time such prospective financial information was prepared or approved for use by the financial advisors and represent BTH senior management’s or Origin senior management’s respective evaluation of BTH’s or Origin’s expected future financial performance on a stand-alone basis, without reference to the merger, and Origin senior management’s evaluation of Origin’s expected future financial performance on a stand-alone basis, without reference to the merger. These and the other estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, economic, competitive, regulatory and financial market conditions, and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties and contingencies, including, among other things, the inherent uncertainty of the business and economic conditions affecting the industry in

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which BTH and Origin operate and the risks and uncertainties described under “Risk Factors,” and “Special Cautionary Statement Regarding Forward-Looking Statements,” all of which are difficult to predict and many of which are outside the control of BTH and Origin and will be beyond the control of the combined company. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the prospective financial information, whether or not the merger is completed. Further, these assumptions do not include all potential actions that the senior management of BTH or Origin could or might have taken during these time periods.

 

The inclusion in this joint proxy statement/prospectus of the unaudited prospective financial information below should not be regarded as an indication that BTH, Origin, or their respective boards of directors or financial advisors, considered, or now consider, this prospective financial information to be material information to any BTH shareholders or Origin shareholders, as the case may be, particularly in light of the inherent risks and uncertainties associated with such prospective financial information. The prospective financial information is not fact and should not be relied upon as being necessarily indicative of actual future results. The prospective financial information also reflects numerous variables, expectations and assumptions available at the time it was prepared as to certain business decisions that are subject to change and do not take into account any circumstances or events occurring after the date they were prepared. No assurances can be given that if the prospective financial information and the underlying assumptions had been prepared as of the date of this joint proxy statement/prospectus, similar assumptions would be used. In addition, the prospective financial information may not reflect the manner in which Origin would operate the combined company after the merger.

 

Henry & Peters, PC (BTH’s independent auditor) and BKD, LLP (Origin’s independent registered public accounting firm) have not examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these prospective financial information and, accordingly, Henry & Peters, PC and BKD, LLP have not expressed any opinion or given any other form of assurance with respect thereto and they assume no responsibility for the prospective financial information. The reports of Henry & Peters, PC and BKD, LLP included or incorporated by reference in this joint proxy statement/prospectus relate to the historical financial information of BTH and Origin, respectively. Such reports do not extend to the prospective financial information and should not be read to do so. No independent auditor or independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information contained in these prospective financial information and, accordingly, no independent auditor or independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent auditor or independent registered public accounting firm assumes any responsibility for the prospective financial information.

 

Prospective Financial Information Considered by Origin’s Financial Advisor

 

The following table presents select unaudited financial forecasts of BTH for the years ending December 31, 2022 through December 31, 2025, as confirmed by the senior management of BTH, which was used by Origin’s financial advisor in connection with its financial analysis.

 

BTH Internal Financial Projections (Unaudited)

 

   For the Year Ended December 31,
   2022  2023  2024  2025
Net income (in thousands)  $24,827   $29,857   $31,678   $36,851 
Basic Earnings per share  $2.38   $2.86   $3.04   $3.53 
Common dividends per share  $0.00   $0.00   $0.00   $0.00 

 

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Origin Prospective Financial Information

 

The following table presents select unaudited financial forecasts of Origin. Stephens used publicly available consensus analyst estimates for Origin for the years ending December 31, 2022 and 2023. Origin basic earnings per share estimates for the years ended December 31, 2024 and 2025 assume a 5% growth rate, and common dividends per share assume a $0.04 annual growth rate, in each case confirmed by the senior management of Origin.

 

Origin Internal Financial Projections (Unaudited)

 

   For the Year Ended December 31,
   2022  2023  2024  2025
Net income (in thousands)  $82,465   $89,923   $94,419   $99,140 
Diluted Earnings per share  $3.47   $3.77   $3.96   $4.16 
Common dividends per share  $0.53   $0.57   $0.61   $0.65 

 

General

 

The prospective financial information considered by Stephens was prepared separately using, in some cases, different assumptions as between BTH and Origin, and the different estimates are not intended to be added together. Adding the prospective financial information together for the two companies is not intended to represent the results the combined company will achieve if the merger is completed and is not intended to represent forecasted financial information for the combined company if the merger is completed. In addition, the prospective financial information considered by Stephens was prepared separately from the prospective financial information considered by Piper Sandler in connection with its financial analysis. See ”—Prospective Financial Information Considered by BTH’s Financial Advisor.”

