Item 7.01 Regulation FD Disclosure
OnNovember 1, 2021 ,Veritex Holdings, Inc. (the "Company"), the parent holding company forVeritex Community Bank ("Bank"), aTexas state chartered bank, completed its acquisition ofNorth Avenue Capital, LLC ("NAC"). Under the terms of the definitive agreement for the acquisition, the Bank paid$57.5 million in cash to existing shareholders of NAC. Three years after the transaction, NAC has the right, subject to adjustment, to receive an additional$5 million in cash subject to certain performance measures. NAC will continue to operate under its current name and brand and in its current office space, as a wholly owned subsidiary of the Bank. OnNovember 1, 2021 , the Company issued a press release announcing the completion of its acquisition of NAC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 (including Exhibit 99.1) of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Forward Looking Statement This press release includes "forward-looking statements," within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on various facts and derived utilizing important assumptions, current expectations, estimates and projections and are subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include, without limitation, statements relating to the impactVeritex expects its acquisition of NAC to have on its operations, financial condition, and financial results, andVeritex's expectations about its ability to successfully integrate the combined businesses and the amount of cost savings and overall operational efficienciesVeritex expects to realize as a result of the acquisition. The forward-looking statements also include statements aboutVeritex's future financial performance, business and growth strategy, projected plans and objectives, as well as other projections based on macroeconomic and industry trends, which are inherently unreliable due to the multiple factors that impact economic trends, and any such variations may be material. Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans" and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts, although not all forward-looking statements include the foregoing. Further, certain important factors could affect future results and cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, that the businesses ofVeritex and NAC will not be integrated successfully, that the cost savings and any synergies from the acquisition may not be fully realized or may take longer to realize than expected, disruption from the acquisition making it more difficult to maintain relationships with employees, customers or other parties with whomVeritex or NAC have business relationships, diversion of management time on acquisition-related issues, the reaction to the transaction of the companies' customers, employees and counterparties and other factors, many of which are beyond the control ofVeritex and NAC. We refer you to the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections ofVeritex's Annual Report on Form 10-K for the year endedDecember 31, 2020 and any updates to those risk factors set forth inVeritex's Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings, which have been filed with theSEC and are available on theSEC's website at www.sec.gov. If one or more events related to these or other risks or uncertainties materialize, or ifVeritex's underlying assumptions prove to be incorrect, actual results may differ materially from whatVeritex or NAC anticipates. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. NeitherVeritex nor NAC undertakes any obligation, and specifically declines any obligation, to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Item 9.01 Financial Statements and Exhibits (d) Exhibits. --------------------------------------------------------------------------------
Exhibit Number Description 99.1 Press release, datedNovember 1, 2021 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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