Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01 thereof that the Company had completed its acquisition
of Carlile Bancshares, Inc. (Carlile) and Carliles wholly owned,
consolidated subsidiary, Northstar Bank (Northstar Bank), as
contemplated by the Agreement and Plan of Reorganization, dated
as of November21, 2016, by and between the Company and Carlile.
As permitted under Item901(a)(4) and Item9.01(b)(2) of Form 8-K,
the consolidated financial statements of Carlile required to be
filed under Item9.01(a) of Form 8-K (Form 8-K) of the Securities
and Exchange Commission (the SEC) and the pro forma financial
information required to be filed under Item9.01(b) of Form 8-K
were not included in the Current Report on Form 8-K of the
Company filed on April3, 2017, and this Amendment No.1 to such
Form 8-K (Form8-K/A) is being filed to file with the SEC such
historical financial statements of Carlile and such pro forma
financial information.
Item9.01 Financial Statements and Exhibits
| (a) |
Financial statements of businesses acquired. |
| (i) |
The audited consolidated balance sheets of Carlile as of December31, 2016 and 2015, and the audited consolidated statements of income, comprehensive income, changes in equity and cash flows of Carlile for the years then ended, the related notes thereto and the report of Crowe Horwath LLP, Carliles independent auditors, thereon required by this item are included as Exhibit 99.2 hereto and incorporated by reference herein. |
| (ii) |
The unaudited consolidated balance sheet of Carlile, as of March31, 2017, and the consolidated statement of income, comprehensive income, changes in equity and cash flows of Carlile for the three months ended March31, 2017, and the related notes thereto required by this item are included as Exhibit99.3 hereto and incorporated herein by reference. |
| (b) | Pro forma financial information. |
| (i) |
The unaudited pro forma combined condensed consolidated balance sheet of the Company and its subsidiaries giving effect to the acquisition of Carlile as of March31, 2017, and the unaudited pro forma combined condensed consolidated statements of income of the Company and its subsidiaries giving effect to the acquisition of Carlile for the three months ended March31, 2017, and the year ended December31, 2016, and the related notes thereto required by this item are included as Exhibit99.4 hereto and incorporated herein by reference. |
| (c) | Shell Company Transactions. |
| (i) | Not applicable. |
| (d) | Exhibits. |
The following are filed as exhibits to this Current Report on
Form 8-K/A:
| 2.1 |
Agreement and Plan of Reorganization, dated as of November21, 2016, by and between Independent Bank Group, Inc. and Carlile Bancshares, Inc. (incorporated herein by reference to Appendix A to the Companys Registration Statement on Form S-4 (Registration No. 333-215644)). |
|
| 23.1* | Consent of Crowe Horwath LLP. | |
| 99.1 |
Press Release issued by Independent Bank Group, Inc. dated April 3, 2017, relating to completion of the Acquisition (incorporated herein by reference to Exhibit 99.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017). |
|
| 99.2* |
Audited Consolidated Financial Statements of Carlile Bancshares, Inc. as of and for the years ended December31, 2016 and 2015. |
2
| 99.3* |
Unaudited Consolidated Financial Statements of Carlile Bancshares, Inc. as of and for the three months ended March31, 2017. |
|
| 99.4* |
Unaudited Pro Forma Combined Condensed Consolidated Balance Sheet of the Company and its subsidiaries giving effect to the acquisition of Carlile Bancshares, Inc. as of March31, 2017, and Unaudited Pro Forma Combined Condensed Consolidated Statements of Income of the Company and its subsidiaries giving effect to the acquisition of Carlile Bancshares, Inc. for the three months ended March31, 2017, and the year ended December31, 2016. |
| * | Filed herewith. |
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About Independent Bank Group, Inc. (NASDAQ:IBTX)
Independent Bank Group, Inc. is a bank holding company. Through the Company’s subsidiary, Independent Bank (the Bank), it provides a range of commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Its commercial lending products include owner-occupied commercial real estate loans, interim construction loans, commercial loans to a mix of small and midsized businesses, and loans to professionals, particularly medical practices. Its retail lending products include residential first and second mortgage loans and consumer installment loans, such as loans to purchase cars, boats and other recreational vehicles. The Company operates approximately 40 banking offices in the Dallas-Fort Worth metropolitan area, the Austin/Central Texas area, and the Houston metropolitan area. The Company also provides wealth management services to its customers, including investment advisory and other related services.