 

By including in this joint proxy statement/prospectus a summary of the prospective financial information, neither Origin nor BTH nor any of their respective representatives has made or makes any representation to any person regarding the ultimate performance of Origin or BTH compared to the information contained in the prospective financial information. Neither Origin, BTH, nor, after completion of the merger, the combined company, undertakes any obligation to update or otherwise revise the prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of subsequent or unanticipated events, even in the event that any or all of the underlying assumptions are shown to be inappropriate, or to reflect changes in general economic or industry conditions. None of Origin, BTH or their respective advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of Origin or BTH or other person regarding Origin’s or BTH’s ultimate performance compared to the information contained in the prospective financial information or that the results reflected in the prospective financial information will be achieved. The prospective financial information included above is provided because it was made available to and considered by Origin, its board of directors and its financial advisor in connection with the merger.

 

In light of the foregoing, and considering that the Origin and BTH special meetings will be held several months after the prospective financial information was prepared, as well as the uncertainties inherent in any forecasted information, Origin shareholders and BTH shareholders are cautioned not to place undue reliance on such information, and are urged to review BTH’s audited financial statements for the year ended December 31, 2021 contained herein and Origin’s most recent SEC filings. See the section entitled “Where You Can Find More Information.” The prospective financial information summarized in this section is not included in this joint proxy statement/prospectus in order to induce any holder of Origin common stock to vote in favor of the Origin merger proposal or any of the other proposals to be voted on at the Origin special meeting or to induce any holder of BTH common stock to vote in favor of the BTH merger proposal or any of the other proposals to be voted on at the BTH special meeting.

 

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Opinion of Origin’s Financial Advisor

On February 11, 2022, Origin engaged Stephens to act as its financial adviser in connection with the proposed acquisition of BTH by Origin, which we refer to as the “merger.” As part of the engagement, Stephens was asked to assess the fairness to Origin, from a financial point of view, of the consideration to be given by Origin in the merger. Origin engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions. As part of its investment banking business, Stephens is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

 

As part of Stephens’ engagement, representatives of Stephens attended meetings of the Origin board of directors in which the Origin board of directors evaluated the proposed merger, including, among others, a meeting of the Origin board of directors held on February 23, 2022. At this meeting, the Origin board of directors requested and received reports, discussion and commentary from its advisors, management and members regarding the proposed merger. As Origin’s financial advisor at that meeting, Stephens reviewed the financial aspects of the proposed merger and rendered its oral opinion, which was confirmed by delivery of a written opinion to the Origin board of directors dated February 23, 2022, that, as of such date, the consideration to be given by Origin in the merger was fair to Origin from a financial point of view, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

 

The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex C to this joint proxy statement/prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this document is qualified in its entirety by reference to the full text of such written Opinion Letter. Investors are urged to read the entire Opinion Letter carefully in connection with their consideration of the proposed merger. Origin did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

 

Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to the Origin board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the merger. The opinion only addresses whether the consideration to be given by Origin in the merger was fair, from a financial point of view, to Origin as of the date of the opinion. The opinion does not address the underlying business decision of Origin to engage in the merger or any other term or aspect of the merger agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to the Origin board of directors or any of Origin’s shareholders as to how such person should vote or otherwise act with respect to the merger or any other matter. Origin and BTH determined the merger consideration through a negotiation process.

 

In connection with developing its opinion, Stephens:

 

(i)             reviewed certain publicly available financial statements and reports regarding Origin and BTH;

(ii)           reviewed certain audited financial statements regarding Origin and BTH;

(iii)          reviewed certain internal financial statements, management reports and other financial and operating data concerning Origin and BTH prepared by management of Origin and BTH, respectively;

(iv)         reviewed, on a pro forma basis, in reliance upon consensus research estimates and upon financial projections and other information and assumptions concerning Origin and BTH provided by the management teams of Origin and BTH, respectively, the effect of the merger on the balance sheet, capitalization ratios, earnings and tangible book value both in the aggregate and, where applicable, on a per share basis of Origin;

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(v)           reviewed the reported prices and trading activity for the common stock of Origin;

(vi)         compared the financial performance of Origin and BTH with that of certain other publicly-traded companies and their securities that Stephens deemed relevant to Stephens’ analysis of the merger;

(vii)        reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that Stephens deemed relevant to Stephens’ analysis of the merger;

(viii)      reviewed the then most recent draft of the merger agreement and related documents provided to Stephens by Origin;

(ix)         discussed with management of Origin and BTH the operations of and future business prospects for Origin and BTH and the anticipated financial consequences of the merger to Origin and BTH;

(x)           assisted in Origin’s deliberations regarding the material terms of the merger and Origin’s negotiations with BTH; and

(xi)         performed such other analyses and provided such other services as Stephens deemed appropriate.

Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by Origin and BTH and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and the opinion is based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. The respective management of Origin and BTH assured Stephens that they were not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Origin or of BTH, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of Origin or of BTH under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of Origin or BTH. Stephens did not review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for loan or credit losses of Origin or BTH. Stephens did not make an independent analysis of the effects of the COVID-19 pandemic or related market developments or disruptions, or of any other disaster or adversity, on the business or prospects of Origin or BTH. With respect to the financial forecasts prepared by Origin and BTH, including the forecasts of potential cost synergies and savings, Stephens also assumed that such financial forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of the respective management of Origin and BTH as to the future financial performance of Origin and BTH and provided a reasonable basis for Stephens’ analysis. Stephens recognizes that such financial forecasts were based on numerous variables, assumptions and judgments that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such forecasts, and Stephens expresses no opinion as to the reliability of such financial projections and estimates or the assumptions upon which they were based.

 

Stephens does not provide legal, accounting, regulatory, or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of Origin and its other advisors with respect to such matters. Stephens assumed, with Origin’s consent, that the merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for Origin and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the merger will be resolved favorably to Origin. Stephens does not express any opinion as to any tax or other consequences that might result from the merger.

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Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and on the information made available to Stephens as of the date of the opinion. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that the current volatility and disruption in the credit and financial markets relating to, among other things, the COVID-19 pandemic, may or may not have an effect on Origin or BTH, and Stephens did not express an opinion as to the effects of such volatility or such disruption on the merger or any party to the merger. Stephens further expressed no opinion as to the prices at which shares of BTH’s or Origin’s common stock may trade at any time subsequent to the announcement of the merger.

 

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

 

(i)             the merger and any related transactions will be consummated on the terms of the latest draft of the merger agreement provided to Stephens, without material waiver or modification;

(ii)           the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;

(iii)          each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

(iv)         all conditions to the completion of the merger will be satisfied within the time frames contemplated by the merger agreement without any waivers;

(v)           that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the merger and any related transactions, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the merger to Origin;

(vi)         there has been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of Origin or BTH since the date of the most recent financial statements made available to Stephens, and that no legal, political, economic, regulatory or other development has occurred that will adversely impact Origin or BTH; and

(vii)        the merger will be consummated in a manner that complies with applicable law and regulations.

Stephens’ opinion is limited to whether the consideration to be given by Origin in the merger is fair to Origin from a financial point of view. Stephens was not asked to, and it did not, offer any opinion as to the terms of the merger agreement or the form of the merger or any aspect of the merger, other than the fairness, from a financial point of view, of the consideration to be given in the merger by Origin. The opinion did not address the merits of the underlying decision by Origin to engage in the merger, the merits of the merger as compared to other alternatives potentially available to Origin or the relative effects of any alternative transaction in which Origin might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the merger, including with respect to how to vote or act with respect to the merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of Origin’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of Origin or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with its opinion. Stephens performed certain procedures, including each of the financial analyses described below, and reviewed with Origin’s executive management and Origin board of directors the assumptions upon which the analyses were based, as well as other factors. Although this summary does not

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purport to describe all of the analyses performed or factors considered by Stephens within this regard, it does set forth those considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytic process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

 

Summary of Proposed Transaction:

The merger agreement entered into by and between Origin and BTH provided that the merger consideration will consist of 6,828,390 shares of Origin’s common stock to be issued in exchange for all of the outstanding common stock of BTH and the substitution of approximately 610,000 Origin options for all outstanding BTH options, in each case subject to certain adjustments and as set forth in the merger agreement, resulting in an aggregate transaction value of approximately $314 million based upon the trading price of Origin common stock on the day immediately prior to deal announcement. Based upon that aggregate transaction value and the unaudited financial information of BTH as of and for the twelve months ended December 31, 2021, Stephens calculated the following transaction multiples:

 

Transaction Value / Tangible Book Value:   1.51x
Transaction Value / LTM Net Income:   13.8x
Transaction Value / 2022 Estimated Net Income:   12.6x
Core Deposit Premium:   8.0%

Note: BTH estimated 2022 net income based on BTH management estimates.

