Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01.Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated herein by reference.
On January 1, 2019, to the terms of the Merger Agreement, Guaranty merged with and into Independent, with Independent continuing as the surviving entity in the Merger. Immediately after the Merger, Guaranty’s wholly owned bank subsidiary, Guaranty Bank and Trust Company, merged with and into Independent’s wholly owned bank subsidiary, Independent Bank (the “Bank Merger”), with Independent Bank as the surviving entity in the Bank Merger.
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Guaranty (except for shares that were owned directly by Independent or Guaranty, subject to certain customary exceptions, which were cancelled in the Merger) was converted into the right to receive 0.45 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”). No fractional shares of Company Common Stock were issued in the Merger, and Guaranty stockholders became entitled to receive cash in lieu of fractional shares.
In connection with the completion of the Merger, on January 1, 2019, the Company entered into supplemental indentures and assumption letters to which it assumed Guaranty’s obligations as required by the indentures and certain related agreements with respect to Guaranty’s outstanding Floating Rate Junior Subordinated Notes due 2034 (and Guaranty’s guarantee of certain outstanding trust preferred securities relating thereto), Junior Subordinated Debt Securities due 2033 (and Guaranty’s guarantee of certain outstanding trust preferred securities relating thereto) and 5.75% Fixed-to-Floating Rate Subordinated Notes due 2026, which collectively have an aggregate principal amount of $65.8 million, in each case before related acquisition accounting fair market value adjustments.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Independent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2018, and is incorporated herein by reference.
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Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note is incorporated herein by reference.
At the Effective Time, Paul W. Taylor, the former President and Chief Executive Officer of Guaranty, was appointed to the Board of Directors of the Company (the “Board”) as a Class III director for a term expiring at the 2019 annual meeting of Independent’s shareholders. Mr. Taylor has been appointed to serve on the Strategic Planning Committee of the Board. The Company intends to enter into a customary indemnification agreement with Mr. Taylor in connection with his appointment as a director, consistent with those entered into with the Company’s other directors.
Mr. Taylor previously served as President and Chief Executive Officer of Guaranty. Mr. Taylor was appointed President and Chief Executive Officer and as a director of Guaranty in 2011. Prior to becoming
Guaranty’s President and Chief Executive Officer, Mr. Taylor was Executive Vice President, Chief Financial and Operating Officer and Secretary of Guaranty (serving in one or more of those capacities since 2004).
On December 31, 2018, Mr. Taylor entered into a consulting agreement (the “Consulting Agreement”) to provide services as a consultant to Independent Bank for a term of six months following the closing of the Merger, which may be extended by mutual written agreement. Under the Consulting Agreement, Mr. Taylor is entitled to receive a monthly retainer of $25,000 and is entitled to reimbursement for expenses in the course of rendering services under the Consulting Agreement.
Other than the Merger Agreement, there are no arrangements between Mr. Taylor and any other person to which Mr. Taylor was selected as a director. Other than the Consulting Agreement, there are no transactions in which Mr. Taylor has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01.Other Events.
On January 2, 2019, Independent issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(a)Financial Statements of Business Acquired.
Independent intends to file the financial statements of Guaranty required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b)Pro Forma Financial Information.
Independent intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d)Exhibits.
* The registrant has omitted schedules and similar attachments to the subject agreement to Item 601(b)(2) of Regulation S-K. Independent agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request.
Independent Bank Group, Inc. Exhibit
EX-99.1 2 f1-closingpressreleasefina.htm EXHIBIT 99.1 Exhibit Press Release For Immediate ReleaseINDEPENDENT BANK GROUP,…
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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.