Independent Bank (IBTX) 8-K Entry into a Material Definitive Agreement

Merger with

November 21, 2016

Exhibit 99.1

Safe Harbor Statement

2

From

time

to

time,

our

comments

and

releases

may

contain

“forward-looking

statements”

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995

(the

“Act”).

Forward-looking

statements

can

be

identified

by

words

such

as

“believes,”

“anticipates,”

“expects,”

“forecast,”

“guidance,”

“intends,”

“targeted,”

“continue,”

“remain,”

“should,”

“may,”

“plans,”

“estimates,”

“will,”

“will

continue,”

“will

remain,”

variations

on

such

words

or

phrases,

or

similar

references

to

future

occurrences

or

events

in

future

periods;

however,

such

words

are

not

the

exclusive

means

of

identifying

such

statements.

Examples

of

forward-looking

statements

include,

but

are

not

limited

to:

(i)

projections

of

revenues,

expenses,

income

or

loss,

earnings

or

loss

per

share,

and

other

financial

items;

(ii)

statements

of

plans,

objectives,

and

expectations

of

Independent

Bank

Group

or

its

management

or

Board

of

Directors;

(iii)

statements

of

future

economic

performance;

(iv)

statements

of

assumptions

underlying

such

statements;

and

(v)

statements

regarding

the

transaction,

including

statements

related

to

accretion

to

earnings,

effect

on

tangible

book

value

and

earnback

period,

cost

savings,

return

on

investment

on

uninvested

funds,

and

similar

statements.

Forward-looking

statements

are

based

on

Independent

Bank

Group’s

current

expectations

and

assumptions

regarding

its

business,

the

economy,

and

other

future

conditions.

Because

forward-looking

statements

relate

to

the

future,

they

are

subject

to

inherent

uncertainties,

risks,

and

changes

in

circumstances

that

are

difficult

to

predict.

Independent

Bank

Group’s

actual

results

may

differ

materially

from

those

contemplated

by

the

forward-looking

statements,

which

are

neither

statements

of

historical

fact

nor

guarantees

or

assurances

of

future

performance.

Factors

that

could

cause

actual

results

to

differ

from

those

discussed

in

the

forward-looking

statements

include,

but

are

not

limited

to:

(1)

local,

regional,

national,

and

international

economic

conditions

and

the

impact

they

may

have

on

us

and

our

customers

and

our

assessment

of

that

impact;

(2)

volatility

and

disruption

in

national

and

international

financial

markets;

(3)

government

intervention

in

the

U.S.

financial

system,

whether

through

changes

in

the

discount

rate

or

money

supply

or

otherwise;

(4)

changes

in

the

level

of

non-

performing

assets

and

charge-offs;

(5)

changes

in

estimates

of

future

reserve

requirements

based

upon

the

periodic

review

thereof

under

relevant

regulatory

and

accounting

requirements;

(6)

adverse

conditions

in

the

securities

markets

that

lead

to

impairment

in

the

value

of

securities

in

our

investment

portfolio;

(7)

inflation,

deflation,

changes

in

market

interest

rates,

developments

in

the

securities

market,

and

monetary

fluctuations;

(8)

the

timely

development

and

acceptance

of

new

products

and

services

and

perceived

overall

value

of

these

products

and

services

by

customers;

(9)

changes

in

consumer

spending,

borrowings,

and

savings

habits;

(10)

technological

changes;

(11)

the

ability

to

increase

market

share

and

control

expenses;

(12)

changes

in

the

competitive

environment

among

banks,

bank

holding

companies,

and

other

financial

service

providers;

(13)

the

effect

of

changes

in

laws

and

regulations

(including

laws

and

regulations

concerning

taxes,

banking,

securities,

and

insurance)

with

which

we

and

our

subsidiaries

must

comply;

(14)

the

effect

of

changes

in

accounting

policies

and

practices,

as

may

be

adopted

by

the

regulatory

agencies,

as

well

as

the

Public

Company

Accounting

Oversight

Board,

the

Financial

Accounting

Standards

Board,

and

other

accounting

standard

setters;

(15)

the

costs

and

effects

of

legal

and

regulatory

developments

including

the

resolution

of

legal

proceedings;

and

(16)

our

success

at

managing

the

risks

involved

in

the

foregoing

items

and

(17)

the

other

factors

that

are

described

in

the

Company’s

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2015

and

its

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

September

30,

2016

and

other

reports

and

statements

made

by

the

Company

with

the

SEC.