 

The merger agreement provides for an implied per share value of Origin’s common stock of $44.52. Based upon the unaudited financial information of Origin as of and for the twelve months ended December 31, 2021, Stephens calculated the following issuance multiples:

 

Issuance Value / Tangible Book Value:   1.56x
Issuance Value / LTM Net Income:   9.7x
Issuance Value / 2022 Estimated Net Income:   12.8x
Core Deposit Premium:   6.4%

Note: Estimated OBNK 2022 net income based on analyst consensus estimates.

Relevant Public Companies Analysis:

Stephens compared the financial condition, operating statistics and market valuation of BTH to select relevant public companies and their stock trading prices. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to BTH; however, no selected company below was identical or directly comparable to BTH. A complete analysis involves complex

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considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Relevant Companies – BT Holdings, Inc.:

Stephens selected the following relevant public companies based on the following criteria:

Includes select NASDAQ, NYSE and NYSEAM traded banks headquartered in LA, OK and TX with between $1.0 billion and $4.0 billion in most recent quarter total assets, excluding merger targets and mutuals (total assets noted parenthetically):

 

·South Plains Financial, Inc. ($3.9 billion)
·Red River Bancshares, Inc. ($3.2 billion)
·Guaranty Bancshares, Inc. ($3.1 billion)
·Home Bancorp, Inc. ($2.9 billion)
·First Guaranty Bancshares, Inc. ($2.9 billion)
·Investar Holding Corporation ($2.5 billion)
·Bank7 Corp. ($1.3 billion)

To perform this analysis, Stephens examined publicly available financial information as of and for the last twelve month period ended December 31, 2021, or the most recently reported period available, and the market trading multiples of the relevant public companies based on February 22, 2022 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains selected information utilized by Stephens in its analysis:

 

   BT Holdings, Inc.   25th Percentile   Median   75th Percentile 
Total Assets  $2,003   $2,696   $2,938   $3,155 
TCE/TA(1)   12.6%   8.4%   8.8%   9.5%
NPAs/Assets(1)(2)   0.75%   0.74%   0.49%   0.19%
LTM NCOs / Avg. Loans(1)   0.79%   0.47%   0.09%   0.07%
MRQ ROAA(1)   1.69%   1.12%   1.21%   1.45%
Price / Tangible Book Value   N/A    1.22x   1.29x   1.45x
Price / 2022 Estimated EPS   N/A    8.7x   10.5x   11.7x
Price / 2023 Estimated EPS   N/A    7.9x   8.8x   10.9x

Source: S&P Global Market Intelligence

Note: Dollars in millions.

(1) Reflects bank-level data.

(2) NPAs/Assets excludes performing restructured loans from nonperforming assets.

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Relevant Transactions Analysis:

Relevant Nationwide Transactions:

Stephens reviewed publicly available selected transaction multiples and related financial data for relevant transactions nationwide announced since January 1, 2021 with a disclosed deal value, where target assets were between $1.0 billion and $3.0 billion. The following transactions were considered by Stephens because each acquired company’s relative asset size, financial performance and markets of operation, among other factors, was reasonably similar to BTH; however, no selected company below was identical or directly comparable to BTH (in each transaction, the acquirer is listed first, the acquired company is listed second and the transaction announcement date is noted parenthetically):

 

