Exhibit 99.2
Transformational Combination Creating the Premier, Texas-Based Super Regional Bank December 9, 2019
Forward Looking StatementsThis communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Independent Bank Group, Inc. (“Independent” or “IBTX”) and Texas Capital Bancshares, Inc. (“Texas Capital” or “TCBI”). Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Independent’s and Texas Capital’s current expectations and assumptions regarding Independent’s and Texas Capital’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect Independent’s or Texas Capital’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Independent and Texas Capital, the outcome of any legal proceedings that may be instituted against Independent or Texas Capital, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Texas Capital do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of Independent and Texas Capital successfully, and the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of Independent and Texas Capital disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Independent, Texas Capital and factors which could affect the forward-looking statements contained herein can be found in Independent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the Securities and Exchange Commission (“SEC”), and in Texas Capital’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC. Forward Looking Statements
Additional Information about the Merger and Where to Find ItIn connection with the proposed merger, Independent will file with the SEC a registration statement on Form S-4 to register the shares of Independent’s capital stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of Independent and Texas Capital seeking their approval of the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT INDEPENDENT, TEXAS CAPITAL AND THE PROPOSED TRANSACTION.Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from Independent at its website, www.ibtx.com, or from Texas Capital at its website, www.texascapitalbank.com. Documents filed with the SEC by Independent will be available free of charge by accessing the Investor Relations page of Independent’s website at www.ibtx.com or, alternatively, by directing a request by telephone or mail to Independent, 7777 Henneman Way, McKinney, Texas 75070, (972) 562-9004, and documents filed with the SEC by Texas Capital will be available free of charge by accessing Texas Capital’s website at www.texascapitalbank.com under the tab “About Us,” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to Texas Capital, 2000 McKinney Avenue, Suite 700, Dallas, Texas 75201, (214) 932-6600.Participants in the SolicitationIndependent, Texas Capital and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Independent and Texas Capital in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about Independent, and its directors and executive officers, may be found in Independent’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on April 23, 2019, and other documents filed by Independent with the SEC. Additional information about Texas Capital, and its directors and executive officers, may be found in Texas Capital’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 7, 2019, and other documents filed by Texas Capital with the SEC. These documents can be obtained free of charge from the sources described above. Additional Statements
Presenters 4 David R. BrooksChairman, President & CEO Independent Bank Group, Inc. C. Keith CargillPresident & CEOTexas Capital Bancshares, Inc.
Combining Two Premier Texas Franchises 5 IBTXTCBI 27% TBV Accretion(1) 14% 2021e EPS Accretion to TCBI(2) 26% 2021e EPS Accretion to IBTX(2) $48BNIn Assets $39BNIn Deposits $36BNIn Loans HFI Creates the largest Texas bank by Texas deposits Adds complementary business lines to each client base Diversifies client and business line concentration risk Enhanced scale allows more investment in technology to better manage risk and further differentiate the client experience Generates significant shareholder value immediately Shared vision, cultural foundation, community involvement, and commitment to clients and employees Combined company is well positioned for the future Creates Significant Shareholder Value Includes full impact of one-time merger-related expenses.Represents 2021 estimated metrics with pro forma impacts of CECL during M&A accounting and 75% phase-in of cost savings.
Transaction Summary 6 Merger Structure Merger of equalsTexas Capital Bancshares, Inc. (NASDAQ: TCBI) merges into Independent Bank Group, Inc. (NASDAQ: IBTX)100% stock consideration Exchange Ratio Fixed exchange ratioTCBI shareholders will receive 1.0311 shares of IBTX for each TCBI shareImplies a $61.10 per share value to TCBI based on the 12/6/2019 closing price Ownership 55% TCBI | 45% IBTX Board of Directors 13 board members (7 TCBI | 6 IBTX)Larry Helm (TCBI), lead independent director Leadership David Brooks, Chairman and Chief Executive OfficerC. Keith Cargill will act as Special Advisor to the CEOJulie Anderson, Chief Financial Officer9 direct reports to CEO (5 TCBI | 4 IBTX) Name Holding Company: Independent Bank Group, Inc.Bank: Texas Capital BankOperating Names: Texas & National: Texas Capital Bank | Colorado: Independent Financial Headquarters McKinney, Texas Timing & Approval Approval of IBTX and TCBI shareholdersCustomary regulatory approvalsAnticipated closing mid-2020
Enhancing Scale to Drive Growth and Profitability 7 Note: Performance metrics represent 2021 estimated metrics with pro forma impacts of CECL during M&A accounting.Includes major exchange-listed banks excluding money center and trust banks. Shareholder Value Creation Significant Pro Forma Scale and Profitability Market Cap $5.5BN+ Assets $48BN+ Deposits $39BN+ ROAA | (75% Cost Save Phase-In) ROATCE | (75% Cost Save Phase-In) Efficiency Ratio | (75% Cost Save Phase-In) 1.3% 15% 49% Largest Texas HeadquarteredBank by Texas Deposits #20 Largest BankBy Assetsin the US(1)
8 Building A High Performance Financial Institution Pro Forma Financial Performance Relative to $25 – $75BN Asset Banks(1) Top Return on Average Assets Top Return on Average Tangible Common Equity Top Quartile Efficiency Ratio Merger Benefits to All Shareholders Consistently higher returns Double-digit EPS growth Double-digit TBV accretion Strong capital, liquidity and credit quality Significant upside and value creation Expanded strategic flexibility Attractive dividend to all shareholders Pro Forma(2) Pro Forma(2) Pro Forma(2) Combined peers include major exchange traded banks with total assets between $25B - $75B and available consensus estimates. Excludes ethnically focused banks, thrifts, and merger targets. Estimates per FactSet.Represents 2021 estimated metrics with pro forma impacts of CECL during M&A accounting and 75% phase-in of cost savings.
