INDEPENDENT BANK GROUP, INC. : Other Events (form 8-K)

Item 8.01.  Other Events.
As previously disclosed, on December 9, 2019, Independent Bank Group, Inc.
("IBTX") and Texas Capital Bancshares, Inc. ("TCBI") entered into an Agreement
and Plan of Merger (the "Merger Agreement") providing for the merger (the
"Merger") of TCBI with and into IBTX, with IBTX continuing as the surviving
entity in the Merger (the "Combined Company"), immediately followed by the
merger (the "Bank Merger") of Texas Capital Bank, National Association, TCBI's
wholly owned subsidiary, with and into Independent Bank, IBTX's wholly owned
subsidiary, with Independent Bank as the surviving bank in the Bank Merger (the
"Combined Bank"). Pursuant to the terms of the Merger Agreement, at the
effective time of the Merger (the "Effective Time") the Board of Directors of
the Combined Company and the Combined Bank will be comprised of 13 directors, of
which 7 will be former members of the Board of Directors of TCBI and of which 6
will be former members of the Board of Directors of IBTX. As previously
announced, effective as of the Effective Time, David R. Brooks will continue as
Chairman, President and Chief Executive Officer of the Combined Company and the
Combined Bank, Larry L. Helm will be appointed as lead independent director of
the Combined Company, and C. Keith Cargill will serve as Special Advisor to the
Chairman, President and Chief Executive Officer.
On February 3, 2020, IBTX and TCBI issued a joint press release announcing the
individuals anticipated to serve on the Combined Company's and the Combined
Bank's Board of Directors (the "Boards") upon (and subject to) completion of the
Merger. TCBI has selected the following individuals to serve on the Boards
effective as of the Effective Time: Larry L. Helm, James H. Browning, David S.
Huntley, Charles S. Hyle, Robert W. Stallings, Dale W. Tremblay and Patricia A.
Watson, and IBTX has selected the following individuals to serve on the Boards
effective as of the Effective Time: David R. Brooks, William E. Fair, J. Webb
Jennings III, Alicia K. Harrison, G. Stacy Smith and Michael T. Viola.
A copy of the press release described above is filed as exhibit 99.1 to this
Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits.
Exhibit 99.1           Press Release, dated February 3, 2020

Exhibit 101.SCH *    Inline XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL *    Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF *    Inline XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB *    Inline XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE *    Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104          Cover Page Interactive Data File (the cover page XBRL tags are
                     embedded within the Inline XBRL document)



*  Filed herewith.
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 and 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 IBTX's
and TCBI's current expectations and assumptions regarding IBTX's and TCBI's
businesses, the economy, and other future conditions. Because forward-looking
statements relate to future results and occurrences, they are subject to

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inherent uncertainties, risks, and changes in circumstances that are difficult
to predict. Many possible events or factors could affect IBTX's or TCBI'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 IBTX and TCBI, the
outcome of any legal proceedings that may be instituted against IBTX or TCBI,
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 IBTX and TCBI 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 IBTX and
TCBI successfully, and the dilution caused by IBTX'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 IBTX and TCBI 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, TCBI 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, 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 TCBI'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.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger between IBTX and TCBI, IBTX filed a
registration statement on Form S-4 with the SEC on January 21, 2020 to register
the shares of IBTX's capital stock to be issued in connection with the merger.
The registration statement includes a joint proxy statement/prospectus. The
registration statement has not yet become effective. After the Form S-4 is
effective, a definitive joint proxy statement/prospectus will be sent to the
shareholders of IBTX and TCBI 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 IBTX, TCBI 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 IBTX at
its website, www.ibtx.com, or from TCBI at its website,
www.texascapitalbank.com. Documents filed with the SEC by IBTX will be available
free of charge by accessing the Investor Relations page of IBTX's website at
www.ibtx.com or, alternatively, by directing a request by telephone or mail to
Independent Bank Group, Inc., 7777 Henneman Way, McKinney, Texas 75070, (972)
562-9004, and documents filed with the SEC by TCBI will be available free of
charge by accessing TCBI'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 Bancshares, Inc.,
2000 McKinney Avenue, Suite 700, Dallas, Texas 75201, [phone].
Participants in the Solicitation
IBTX, TCBI and certain of their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies from the
shareholders of IBTX and TCBI 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

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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 IBTX, and its directors and executive officers, may be found in IBTX'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 IBTX with the SEC. Additional information about TCBI, and its directors and executive officers, may be found in TCBI'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 TCBI with the SEC. These documents can be obtained free of charge from the sources described above.

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