·QCR Holdings, Inc. | Guaranty Federal Bancshares, Inc. (11/9/2021)
·OceanFirst Financial Corporation | Partners Bancorp (11/4/2021)
·First Merchants Corporation | Level One Bancorp, Inc. (11/4/2021)
·BancPlus Corporation | First Trust Corporation (9/29/2021)
·German American Bancorp, Inc. | Citizens Union Bancorp of Shelbyville, Inc. (9/20/2021)
·Stock Yards Bancorp, Inc. | Commonwealth Bancshares, Inc. (8/3/2021)
·CVB Financial Corp. | Suncrest Bank (7/27/2021)
·TriCo Bancshares | Valley Republic Bancorp (7/27/2021)
·Old Second Bancorp, Inc. | West Suburban Bancorp, Inc. (7/26/2021)
·F.N.B. Corporation | Howard Bancorp, Inc. (7/13/2021)
·Lakeland Bancorp, Inc. | 1st Constitution Bancorp (7/12/2021)
·Mid Penn Bancorp, Inc. | Riverview Financial Corporation (6/30/2021)
·Valley National Bancorp | The Westchester Bank Holding Corporation (6/29/2021)
·Columbia Banking Systems, Inc. | Bank of Commerce Holdings (6/23/2021)
·Nicolet Bankshares, Inc. | County Bancorp, Inc. (6/22/2021)
·Simmons First National Corporation | Landmark Community Bank (6/7/2021)
·United Bankshares, Inc. | Community Bankers Trust Corporation (6/3/2021)
·First Foundation, Inc. | TGR Financial, Inc. (6/3/2021)
·First Bancorp | Select Bancorp, Inc. (6/1/2021)
·FirstSun Capital Bancorp | Pioneer Bancshares, Inc. (5/11/2021)
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·Enterprise Financial Services Corporation | First Choice Bancorp (4/26/2021)
·Nicolet Bankshares, Inc. | Mackinac Financial Corporation (4/12/2021)
·VyStar Credit Union | Heritage Southeast Bancorporation Inc. (3/31/2021)
·Peoples Bancorp Inc. | Premier Financial Bancorp, Inc. (3/29/2021)
·Banc of California, Inc. | Pacific Mercantile Bancorp (3/22/2021)
·Stock Yards Bancorp, Inc. | Kentucky Bancshares, Inc. (1/27/2021)
·First Busey Corporation | Cummins-American Corp. (1/19/2021)

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions to which the merger is being compared. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the merger to the 25th percentile, median and 75th percentile transaction multiples of the selected transactions:

 

   BT Holdings, Inc.   25th Percentile   Median   75th Percentile 
Target Total Assets  $2,002   $1,295   $1,588   $1,831 
Target TCE/TA(1)   12.6%   8.1%   9.3%   10.0%
Target NPAs/Assets(1)   0.75%   0.89%   0.56%   0.33%
Target LTM ROAA(1)   1.28%   0.76%   0.99%   1.19%
Transaction Value / Tangible Book Value   1.51x   1.46x   1.57x   1.69x
Transaction Value / LTM Earnings   13.8x   12.3x   14.6x   17.1x

Source: S&P Global Market Intelligence

Note: Dollars in millions.

(1) Reflects bank-level data.

 

Relevant Texas Transactions:

Stephens reviewed publicly available selected transaction multiples and related financial data for relevant transactions with a Texas-based target announced since January 1, 2019 with a disclosed deal value, where target assets were between $300 million and $10.0 billion. The following transactions were considered by Stephens because each acquired company’s relative asset size, financial performance and markets of operation, among other factors, was reasonably similar to BTH; however, no selected company below was identical or directly comparable to BTH (in each transaction, the acquirer is listed first, the acquired company is listed second and the transaction announcement date is noted parenthetically):

 

·Home Bancorp, Inc. | Friendswood Capital Corporation (12/15/2021)
·Simmons First National Corporation | Spirit of Texas Bancshares, Inc. (11/19/2021)
·Business First Bancshares, Inc. | Texas Citizens Bancorp, Inc. (10/21/2021)
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·Home Bancshares, Inc. | Happy Bancshares, Inc. (9/15/2021)
·FirstSun Capital Bancorp | Pioneer Bancshares, Inc. (5/11/2021)
·BancorpSouth Bank | National United Bancshares, Inc. (12/2/2020)
·Heartland Financial USA, Inc. | AIM Bancshares, Inc. (2/11/2020)
·BancorpSouth Bank | Texas First Bancshares, Inc. (9/23/2019)
·First Financial Bankshares, Inc. | TB&T Bancshares, Inc. (9/19/2019)
·South Plains Financial, Inc. | West Texas State Bank (7/25/2019)
·Spirit of Texas Bancshares, Inc. | Chandler Bancorp, Inc. (7/24/2019)
·Prosperity Bancshares, Inc. | LegacyTexas Financial Group, Inc. (6/17/2019)
·BancFirst Corporation | Pegasus Bank (4/24/2019)
·BancorpSouth Bank | Van Alstyne Financial Corporation (3/5/2019)

Stephens considered the selected transactions to be reasonably similar, but not identical or directly comparable, to the merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions to which the merger is being compared. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the merger to the 25th percentile, median and 75th percentile transaction multiples of the selected transactions:

 

   BT Holdings, Inc.   25th Percentile   Median   75th Percentile 
Target Total Assets  $2,002   $433   $624   $1,777 
Target TCE/TA(1)   12.6%   9.3%   10.1%   11.0%
Target NPAs/Assets(1)   0.75%   0.80%   0.34%   0.14%
Target LTM ROAA(1)   1.28%   0.95%   1.22%   1.53%
Transaction Value / Tangible Book Value   1.51x   1.56x   1.66x   2.11x
Transaction Value / LTM Earnings   13.8x   12.7x   15.8x   16.6x

Source: S&P Global Market Intelligence

Note: Dollars in millions.

