Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Group, Inc. (the Company) and Carlile Bancshares, Inc. (CBI)
entered into an Agreement and Plan of Reorganization
(Reorganization Agreement), whereby the Company acquired CBI
through the merger of CBI with and into the Company. This
transaction was completed, effective as of April 1, 2017. The
Reorganization Agreement provided that at least three individuals
associated with CBI would be elected to the Board of Directors of
the Company (the Board) as part of the transaction. Tom C.
Nichols, Christopher M. Doody and Mark K. Gormley were elected to
the Board effective April 1, 2017, in satisfaction of this
requirement.
that the Company enter into agreements regarding the election of
the CBI related nominees. On March 28, 2017, the Company entered
into a CBI Nominee Agreement (the Agreement and, collectively,
the Agreements) with each of (i) Tom C. Nichols (Nichols), (ii)
Trident IV PF Depositary Holdings, LLC and Trident IV Depositary
Holdings, LLC (collectively, Trident) and (iii) LEP Carlile
Holdings, LLC (LEP), and together with Nichols and Trident, the
Investors), copies of which are attached as Exhibit 10.1, Exhibit
10.2>and Exhibit 10.3>and are incorporated herein by
reference. to these Agreements, such Investors would have certain
continuing rights to propose board nominees (Nominees) and
maintain representation on the Board. The following is a summary
of the Agreements:
satisfy the Companys governance and ethics policies, the Company
is required to nominate and recommend Nichols for election as a
Class I director of the Company, and the Company, as the sole
shareholder of Independent Bank, is required to elect Nichols as
a director of Independent Bank.
designate one person as a Nominee to serve on the Companys Board
during the term of their Agreements. Mr. Doody is currently the
designee of Trident and Mr. Gormley is currently the designee of
LEP. Provided that these individuals continue to satisfy the
Companys governance and ethics policies, the Company is obligated
to nominate and recommend Gormley as a Class II director and
Doody as a Class III director. Trident and LEP have the right to
appoint substitute representatives in certain circumstances.
aggregate number of shares of common stock of the Company
received to the Reorganization Agreement, then upon the written
request of the Companys Board, Nichols will, and Trident and LEP
will cause their Nominee to, resign from the Companys Board and
the Company will have no further obligation to nominate and
recommend such Nominee for election to the Companys Board.
more than 5% of the outstanding common stock of the Company. The
Board is currently comprised of twelve directors, and as required
by the Reorganization Agreement, Messrs. Nichols, Doody and
Gormley, as the CBI related Nominees, constitute 25% of the
Companys Board members.
indemnification as the Companys other nonemployee directors.
Report on Form 8-K:
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Exhibit No.
|
Description of Exhibit
|
|
Exhibit 10.1
|
CBI Nominee Agreement, dated March 28, 2017, by and
among the Company and Tom C. Nichols |
|
Exhibit 10.2
|
CBI Nominee Agreement, dated as of March 28, 2017, by
and among the Company and Trident IV PF Depositary Holdings, LLC and Trident IV Depositary Holdings, LLC |
|
Exhibit 10.3
|
CBI Nominee Agreement, dated March 28, 2017, by and
among the Company and LEP Carlile Holdings, LLC |
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 -1.50 at 58.25 with 65,646 shares trading hands.
