Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
On June 1, 2018, Independent Bank Group, Inc., a Texas corporation and parent company of Independent Bank (“Independent”), completed the acquisition (the “Merger”) of Integrity Bancshares, Inc., a Texas corporation and parent company of Integrity Bank, SSB, Houston, Texas (“Integrity”), to that certain previously announced Agreement and Plan of Reorganization, dated November 28, 2017 (the “Reorganization Agreement”). Immediately following the Merger, Integrity Bank was merged with and into Independent Bank, with Independent Bank surviving the Merger.
Under the terms of the Reorganization Agreement, Independent issued 2,072,131 shares of Independent common stock and paid approximately $30 million in cash to the shareholders of Integrity Bancshares as consideration for all of the outstanding securities of Integrity. In addition, Independent paid approximately $900 thousand in cash to certain option holders to cash out unexercised options to purchase shares of Integrity Bancshares common stock.
Independent’s acquisition of Integrity Bancshares does not constitute a business acquisition at the significance level that would require the filing of financial statements as contemplated by Rule 3.05 of RegulationS‑X.
The foregoing description of the Reorganization Agreement does not purport to be complete and is qualified in its entirety by reference to the Reorganization Agreement, which is incorporated by reference as AppendixA to Independent’s Registration Statement on Form S-4 (Registration No. 333-222804).
The press release issued by Independent announcing completion of the Merger is attached as Exhibit99.1 to this Current Report on Form8-K.
Item 2.01 Financial Statements and Exhibits.
(d)Exhibits
The following are filed as exhibits to this Current Report on Form 8-K:
Independent Bank Group, Inc. ExhibitEX-99.1 2 pressrelease-integrityclos.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Press ReleaseFor Immediate Release Independent Bank Group,…To view the full exhibit click here
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.