(1) Reflects bank-level data.

 

Discounted Cash Flow Analysis – BT Holdings, Inc.:

Stephens performed discounted cash flow analyses using projections developed by BTH’s executive management both inclusive and exclusive of estimated cost synergies. Stephens calculated a range of implied per share equity values for BTH based upon the discounted net present value of the projected after-tax free cash flows for the projected period (2022 through 2026) both inclusive and exclusive of cost synergies. Stephens determined the amount of cash flow assuming (i) a terminal earnings multiple of 11.0x based on 2027 estimated earnings, and

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(ii) dividend payments for earnings and excess capital above a tangible common equity to tangible asset ratio of 9.0% for the projected period. To calculate an implied per share equity value range, Stephens considered discount rates of 9.0% to 13.0% and terminal earnings multiples of 9.0x to 13.0x. Based on this analysis, Stephens derived a range for the implied equity value of BTH from $284.7 million to $428.0 million exclusive of cost synergies and from $330.3 million to $496.3 million inclusive of cost synergies.

 

Miscellaneous:

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

 

In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Origin. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

 

Stephens is serving as financial adviser to Origin in connection with the merger and is entitled to receive a fee from such services in an amount equal to $2,750,000, a significant portion of which is contingent upon the consummation of the merger. Stephens also received a $500,000 fee from Origin upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the merger. Stephens would also be entitled to a fee under certain circumstances following a termination of the merger agreement. Origin has also agreed to indemnify Stephens against certain claims and liabilities arising out of Stephens’ engagement.

 

Within the two years preceding the date of Stephens’ Opinion Letter, Stephens received fees of $1,050,000 in connection with its service as a sole placement agent for Origin Bank’s issuance of $70 million of subordinated notes due 2030 and $1,200,000 for its service as sole book-running manager for Origin’s issuance of $80 million of subordinated notes due 2030. Stephens also provided securities brokerage services to Origin Bank in the ordinary course of business, and Stephens received customary fees and commissions in connection with such transactions. Prior to the two years preceding the date of Stephens’ Opinion Letter, Stephens received fees for its service as sole placement agent in Origin’s private placement of common stock and Series D preferred stock in 2016, and underwriting discounts in connection with serving as joint bookrunner for Origin’s initial public offering in 2018. Stephens did not receive any fees for providing investment banking or other services to BTH within the two years preceding the date of Stephens’ Opinion Letter.

 

In the ordinary course of its business, Stephens Inc. and its affiliates and employees at any time may hold long or short positions, and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the merger.

 

Each Origin shareholder is encouraged to read Stephens’ fairness opinion in its entirety. The full text of this fairness opinion is included as Annex C to this joint proxy statement/prospectus.

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Board Composition and Management of Origin after the Merger

Board of Directors of Origin

Effective upon the closing of the merger, Origin will increase the size of the Origin board of directors by two members and two individuals designated by BTH, and reasonably acceptable to Origin, will be appointed to the board of directors of Origin and Origin Bank. Origin and BTH currently anticipate that Lori Sirman, President and Chief Executive Officer of BTH, and Jay Dyer, Executive Vice President of BTH, will be the BTH directors appointed to the board of directors of Origin and Origin Bank. The newly-appointed board of directors will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Otherwise, the current members of the board of directors of Origin following the effective time shall be the members of the board of directors of Origin immediately prior to the effective time.

Executive Officers of Origin

At the effective time, the executive officers of Origin will remain the same. Information regarding the executive officers and directors of Origin is contained in documents filed by Origin with the SEC and incorporated by reference into this joint proxy statement/prospectus, including Origin’s Annual Report on Form 10-K for the year ended December 31, 2021 and its definitive proxy statement on Schedule 14A for its 2022 annual meeting, filed with the SEC on February 23, 2022 and March 16, 2022, respectively. See “Where You Can Find More Information” and “Additional Information.