Balanced Management Team with Proven Leadership Executive Leadership Team Strong Industry Expertise, Common Cultures & Experience Integrating Large Transactions Board Leadership David BrooksChairman of the Board Larry HelmLead IndependentDirector Board Split 7TCBI 6IBTX DAVID BROOKSChief Executive Officer C. KEITH CARGILLSpecial Advisor to CEO MICHAEL HOBBSEVP, Revenue MARK HAYNIEEVP, General Counsel JAMES TIPPITEVP, Corporate Responsibility 9 DAN BROOKSVice Chairman VINCE ACKERSONVice Chairman JOHN SARVADIEVP, Revenue JULIE ANDERSONChief Financial Officer JOHN TURPENChief Risk Officer LENNARD BRASSEAUXEVP, Operations
Culture Matters - Providing Benefits to All Constituents Combining two deeply rooted Texas franchises with national reach is a win for everyone Clients Communities Employees Deliver highly personalized financial services to businesses and entrepreneursProvide opportunity and guidance to foster growth, bring new ideas to life, and energize local businesses Continue to demonstrate longstanding commitment to serving communitiesImplement community service leadership with ongoing initiatives such as employee volunteer programs and community development programs Strengthen the ability to recruit and retain top-tier talentIncrease professional development and career opportunities within a larger banking platform 10
Creating the Largest Texas Headquartered Bank(1) 11 Deposit Market Share(2)$BN Top 10 Fastest Growing Large MSAs(3)$BN 2020 - 2025PopulationGrowth(%) Presence Pro Forma # Metropolitan Statistical Area IBTX TCBI Deposits Overall Rank (#) TX HQRank (#) 1 Austin-Round Rock-Georgetown, TX 8.5 $1.8 6 2 2 Orlando-Kissimmee-Sanford, FL 7.9 3 Raleigh-Cary, NC 7.7 4 Houston-The Woodlands, TX 7.5 3.5 12 6 5 San Antonio-New Braunfels, TX 7.5 1.0 9 4 6 Dallas-Fort Worth-Arlington, TX 7.4 24.8 3 1 7 Las Vegas-Henderson-Paradise, NV 7.2 8 Phoenix-Mesa-Chandler, AZ 7.2 9 Charlotte-Concord-Gastonia, NC-SC 7.0 10 Denver-Aurora-Lakewood, CO 6.9 1.1 14 Meaningful Presence in HALF of the Top Ten Fastest Growing MSAs in the United States(2) By Texas deposits. S&P Global & FDIC deposit data as of 6/30/2019. Companies pro forma for recently announced acquisitions & excludes non-retail branches.Source: S&P Global. Includes MSAs with total population greater than one million.
Enhancing Presence in the Fastest Growing Markets 12 Pro Forma Geographic Footprint Key Markets Colorado IBTXTCBI Dallas Fort Worth Metroplex / North Texas Region6th fastest growing MSA in the U.S.(1)4th largest MSA in the United States(2) Houston Region4th fastest growing MSA in the U.S.(1) 5th largest MSA in the United States(2) San Antonio Region5th fastest growing MSA in the U.S.(1)24th largest MSA in the United States(2) Denver Region10th fastest growing MSA in the U.S.(1) 19th largest MSA in the United States(2) Austin Region#1 fastest growing MSA in the U.S.(1)29th largest MSA in the United States(2) Texas Source: S&P Global. 2025 projected population growth for MSAs with greater than 1 million people. 2019 population.
Strengthening the Core Deposit Franchise 13 Bolsters Core Deposits and Provides Granular Deposit Base Increasing Stability and Flexibility Access to Diverse Funding Sources Across Both Retail and Commercial Franchises Augments Centrally Located Downtown Branches with a Branch Network Extending into Suburban Areas Efficient Pro Forma Branch Network with ~$365 Million Deposits Per Branch and 73% Overlap(1) $11.7BN $27.4BN $39.1BN(2) Pro Forma Cost 1.15% Cost 1.28% Cost 1.24% Deposit Composition by Type 8 of 11 TCBI branches are within 5 miles of an IBTX branch.Excludes purchase accounting adjustments.