Any

forward-looking

statement

made

by

the

Company

in

this

release

speaks

only

as

of

the

date

on

which

it

is

made.

Factors

or

events

that

could

cause

the

Company’s

actual

results

to

differ

may

emerge

from

time

to

time,

and

it

is

not

possible

for

the

Company

to

predict

all

of

them.

The

Company

undertakes

no

obligation

to

publicly

update

any

forward-looking

statement,

whether

as

a

result

of

new

information,

future

developments

or

otherwise,

except

as

may

be

required

by

law.

Strategically Compelling Transaction

•

The merger provides Independent Bank Group with increased scale across attractive markets

–

As

of

September

30,

2016,

Carlile

Bancshares

had

$2.3

billion

in

assets,

$1.5

billion

in

loans,

$1.9

billion

in

deposits and 42 branches

•

Franchise enhancement and market expansion:

–

Strengthens our presence and significantly increases market share in the Dallas / Fort Worth MSA

–

Entrance into Fort Worth and related sub markets, and significantly enhances presence in Denton County

along the I-35 corridor

–

Entrance into the Colorado MSAs of Denver and Colorado Springs, centered on the dynamic I-25 corridor

•

Improves Independent Bank Group’s capital ratios, cost of funds, loan to deposit ratio, and CRE / C&D

concentrations

3

Source: SNL Financial

Colorado Franchise

Texas Franchise

Carlile

(18)

IBTX (41)

Carlile (24)

Overview of Carlile

Bancshares, Inc.

4

•

Headquartered in Fort Worth, TX

•

Founded in 2009 and achieved growth

through six strategic acquisitions

•

Strong branch footprint in diverse,

metropolitan markets including Dallas / Fort

Worth, Austin, Denver and Colorado Springs

•

Attractive loan to deposit ratio and core

deposit

base

–

approximately

90%

of

total

deposits

•

Diverse loan mix with a yield on loans of

approximately 5.5% over the last twelve

months

Source: SNL Financial

1) Data as of and for the quarter ending September 30, 2016

Financial Summary

(1)

Balance Sheet Data

Total Assets ($M)

2,324.9

Total Loans ($M)

1,547.7

Total Deposits ($M)

1,875.5

Loans / Deposits (%)

82.5

Profitability Data (MRQ Ann.)

Net Income ($M)

25.1

ROAA (%)

1.10

Net Interest Margin (%)

4.24

Efficiency Ratio (%)

66.2

Asset Quality

NPAs / Assets (%)

1.37

Reserves / Loans (%)

1.01

NCOs / Avg. Loans (%)

0.02

Transaction Summary

5

Aggregate Deal Value

$434 million

(1)

Consideration to Common

100% stock to Carlile

common shareholders

Options Treatment –

Value

Cashed out –

$13.7 million

(2)

Shares Issued to Common

8.9 million shares of IBTX stock

(2)

issued to Carlile

common shareholders

Maximum Dividend

$55.25 million

Minimum Tangible Common Equity

$200 million required at close

Common Equity Raise

400,000 shares of IBTX common stock have been subscribed for

in a private placement at $52.50 per share for gross proceeds of $21 million

Board Seats

Representatives of Carlile

Bancshares will receive the greater of three board

seats or 25% of the Independent Bank Group board

Lock-Up Agreement

One year for directors and principal shareholders of Carlile

Bancshares with

respect to 94% of the shares they receive in the transaction

Anticipated Closing

Second quarter of 2017

1) Based on a negotiated IBTX stock price of $47.40 per share

2) Based on an IBTX closing stock price of $53.95 per share on November 18, 2016

Merger Multiples

6

Notes:

Carlile

Bancshares

financial

data

as

of

September

30,

2016

Adjusted

for

Carlile

dividend

of

$53.5

million

1) Based on a negotiated IBTX stock price of $47.40 per share

2) Core deposits calculated as total deposits less CDs > $100,000

Carlile Bancshares

$434.0 million

(1)