Interests of BTH’s Directors and Executive Officers in the Merger

In the merger, the directors and executive officers of BTH will receive the same merger consideration for their shares of BTH common stock as other BTH shareholders. In considering the recommendation of the BTH board of directors with respect to the merger agreement, BTH shareholders should be aware that certain of BTH’s directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of BTH shareholders generally. Interests of directors and executive officers that may be different from or in addition to the interests of BTH shareholders include the following, which are described in further detail below:

·Accelerated vesting of options to purchase BTH common stock, and substitution of options to purchase Origin common stock therefore;
·Employment agreement amendments to be executed by certain BTH executive officers and BTH Bank that would provide for employment by Origin Bank following completion of the merger;
·Indemnification by Origin of BTH directors and officers of BTH; and
·The appointment of two individuals, currently expected to be officers of BTH, to the boards of Origin and Origin Bank.

The BTH board of directors was aware of these interests and considered them, among other matters, in approving the merger agreement.

Treatment of Equity Awards

At the effective time of the merger, each option to purchase shares of BTH common stock, whether vested or unvested, will accelerate and vest and be converted into an option to purchase a number of shares of Origin common stock equal to the per share stock consideration, with an exercise price equal to the exercise price immediately prior to closing divided by the per share stock consideration. However, the exercise price, number of shares of Origin common stock underlying such awards, and terms of the substitute options may be determined

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in a manner required to retain the original tax and accounting treatment of the BTH option, including options intended to qualify as incentive stock options, and to not be treated as a change in the form of payment or as nonqualified deferred compensation under Section 409A of the Code.

Employment Agreement Amendments

The merger agreement requires BTH to use commercially reasonable efforts to obtain an amendment to certain employment agreements between BTH Bank and its executive officers, which amendments would be binding on Origin Bank following completion of the merger. These amendments have not yet been executed.

Indemnification of BTH Directors and Officers

Origin has agreed to indemnify the directors and officers of BTH and its subsidiaries following the effective time of the merger. Origin has also agreed to maintain in effect a directors’ and officers’ liability insurance policy for a period of six years after the effective time of the merger with respect to claims arising from facts, events or actions which occurred prior to the effective time of the merger and covering persons who are currently covered by such insurance. The insurance policy must contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the directors and officers as currently provided, subject to a cap on the cost of such policy equal to 200% of the last annual premium paid by BTH.

Board Appointments

The merger agreement provides that two individuals designated by BTH and reasonably acceptable to Origin will be appointed to the board of directors of each of Origin and Origin Bank. As a director of Origin and Origin Bank, each such person will be entitled to compensation and benefits on the same basis as all other directors of Origin and Origin Bank, respectively. Origin and BTH currently anticipate that Lori Sirman, President and Chief Executive Officer of BTH, and Jay Dyer, Executive Vice President of BTH, will be the BTH directors appointed to the board of directors of Origin and Origin Bank. Because Ms. Sirman and Mr. Dyer will be employees of Origin Bank following the merger, they would receive no additional compensation for their service on the board of directors of Origin or Origin Bank.

Trading Markets and Dividends

Origin

Origin’s common stock is listed for trading on Nasdaq Global Select Market under the symbol “OBNK” and will continue to be listed under that symbol following the merger. Under the terms of the merger agreement, Origin will cause the shares of common stock to be issued to BTH’s shareholders in the merger to be approved for listing on the Nasdaq Stock Market.

The following table sets forth the closing sale prices of Origin common stock as reported on the Nasdaq Global Select Market on February 23, 2022, the last full trading day before the public announcement of the merger agreement, and on May 3, 2022, the latest practicable trading date before the date of this joint proxy statement/prospectus.

   Origin Closing Price  

Implied Value of
Per Share Merger
Consideration1

 
February 23, 2022  $44.52   $29.15 
May 3, 2022  $38.42   $   25.15 

 

 
1Assumes (i) no adjustments to the merger consideration, and (ii) 10,429,681 shares of BTH common stock outstanding on applicable date.
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As of April 25, 2022, there were (i) 23,768,748 shares of Origin common stock outstanding, which were held by approximately 661 holders of record.

BTH

As of May 2, 2022, there were 10,430,081 shares of BTH common stock outstanding, which were held by approximately 900 holders of record.

BTH is a privately-owned corporation and its common stock is not quoted or traded on any established public trading market. BTH common stock trades only sporadically with limited volume. The following table sets forth, for the periods indicated, the high and low sale prices per share of BTH common stock and the volume of common stock exchanged in such quarter, in each case to the extent known to BTH. The market for BTH’s common stock has been illiquid and irregular, and historical transactions in its stock have been sporadic.