Forming a Full-Service Financial Institution With An Extensive Suite of Products and Services 14 Lines of Business Small Business & Local Developers Middle-market Commercial Corporate Banking: Technology Government / Healthcare(1) Capital Markets Energy Lending Mortgage Warehouse Mortgage Correspondent Aggregation Mortgage Origination Home Builder Finance Equipment Finance Premium Finance Lending Lines Deposit Gathering Fee Income National Lines: Escrow Commercial Property Mgmt National Title Third Party Processor Dedicated Treasury Mgmt Branch Network: Suburban & Rural Branches Downtown Footprint San Antonio, TX Market Denver, CO Market Trust & Wealth Mgmt Lending Lines DepositGathering Fee Income Together Together Government / Non-Profit / Healthcare / Education. P P P P P P P P P P P P P P P P P P P P P P TCBI IBTX TCBI IBTX
Diversifying the Loan and Lease Portfolio 15 Synergistic and comprehensive coverage of retail, small business, middle market and large corporates Right-size concentrations in mortgage finance and commercial real estate businesses High asset quality and risk adjusted returns on loans and leases Neutralizes interest rate sensitivity $11.6BN $24.8BN $36.4BN(1) Pro Forma Yield 5.42% Yield 4.78% Yield 4.96% Loans HFI Composition by Type Excludes purchase accounting adjustments.
Superior Deal Metrics vs Recent Merger of Equal Deals Recent Bank MOE Deals(1) First Full Year EPS Accretion (2) 26% to IBTX14% to TCBI 16% TBVPS Accretion / (Dilution) 27% (5)% TBVPS Earn-back Period Immediately Accretive 2 years Branch Overlap (< 5 miles) 73% 12% 16 Median of 2019 MOE transactions in which target pro forma ownership > 35%.Represents 2021 estimated metrics with pro forma impacts of CECL during M&A accounting and 75% phase-in of cost savings.
Achievable Cost Synergies Drive Material Value Creation 17 $100 million in Pre-Tax Cost Savings Illustrative Market Value Creation(1) Leverages Scale, Powerful Technology & Compliance Infrastructure to Drive Efficiencies $728M capitalized value of net cost savings Capitalized value of cost synergies reflects $100M in annualized pre-tax cost synergies ($79M after-tax), multiplied by market-cap weighted 2020 P/E multiple as of closing share prices and consensus estimates on December 6, 2019, net of one-time pre-tax restructuring charges of $180M; Capitalized value is not discounted to present value. $5.5bn $6.2bn 13%
Better Positioning Us to Compete, Invest and Win – Today and in the Future 18 Entrepreneurial Spirit To Enhance Technology, Risk, Compliance For Lasting Business Success Combination of two founder-led organizations will carry on the proud legacy of an unwavering commitment to serve clients and communitiesEnergized top performers with additional opportunities to compete and win Powerful technology and robust compliance infrastructure already in place ensures continued delivery of best-in-class banking while reducing riskOpportunity to further expand services through technology investments Dedicated focus on building long-term relationships in the country’s top markets, paired with a drive to constantly innovate and improve, creates a truly differentiated bank
19 Appendix
Key Transaction Assumptions 20 Consideration 100% stock transaction where TCBI merges into IBTXIBTX issues 1.0311x shares for each TCBI shareFixed exchange ratio Earnings Estimates IBTX projections based on Wall Street consensus estimatesTCBI projections based on Wall Street consensus estimates adjusted for strategic initiatives Loan Mark Gross loan credit mark of $201 million, or 1.7% IBTX’s gross loans$6 million related to Purchase Credit Deteriorated (“PCD”) loans$195 million related to Non-PCD loansAccreted into income over life of loans$195 million additional provision taken immediately after the close to account for Non-PCD loans (included in TBV impacts at close)Loan rate mark of $37 million, accreted over life of loans Merger Expenses One-time merger expenses of approximately $180 million pre-taxTBV dilution includes full impact of expenses, after-tax Core Deposit Intangible 1.50% of IBTX’s non-time depositsAmortized using sum-of-years digits method over a 10-year period Cost Savings Approximately $100 million pre-tax cost savings (fully phased-in)Equates to ~11.0% of combined operating expense baseEstimated 50% phase-in for the second half of 2020, 75% in 2021 and 100% thereafter
Due Diligence Process Comprehensive Due Diligence Process Comprehensive mutual due diligence processSignificant engagement between senior management of both companiesThird party credit reviewRisk, legal and compliance review Due Diligence Partnership Aligned with MOE Framework Process included cultural assimilation dialoguesWork highlighted the shared culture and values related to both customer and employee relationshipsAlignment of shared risk appetite philosophiesLeveraged expertise across multiple depository transactions and experience with numerous platform and portfolio acquisitions Diligence Scope CreditEnterprise Risk Management Legal and ComplianceInformation TechnologyCyber SecurityHuman Capital ManagementFinance & AccountingTaxCommercial BankingSpecialty FinanceRetail BankingDeposits Consumer LendingEnterprise OperationsInternal Audit 21