Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Completion of Acquisition or Disposition of Assets

ME Staff 8-k
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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.

On April 1, 2017, Independent Bank Group, Inc., a Texas
corporation and parent company of Independent Bank (Independent),
completed the acquisition (the Merger) of Carlile Bancshares,
Inc., a Texas corporation and parent company of Northstar Bank,
Denton, Texas (Carlile), to that certain previously announced
Agreement and Plan of Reorganization, dated November 21, 2016
(the Reorganization Agreement). Immediately following the Merger,
Northstar Bank was merged with and into Independent Bank.
Under the terms of the Reorganization Agreement, Independent
issued 8,804,751 shares of Independent common stock as
consideration for all of the outstanding securities of Carlile
and paid $19.0 million in cash to cash out options to purchase
shares of Carlile common stock.
The press release issued by Independent announcing completion of
the Merger is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Four proposals were submitted to a vote of security holders at
the special meeting of the shareholders of Independent held on
March 30, 2017:
Proposal One: To approve the Reorganization Agreement and the
Merger.
Proposal Two: To approve the issuance of shares of Independent
common stock to Carlile shareholders in connection with the
Merger.
Proposal Three: To elect each of Tom C. Nichols, Mark K. Gormley
and Christopher M. Doody to fill the three vacant director seats
on Independents Board of Directors, with the election of such
directors being subject to the completion of the Merger.
Proposal Four: To approve the adjournment of the Independent
special meeting to a later date or dates, if the Board of
Directors determines it is necessary to permit solicitation of
additional proxies if there are not sufficient votes at the time
of the Independent special meeting to approve the first three
proposals listed above.
Proposal One: To Approve the Agreement and the Merger
This proposal, to which Carlile would merge with and into
Independent, all on and subject to the terms and conditions
contained in the Reorganization Agreement and the Merger
described therein, was approved with shareholders casting votes
as follows:
For
Against
Abstain
Broker Non-Votes
Proposal One
15,196,771
5,351
Proposal Two: To Approve the Issuance of Independent Common Stock
This proposal, to which Independent would issue shares of
Independent common stock to Carlile shareholders in connection
with the Merger, was approved with shareholders casting votes as
follows:
For
Against
Abstain
Broker Non-Votes
Proposal Two
15,191,581
10,541
Proposal Three: To Elect the Nominees to the Board of Directors
This proposal, to which each of Tom C. Nichols, Mark K. Gormley
and Christopher M. Doody would be elected to fill the three
vacant director seats on Independents Board of Directors, with
the election of such directors being subject to the completion of
the Merger, was approved with shareholders casting votes as
follows:
For
Withhold
Broker Non-Votes
Proposal Three:
Tom C. Nichols
14,057,264
1,144,975
Mark K. Gormley
15,039,392
162,847
Christopher M. Doody
15,022,244
179,995
All three of the foregoing nominees were elected to the
Independent Board of Directors upon consummation of the Merger on
April 1, 2017.
Proposal Four: To Adjourn the Special Meeting of Shareholders, if
Necessary
Because Proposal One, Proposal Two and Proposal Three were
approved and the total votes cast on each of Proposal One,
Proposal Two and Proposal Three represented over the requisite
percentage of outstanding securities entitled to vote, no
adjournment to solicit additional proxies was necessary and,
therefore, no action was required with respect to Proposal Four.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following are filed as exhibits to this Current Report on
Form 8-K:
2.1
Agreement and Plan of Reorganization, dated as of
November 21, 2016, by and between Independent Bank
Group, Inc. and Carlile Bancshares, Inc. (incorporated
herein by reference to Appendix A to Independents
Registration Statement on Form S-4 (Registration No.
333-215644)).
99.1
Press Release issued by Independent Bank Group, Inc.
dated April 3, 2017, relating to completion of the
Merger.


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.

Independent Bank Group, Inc. (NASDAQ:IBTX) Recent Trading Information

Independent Bank Group, Inc. (NASDAQ:IBTX) closed its last trading session down -0.90 at 63.40 with 111,914 shares trading hands.