| Item 1.01 | Entry into a Material Definitive Agreement |
On July 25, 2019, Spirit of Texas Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Spirit of Texas Bank, SSB, entered into an underwriting agreement (the “Underwriting Agreement”) with Stephens Inc. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), to issue and sell 2,000,000 shares of the Company’s common stock, no par value per share (“Common Stock”), at a public offering price of $21.50 per share in an underwritten public offering (the “Offering”). As part of the Offering, the Company granted the Underwriters a30-day option to purchase up to an additional 300,000 shares of Common Stock at the public offering price, less the underwriting discount.
After deducting underwriting discounts and commissions but before deducting estimated offering expenses, the Company expects the net proceeds of the Offering to be approximately $40.9 million. The Company intends to use approximately $19.2 million of the net proceeds from the Offering to fund the cash consideration portion of its proposed acquisition of Chandler Bancorp, Inc. and its subsidiary, Citizens State Bank (together, “Citizens”), and approximately $21.0 million of the net proceeds from this Offering to pay off a line of credit with a third-party lender. The remaining net proceeds will be used by the Company for other general corporate purposes in order to support its continued growth, including investments in its bank subsidiary and future strategic acquisitions.
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, obligations of the parties and termination provisions. The foregoing description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.
Pursuant to the Underwriting Agreement, each of the Company’s directors and executive officers entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement providing for a90-day“lock-up” period with respect to sales of specified securities, subject to certain exceptions.
The Offering is being made pursuant to the Company’s Registration Statement on FormS-3, including a prospectus (FileNo. 333-232092), that was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on June 24, 2019, as supplemented by the prospectus supplement dated as of and filed with the SEC on July 25, 2019. The Offering is expected to close, subject to customary closing conditions, on or about July 29, 2019.
| Item 7.01 | Regulation FD Disclosure |
On July 25, 2019, the Company issued a press release announcing the pricing of the Offering. The press release is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference. In accordance with General Instruction B.2 of Form8-K, the press release attached to this Form8-K as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The press release attached as Exhibit 99.1 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing or document.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act. Any statements about our expectations, beliefs, plans, predictions, protections, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Forward-looking statements are typically, but not exclusively, identified by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will, “should,” “seeks,” “likely,” “intends” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: our ability to consummate the equity