Transaction Multiples

Price / Tangible Book Value

2.13x

Price / LTM Net Income

19.7x

Price / Est. 2017 Net Income

17.5x

Price / Est. 2018 Net Income

15.8x

Core Deposit Premium

(2)

13.7%

Major Assumptions:

Cost Saves

35.0%

Loan and OREO Mark

$19 million

Financial Impact

7

Assumes impact of merger and $21 million common equity raise

EPS Accretion

(1)

~3.8% accretive in 2017

~8.4% accretive in 2018

Tang. Book Value Per Share Accretion

~1.6% accretive

Tang. Book Value Per Share Earnback

0 years

Internal Rate of Return

~20%

Capital Ratios Pro Forma at Close (Accretion)

(2)

:

Leverage Ratio

8.2% (~65bps Accretive)

Tier 1 Common Ratio

9.0% (~90bps Accretive)

Tier 1 Risk Based Capital Ratio

9.4% (~90bps Accretive)

Total Risk Based Capital

Ratio

11.5% (~15bps Accretive)

Note: Capital raise issuance price of $52.50

1) Excludes one-time transaction costs

2) Change versus Independent Bank Group standalone projected capital ratios as of March 31, 2017

Expanding D/FW Area Footprint

8

Pro Forma Branch Map

Dallas-Fort Worth MSA

Source: SNL Financial

Note: Deposit data as of June 30, 2016 per FDIC filings

Note: Dallas-Fort Worth MSA deposit market share data does not include Grayson County, where Independent has six branches located in the Sherman-Denison MSA with ~$420

million of total deposits

2016

Rank

Institution (ST)

2016

Branches

2016

Deposits

($M)

2016

Market

Share (%)

1

Bank of America Corp. (NC)

147

71,594

29.48

2

JPMorgan Chase & Co. (NY)

234

53,497

22.03

3

Wells Fargo & Co. (CA)

185

19,911

8.20

4

Texas Capital Bancshares Inc. (TX)

7

13,154

5.42

5

BBVA

101

10,320

4.25

6

Cullen/Frost Bankers Inc. (TX)

38

6,277

2.58

7

LegacyTexas Finl Group Inc (TX)

46

5,571

2.29

8

Comerica Inc. (TX)

54

5,088

2.09

9

Hilltop Holdings Inc. (TX)

19

3,665

1.51

10

BOK Financial Corp. (OK)

22

3,618

1.49

Pro Forma

36

3,454

1.42

11

BB&T Corp. (NC)

58

2,886

1.19

12

Capital One Financial Corp. (VA)

36

2,825

1.16

13

NexBank Capital Inc. (TX)

3

2,404

0.99

14

ANB Corp. (TX)

24

2,256

0.93

15

Independent Bk Group Inc. (TX)

15

2,179

0.90

16

Inwood Bancshares Inc. (TX)

15

2,072

0.85

17

Regions Financial Corp. (AL)

17

1,565

0.64

18

First Texas BHC Inc. (TX)

16

1,416

0.58

19

Prosperity Bancshares Inc. (TX)

36

1,394

0.57

20

First Financial Bankshares (TX)

26

1,378

0.57

21

Carlile Bancshares Inc. (TX)

21

1,275

0.52

Top 10 Institutions

853

192,696

79.3

Total For Institutions In Market

1,677

242,892

100.0

Expansion into Attractive North Texas Counties

9

Source: SNL Financial

Median Household Income

2017 –

2022 Projected Population Growth

Denton

County

Tarrant

County

Texas

North Texas Branch Map

$79.1

$61.8

$57.2

$57.5

$50

$55

$60

$65

$70

$75

$80

$85

10.4%

7.9%

7.5%

3.8%

0%

2%

4%

6%

8%

10%

12%

Nationwide

Denton

County

Tarrant

County

Texas

Nationwide

Tarrant County

Denton County

IBTX (22)

Carlile (21)

10

Source:

SNL

Financial,

Forbes,

Fort

Worth

Chamber,

Texas

Christian

University

Website,

University

of

North

Texas

Website,

Denton

Economic

Development

Partnership

•

Entering Tarrant and Denton County, two markets which we have long wanted

to have a meaningful presence due to their attractive demographics and

adjacency to our principal operations

•

Nine branches in Denton, and a top four deposit market share in the county:

–

Denton was one of the fastest growing counties in Texas over the past

five years, with a population increase of over 10%

–

Home to The University of North Texas, which enrolls over 36,000

students and employs over 8,500 faculty and staff

–

Headquarters for Peterbilt

Motors, a leading manufacturer of medium

and heavy duty Class 5 through Class 8 trucks

•

Four branches in Tarrant County, including one branch in Fort Worth, provide

a platform for future growth:

–

Headquarters for American Airlines and Texas Health Resources, which

together employee over 40,000 people in the county

–

Texas Christian University is located near downtown Fort Worth, and

enrolls over 10,000 students

–

Arlington, TX is home to the Dallas Cowboys and Texas Rangers

•

The Cowboys franchise was recently recognized by Forbes as the

most valuable professional sports team in the world at over $4

billion

Expansion into Attractive Markets

$70.2

$62.6

$65.1

$57.5

$50

$55

$60

$65

$70

$75

Franchise Expansion –

Colorado

11

Source: SNL Financial

Median Household Income

2017 –

2022 Projected Population Growth

Denver

Colorado

Springs

Nationwide

Denver

Colorado

Springs

Nationwide

Colorado Branch Map

8.1%

7.1%

7.1%

3.8%

0%

2%

4%

6%

8%

10%

Colorado

Colorado

Carlile

(18)

Entry Into Colorado

12

Source:

SNL

Financial,

Forbes,

CNBC

•

The opportunity to expand into Colorado’s dynamic economy, including the

Denver and Colorado Springs markets

•

Three branches in the Denver MSA provide us with a platform for growth in

the state’s largest market:

–

Denver

is

ranked

1

st

for

“Best

Places

for

Business

and

Careers”

by

Forbes

and

4

th

in

CNBC’s

2016

“Top

Metro

Areas

to

Start

a

Business

in

America”

–

Large employers in the MSA include Centura

Health, Lockheed Martin

and CenturyLink

–

Home to the Denver Broncos, Denver Nuggets, Colorado Rockies and

Colorado Avalanche

•

Four branches in Colorado Springs and a top ten deposit market share in the

MSA:

–

Economically diverse metropolitan area, with employment opportunities

in the defense, manufacturing and high-tech industries

–

Home to the United States Air Force Academy, which enrolls

approximately 4,000 cadets and attracts over a million visitors each

year

–

The city is located near the base of Pike’s Peak, the highest summit of

the southern Front Range and one of the most popular tourist

attractions in Colorado

Summary

13

•

Financially rewarding with immediate EPS and tangible book value accretion, and ~20%

internal rate of return

•

Accretive to regulatory capital and improves loan to deposit and CRE / C&D concentration

ratios

•

Enhanced presence in the dynamic Dallas / Fort Worth market

•

Entry into the Front Range region of Colorado provides Independent a new market for

organic growth and acquisition opportunities

•

Independent

will

rank

as

the

9

th

largest

Texas-based

bank

by

assets

and

8

th

largest

by

total

deposits with $8.0 billion in assets and $6.3 billion in deposits

(1)

1) As of September 30, 2016

Carlile

Bancshares Financial Highlights

14

Source: SNL Financial

12/31/12 -

For the Years Ended:

Quarters Ended:

9/30/16

2012

2013

2014

2015

12/31/2015

3/31/2016

6/30/2016

9/30/2016

CAGR

Balance Sheet ($000)

Assets

1,987,055

1,792,847

2,392,485

2,343,262

2,343,262

2,297,281

2,270,108

2,324,879

4.3%

Total Loans & Leases

1,124,318

1,047,710

1,454,955

1,401,384

1,401,384

1,399,548

1,475,651

1,547,690

8.9%

Deposits

1,581,429

1,476,571

1,963,612

1,895,385

1,895,385

1,879,249

1,820,387

1,875,537

4.7%

Equity

263,995

270,053

376,083

398,282

398,282

371,141

378,072

384,667

10.6%

Tangible Common Equity

193,350

193,429

246,966

271,232

271,232

244,562

250,007

257,014

7.9%

Profitability (%)

Net Income ($000)

2,429

5,169

13,205

21,660

5,100

4,895

5,810

6,274

ROAA

NA

0.28

0.65

0.94

0.88

0.86

1.03

1.10

ROAE

NA

1.93

4.21

5.60

5.14

5.09

6.20

6.58

Net Interest Margin

NA

4.45

4.46

4.10

3.98

4.11

4.18

4.24

Efficiency Ratio

80.2

74.8

73.8

67.4

69.8

68.0

67.2

66.2

Balance Sheet Ratios (%)

Loans/Deposits

71.1

71.0

74.1

73.9

73.9

74.5

81.1

82.5

Leverage Ratio

15.2

11.6

11.2

13.2

13.2

11.9

12.1

12.2

Tier 1 Common Ratio

15.1

15.1

14.9

16.7

16.7

14.7

14.7

14.3

Tier 1 Risk Based Ratio

16.2

16.4

15.9

17.5

17.5

15.5

15.3

14.8

Total Risk-Based Capital Ratio

16.5

17.2

16.7

18.4

18.4

16.5

16.2

15.7

Asset Quality (%)

NPAs / Assets

4.33

2.96

1.39

1.11

1.11

1.11

1.42

1.37

LLR / Loans

0.30

0.97

0.88

1.03

1.03

1.07

1.05

1.01

LLR / NPAs

3.9

19.1

38.3

55.5

55.5

58.8

47.8

49.1

NCOs/Avg Loans

NA

0.2

0.1

0.0

0.1

0.0

0.1

0.0

Independent Bank Group Financial Highlights

15

Source: SNL Financial and Independent Bank Group

12/31/12 -

For the Years Ended:

Quarters Ended:

9/30/16

2012

2013

2014

2015

12/31/2015

3/31/2016

6/30/2016

9/30/2016

CAGR

Balance Sheet ($000)

Assets

1,740,060

2,163,984

4,132,639

5,055,000

5,055,000

5,261,967

5,446,797

5,667,195

37.0%

Total Loans & Leases

1,378,676

1,726,543

3,205,050

4,000,151

4,000,151

4,137,072

4,263,407

4,365,889

36.0%

Deposits

1,390,740

1,710,319

3,249,598

4,028,279

4,028,279

4,171,952

4,208,405

4,416,493

36.1%

Equity

124,510

233,772

540,851

627,309

627,309

616,258

629,628

643,253

54.9%

Tangible Common Equity

92,517

195,920

275,001

328,371

328,371

342,286

356,148

370,265

44.7%

Profitability (%)

Net Income ($000)

17,377

19,800

28,978

38,786

10,561

12,452

11,809

14,504

ROAA

1.17

1.04

0.87

0.88

0.87

0.95

0.88

1.05

ROAE

16.54

9.90

6.65

6.87

7.09

8.01

7.56

9.09

Net Interest Margin

4.40

4.30

4.19

4.05

4.00

4.06

3.94

3.68

Efficiency Ratio

67.0

63.9

56.4

57.3

57.5

53.5

59.2

50.9

Balance Sheet Ratios (%)

Loans/Deposits

98.5

100.8

98.5

99.0

99.0

99.0

101.0

98.7

Leverage Ratio

6.45

10.71

8.15

8.28

8.28

7.36

7.42

7.46

Tier 1 Common Ratio

6.87

11.61

8.53

7.94

7.94

7.92

7.89

7.92

Tier 1 Risk Based Ratio

8.22

12.64

9.83

8.92

8.92

8.36

8.27

8.29

Total Risk-Based Capital Ratio

10.5

13.8

12.6

11.1

11.1

10.5

11.4

11.2

Asset Quality (%)

NPAs / Assets

1.58

0.58

0.35

0.36

0.36

0.62

0.34

0.23

LLR / Loans

0.83

0.81

0.58

0.68

0.68

0.73

0.73

0.68

LLR / NPAs

41.6

111.8

128.6

149.5

149.5

93.1

165.0

223.1

NCOs/Avg Loans

0.06

0.09

0.03

0.02

0.00

0.01

0.11

0.32

Pro Forma Loan Portfolio

16

Yield on loans:  4.73%

Yield on loans:  5.34%

Yield on loans:  4.89%

Independent Bank Group

Carlile

Bancshares

Pro Forma

Source:

SNL

Financial,

Independent

Bank

Group,

Carlile

Bancshares

Note: Financial data as of September 30, 2016

Resi. RE

14.6%

Comm.

RE &

Multi

53.1%

Const. &

Land

17.1%

C&I

12.3%

Cons. &

Other

2.8%

Resi. RE

13.5%

Comm.

RE &

Multi

38.2%

Const. &

Land

15.9%

C&I

27.6%

Cons. &

Other

4.8%

Resi. RE

14.3%

Comm.

RE &

Multi

49.2%

Const. &

Land

16.8%

C&I

16.3%

Cons. &

Other

3.3%

Loans ($M)

Residential RE

640

$    

14.6%

Commercial RE & Multi

2,320

53.1%

Construction & Land

748

17.1%

C&I

537

12.3%

Consumer & Other

121

2.8%

Total

4,366

$ 

100.0%

Loans ($M)

Residential RE

209

$    

13.5%

Commercial RE & Multi

592

38.2%

Construction & Land

246

15.9%

C&I

428

27.6%

Consumer & Other

74

4.8%

Total

1,548

$ 

100.0%

Loans ($M)

Residential RE

848

$    

14.3%

Commercial RE & Multi

2,912

49.2%

Construction & Land

994

16.8%

C&I

965

16.3%

Consumer & Other

195

3.3%

Total

5,914

$ 

100.0%

Pro Forma Deposit Composition

17

Independent Bank Group

Carlile

Bancshares

Pro Forma

Cost of deposits:  0.38%

Cost of deposits:  0.24%

Cost of deposits:  0.34%

Loans / Deposits:  98.9%

Loans / Deposits:  82.5%

Loans / Deposits:  94.0%

Deposits ($M)

NIB Demand

1,143

$ 

25.9%

NOW & Other Trans.

714

16.2%

Savings & MMDA

1,679

38.0%

Retail CDs

119

2.7%

Jumbo CDs

762

17.2%

Total

4,416

$ 

100.0%

Deposits ($M)

NIB Demand

227

$    

12.1%

NOW & Other Trans.

172

9.2%

Savings & MMDA

1,153

61.5%

Retail CDs

121

6.5%

Jumbo CDs

202

10.8%

Total

1,876

$ 

100.0%

Deposits ($M)

NIB Demand

1,371

$ 

21.8%

NOW & Other Trans.

886

14.1%

Savings & MMDA

2,832

45.0%

Retail CDs

240

3.8%

Jumbo CDs

963

15.3%

Total

6,292

$ 

100.0%

NIB

Demand

25.9%

NOW &

Other

Trans.

16.2%

Savings &

MMDA

38.0%

Retail

CDs

2.7%

Jumbo

CDs

17.2%

NIB

Demand

12.1%

NOW &

Other

Trans.

9.2%

Savings &

MMDA

61.5%

Retail

CDs

6.5%

Jumbo

CDs

10.8%

NIB

Demand

21.8%

NOW &

Other

Trans.

14.1%

Savings &

MMDA

45.0%

Retail

CDs

3.8%

Jumbo

CDs

15.3%

Source: SNL Financial, Independent Bank Group

Note: Financial data as of September 30, 2016

Contact Information

18

Corporate Headquarters

Analysts/Investors:

Independent Bank Group,

Inc.

Michelle

Hickox

1600

Redbud Blvd

Executive

Vice

President

and

Chief

Financial

Officer

Suite

400

(972) 562-9004

McKinney, TX 75069

mhickox@ibtx.com

(972) 562-9004 Telephone

Media:

(972) 562-7734 Fax

Peggy

Smolen

www.ibtx.com

Director

of Marketing

(972)

562-9004

psmolen@ibtx.com