Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The Underwriting Agreement
Independent Bank Group, Inc. (the “Company”) and Arlon Capital Partners LP, Castle Creek Capital Partners IV LP, LEP Carlile Holdings, LLC, Trident IV Depository Holdings, LLC, and Trident IV PF Depository Holdings, LLC, which are shareholders of the Company (collectively, the “Selling Shareholders”), and Stephens Inc., as representative of the Underwriters (as defined below), have entered into an Underwriting Agreement, dated November29, 2017 (the “Underwriting Agreement”), to which, subject to the satisfaction of the conditions set forth therein, the Company and the Selling Shareholders have agreed to sell to the underwriters named in the Underwriting Agreement (the “Underwriters”), and the Underwriters have agreed to purchase from the Company and the Selling Shareholders, an aggregate of 390,000 shares and 1,745,506 shares, respectively (collectively, the “Firm Shares”), of the common stock, par value $0.01 per share, of the Company (the “Common Stock”).
The Underwriters will purchase the shares of Common Stock from the Company at a price, after the underwriting discount, of $60.96 per share, resulting in net proceeds to the Company of approximately $23.77 million. The Underwriters will also purchase the shares of Common Stock from the Selling Shareholders at a price, after the underwriting discount, of $62.40 per share. The Company will not receive any of the proceeds of the sale of shares of common stock by the Selling Shareholders. The Company will use the net proceeds of the sale of shares of Common Stock by it for general corporate purposes, including to increase its consolidated capital to support continued growth through acquisition and continued organic growth.
The Company has also granted the Underwriters an option to purchase up to an additional 58,500 shares of Common Stock (the “Company Option Shares”) within thirty days after November29, 2017 at a price, after the underwriting discount, of $60.96 per share. In addition, LEP Carlile Holdings, LLC, Trident IV Depository Holdings, LLC, and Trident IV PF Depository Holdings, LLC, have granted the Underwriters options to purchase up to an aggregate of 154,453 additional Shares of Common Stock (together with the Firm Shares and the Company Option Shares, the “Shares”) within thirty days after November29, 2017 at a price, after the underwriting discount, of $62.40 per share.
The shares of common stock being sold by the Selling Shareholders include certain of the shares that they had acquired in connection with the Company’s acquisition of Carlile Bancshares, Inc. in April 2017. Prior to the transactions contemplated by the Underwriting Agreement, the Selling Shareholders collectively owned 4,769,133 shares, or approximately 17.15% of the Company’s total shares outstanding. After which transactions, if the options described above are exercised by the Underwriters in full, the Selling Shareholders are expected to collectively own 2,864,174 shares, or approximately 10.15% of total shares outstanding.
to the Underwriting Agreement, the Company’s executive officers and directors, as well as certain of the Selling Shareholders and other certain other shareholders of the Company, entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement providing for a 90-day “lock-up” period with respect to sales of specified securities, subject to certain exceptions.
The offer and sale of the Shares sold in the offering were registered under the Securities Act of 1933, as amended, to an automatically effective shelf registration statement on Form S-3 (Registration No.333-218782) filed June16, 2017. The offer and sale of the Shares in the offering are described in the Company’s prospectus constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated November29, 2017.
The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company, the Company’s Registration Statement and the offering of the Shares. The Company and the Selling Shareholders have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company, Selling Shareholders and the Underwriters expect to consummate the sale and purchase of the Shares to the Underwriting Agreement on December6, 2017.
The Shares will be delivered in book-entry form only.
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The foregoing is a summary of certain terms of the Underwriting Agreement only and is qualified by reference to the Underwriting Agreement and the terms of the offering set forth in the Prospectus. The Underwriting Agreement is filed herewith as Exhibit1.1 hereto and is incorporated herein by reference.
Andrews Kurth Kenyon LLP, special counsel to the Company, has issued an opinion to the Company with respect to the validity of the Shares, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 1.01 Regulation FD Disclosure.
On November 28, 2017, the Company issued a press release announcing the commencement of the offering of the Shares. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
On November 29, 2017, the Company issued a press release announcing the pricing of the offering of the Shares. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K
In accordance with the General Instruction B.2 of Form 8-K, the information in Item 1.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, which are furnished herewith to and relate to Item 1.01, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of Section18 of the Exchange Act. The information in Item 1.01 of this Current Report on Form 8-K, Exhibit 99.1 hereto and Exhibit 99.2 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the SEC to the Securities Act of 1933, as amended, the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.
Item 1.01 Financial Statements and Exhibits.
The following are exhibits to this Current Report on Form 8-K:
| ** | Furnished to the SEC herewith as exhibits relating to information furnished to the Commission under Item 1.01 of Form 8-K. |
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Independent Bank Group, Inc. ExhibitEX-1.1 2 d501308dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION 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.