Item 8.01. Other Events.
(a) As previously disclosed, onDecember 9, 2019 , Independent Bank Group, Inc. ("IBTX") andTexas 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") ofTexas Capital Bank, National Association , TCBI's wholly owned subsidiary, with and intoIndependent Bank , IBTX's wholly owned subsidiary, withIndependent 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 theCombined 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 theCombined Bank ,Larry L. Helm will be appointed as lead independent director of the Combined Company, andC. Keith Cargill will serve as Special Advisor to the Chairman, President and Chief Executive Officer.
On
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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1 Press Release, datedFebruary 3, 2020 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
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
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
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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
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
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