Period  Low   High   Volume 
2020               
First quarter  $24.00   $26.00    48,410 
Second quarter   15.00    25.00    29,370 
Third quarter   20.00    25.00    26,379 
Fourth quarter   19.79    24.00    28,985 
2021               
First quarter   19.00    22.00    45,071 
Second quarter   21.50    23.50    48,325 
Third quarter   20.00    24.00    13,200 
Fourth quarter   21.50    25.00    79,326 
2022               
First quarter (through February 23, 2022)   24.00    26.00    27,485 
                

Under the merger agreement, BTH is prohibited from paying any dividend or distribution to its shareholders before the effective time of the merger without the prior written consent of Origin. BTH’s ability to pay dividends is also subject to state and federal laws and regulations.

Restrictions on Resale of Origin Common Stock

The shares of Origin common stock to be issued in connection with the merger will be registered under the Securities Act, and will be freely transferable, except for shares issued to any shareholder who may be deemed to be an “affiliate” of Origin for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates of Origin include individuals or entities that control, are controlled by, or are under common control with Origin and may include the executive officers, directors and significant shareholders of Origin.

Dissenters’ Rights

The following discussion is not a complete description of the law relating to dissenters’ rights available under Texas law. This description is qualified in its entirety by the full text of Chapter 10, Subchapter H of the TBOC which is reprinted in its entirety as Annex D to this joint proxy statement/prospectus. If you desire to exercise your appraisal rights, you should review carefully the TBOC and are urged to consult a legal advisor before electing or attempting to exercise these rights.

BTH shareholders who are entitled to vote on the merger have a right to demand payment in cash of the “fair value” of their shares of BTH common stock in accordance with the procedures established by Texas law. Shareholders who receive a fair value cash payment will not be entitled to receive any shares of Origin common

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stock offered in the merger. Chapter 10, Subchapter H of the TBOC (§§ 10.351-10.368) sets forth the rights of BTH shareholders who wish to demand fair value payments for their shares. The following is a summary of the material terms of the statutory procedures to be followed by a BTH shareholder to perfect appraisal rights under the TBOC. Shareholders who do not properly follow the appraisal rights procedures will receive the merger consideration provided for in the merger agreement if the merger is consummated. A copy of the applicable provisions is attached as Annex D to this joint proxy statement/prospectus.

How to exercise and perfect the right to dissent

To be eligible to exercise the right to dissent to the merger, a BTH shareholder must:

·prior to the BTH special meeting, provide BTH with a written objection to the merger that states the shareholder’s intent to exercise his, her or its right to dissent if the merger is completed and provides an address to which BTH may send a notice if the merger is completed;
·vote such shareholder’s shares of BTH common stock against the BTH merger proposal at the BTH special meeting;
·not later than the 20th day after Origin sends to the dissenting shareholder notice that the merger was completed, provide Origin with a written demand for fair payment of the fair value of such shareholder’s shares of BTH common stock that states: (i) the number and class of shares of BTH common stock owned, (ii) the estimate of the fair value of such stock, and (iii) an address to which a notice relating to the dissent and appraisal procedures may be sent; and
·not later than the 20th day after the date on which the shareholder makes the written demand for payment from Origin, submit to Origin the certificates representing the shares of BTH common stock to which the demand relates, for purposes of making a notation on the certificates that a demand for the payment of the fair value of the shares has been made.

If you intend to dissent from the merger, you should send your written objection, prior to the BTH special meeting, to BTH at the following address:

BT Holdings, Inc.

412 East Goode St.

Quitman, Texas 75783

Attention: Lori H. Sirman, President & CEO and Jason McCrary, Secretary

 

BTH shareholders who fail to vote their shares of BTH common stock at the BTH special meeting against the approval of the BTH merger proposal will lose their right to dissent from the merger. Such shareholders will instead receive shares of Origin common stock, as described in the merger agreement. If the merger is consummated, shareholders who comply with the first two items above will receive a written notice from Origin advising them that the merger has been completed.

Demand for payment

If you wish to receive the fair value of your shares of BTH common stock in cash, you must, within 20 days of the date the notice of consummation was delivered or mailed to you by Origin, send a written demand to Origin for payment of the fair value of your shares of BTH common stock. The fair value of your shares of BTH common stock will be the value of the shares on the day immediately preceding the effective time of the merger, excluding any appreciation or depreciation in anticipation of the merger. Your written demand and any notice addressed to Origin must be sent to: