UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2020
INDEPENDENT BANK GROUP, INC.
(Exact name of registrant as specified in its charter)
Texas
| 001-35854
| 13-4219346
|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
7777 Henneman Way, McKinney, Texas, U.S.A.
(Address of principal executive offices)
75070-1711
(Zip Code)
Registrant’s telephone number, including area code: (972) 562-9004
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share
| | IBTX
| | NASDAQ Global Select Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed, on December 9, 2019, Independent Bank Group, Inc., a Texas corporation (“IBTX”), and Texas Capital Bancshares, Inc., a Delaware corporation (“TCBI”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of TCBI with and into IBTX (the “Merger”), with IBTX as the surviving entity in the Merger.
On May 22, 2020, IBTX and TCBI entered into a mutual agreement to terminate the Merger Agreement (such agreement, the “Mutual Termination Agreement”).
Neither party will pay a termination fee in connection with the termination of the Merger Agreement.
The summary of the Mutual Termination Agreement set forth under this Item 1.02 is qualified in its entirety by reference to the complete terms of the Mutual Termination Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On May 26, 2020, IBTX issued a press release announcing the termination of the Merger Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description of Exhibit |
| | |
| Mutual Termination Agreement, dated as of May 22, 2020, by and between Texas Capital Bancshares, Inc. and Independent Bank Group, Inc. |
| | |
| Press Release, dated May 26, 2020 |
| | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
Forward-Looking Statements
This 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 IBTX. 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 IBTX’s current expectations and assumptions regarding IBTX’s business, 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 IBTX’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, risks relating to the coronavirus (COVID-19) pandemic and its effect on U.S. and world financial markets, potential regulatory actions, changes in consumer behaviors and impacts on and modifications to the operations and business of IBTX relating thereto, and the business, economic and political conditions in the markets in which IBTX operates. Except to the extent required by applicable law or regulation, IBTX 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 IBTX and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, its Quarterly Report on Form 10-Q for the period ended March 31, 2020 and its other filings with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | INDEPENDENT BANK GROUP, INC. |
| | | |
| | By: | /s/ David R. Brooks |
| | Name: | David R. Brooks |
| | Title: | Chairman of the Board, Chief Executive Officer and President
|
| | | |
| Date: May 26, 2020 | | |
