On May 6, 2021, Texas Capital Bancshares, Inc. (the “Company”) issued and sold $375,000,000 aggregate principal amount of 4.000% Fixed-to-Fixed Rate Subordinated Notes due 2031 (the “Notes”). The Notes were offered and sold pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-252978) (the “Registration Statement”) filed with the Securities and Exchange Commission on February 11, 2021, and the prospectus contained therein, as supplemented by the prospectus supplement dated April 29, 2021. The Company received $371,718,750 in proceeds, before offering expenses, from the sale of the Notes.
The Notes were issued pursuant to an Indenture, dated September 21, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated May 6, 2021 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). A copy of the First Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The Form of the Note, which is included in Exhibit 4.1, is filed as Exhibit 4.2, which is incorporated hereby by reference. A copy of the opinion of Sullivan & Cromwell LLP, is filed as Exhibit 5.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The consent of Sullivan & Cromwell LLP, which is included in Exhibit 5.1, is filed as Exhibit 23.1, which is incorporated herein by reference.
This Current Report on Form 8-K is being filed for the purpose of filing Exhibits 4.1, 4.2, 5.1 and 23.1 as exhibits to the Registration Statement and such exhibits are hereby incorporated by reference into the Registration Statement.
