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”), Independent Bank, and Piper Jaffray& Co. and U.S. Bancorp Investments, Inc. (together, the “Underwriters”), have entered into an Underwriting Agreement, dated December13, 2017 (the “Underwriting Agreement”), to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $30,000,000 aggregate principal amount of the Company’s 5.00% Fixed-to-Floating Rate Subordinated Notes due December31, 2027 (the “Notes”). The Notes will be issued, to a Second Supplemental Indenture, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”) (the “Second Supplemental Indenture” to be entered into at closing, which will supplement the Indenture, dated as of June 25, 2014, between the Company and the Trustee (the “Base Indenture”)). The Notes will rank equally with the Company’s 5.875% Subordinated Notes due August1, 2024 (the “Existing Notes”), which were issued to the Base Indenture as supplemented by the First Supplemental Indenture dated as of July17, 2014, between the Company and the Trustee (the “First Supplemental Indenture”). The Base Indenture as supplemented by the First Supplemental Indenture and to be supplemented by the Second Supplemental Indenture is herein referred to collectively as, the “Indenture.” The Base Indenture was an exhibit to the Company’s Amendment No.1 to Registration Statement on FormS-3 as filed with the Securities and Exchange Commission (the “Commission”) on June25, 2014, and the First Supplemental Indenture was an exhibit to the Company’s Current Report on Form8-K filed with the Commission on July18, 2014. Such filings can be found on the Commission’s EDGAR system at www.sec.gov or on the Company’s website at www.ibtx.com. The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Company’s Registration Statement on FormS-3 (File No.333-218782) (the “Registration Statement”) related to the offering and sale of the Notes. The Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company and the Underwriters expect to consummate the sale and purchase of the Notes to the Underwriting Agreement on December19, 2017.
The Notes will be sold to the public by the Underwriters at a price equal to 50% of the aggregate principal amount of the Notes. The net proceeds to the Company from the sale of the Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the Notes, will be $29,550,000. The Notes will bear interest at a fixed rate per annum equal to 5.00% from and including December19, 2017, to, but excluding, December31, 2022, payable semiannually on June30 and December31 (each, a “Fixed Rate Interest Payment Date”) of each year beginning June30, 2018. From and including December31, 2022, to, but excluding, the maturity date, the Notes will bear interest at a floating rate equal to three-month LIBOR as calculated on each applicable date of determination, plus a spread of 283 basis points, provided that if three-month LIBOR for the applicable floating rate interest period is less than zero, the three-month LIBOR rate will be deemed to be zero, payable quarterly in arrears on March31, June30, September30 and December31 of each year (each, a “Floating Rate Interest Payment Date”), commencing March31, 2023. Payments of interest will be made to each person in whose name such Note is registered at the close of business on the June15 or December15 immediately preceding the applicable Fixed Rate Interest Payment Date during the period in which interest is payable semiannually and to each person in whose name such Note is registered at the close of business on the March15, June15, September15 or December15 immediately preceding the applicable Floating Rate Interest Payment Date during the period in which interest is payable quarterly. The Notes will mature on December31, 2027.
The Notes will be subordinated, unsecured debt securities of the Company and will rank below the Company’s senior indebtedness, as defined in the Base Indenture, and will rank equally with the Existing Notes and will rank equally with, senior to or junior to other subordinated indebtedness that the Company may issue in the future, as provided by the terms of such indebtedness. In addition, the Notes will rank senior to the Company’s outstanding junior subordinated debentures underlying certain outstanding trust preferred securities. The date of issuance, initial interest accrual date, first interest payment date and issue price of the Notes to be sold in this offering to the Underwriting Agreement were established by action of the Pricing Committee of the Company’s Board of Directors to, and in accordance with, the terms of the Indenture. The terms of the Notes are as set forth in the Indenture, which will govern the Notes, and in the form of the Global Note (as defined below) that will represent the Notes to be sold in the offering.
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The material terms of the Notes are described in the Company’s final prospectus supplement dated December13, 2017, which relates to the offer and sale of the Notes (the “Prospectus Supplement”), and the Company’s prospectus dated June16, 2017, which relates to the offer and sale from time to time of securities of the Company, including subordinated debt securities of the Company to be issued to the Indenture (the “Base Prospectus”). The Prospectus Supplement, together with the Base Prospectus, was filed by the Company with the Commission on December14, 2017, to Rule 424(b)(5)under the Securities Act in connection with the offer and sale of the Notes. A Final Term Sheet, dated December13, 2017, relating to, and setting forth certain terms of, the Notes was filed with the Commission to Rule433 under the Securities Act as of December13, 2017.
The Notes will be delivered in book-entry form only. The Notes will be represented by a single global note in the principal amount of $30,000,000 (the “Global Note”), which will be payable to Cede& Co., as nominee of The Depository Trust Company. The Global Note will be executed by the Company and authenticated by the Trustee in accordance with the Indenture.
The foregoing is a summary and is qualified by reference to the Underwriting Agreement, which is filed herewith as Exhibit1.1 and is incorporated herein by reference.
Item 1.01 Regulation FD Disclosure.
On December13, 2017, the Company issued a press release announcing the commencement of the Company’s offering of the Notes. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K.
On December13, 2017, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is furnished as Exhibit99.2 to this Current Report on Form8-K.
In accordance with the General Instruction B.2 of Form8-K, the information in Item 1.01 of this Current Report on Form8-K, including Exhibit99.1 and Exhibit99.2 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 liability under Section18 of the Exchange Act. The information in Item 1.01 of this Current Report on Form8-K, Exhibit99.1 hereto and Exhibit99.2 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the Commission to the Securities Act, the rules and regulations of the Commission thereunder, the Exchange Act, or the rules and regulations of the Commission thereunder, except as shall be expressly set forth by specific reference in such filing or document.
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Item 1.01 Financial Statements and Exhibits.
(d)Exhibits
The following are exhibits to this Current Report on Form8-K:
|
Exhibit Number |
Description of Exhibit |
| 1.1* | Underwriting Agreement, dated December13, 2017, among Independent Bank Group, Inc., Independent Bank, Piper Jaffray& Co. and U.S. Bancorp Investments, Inc., as underwriters. |
| 4.1** | Subordinated Debt Indenture dated June 25, 2014 by and between Independent Bank Group, Inc. and Wells Fargo Bank, National Association, in its capacity as indenture trustee. |
| 99.1*** | Press Release announcing the commencement of the offering of the Notes issued by Independent Bank Group, Inc., dated December13, 2017. |
| 99.2*** | Press Release announcing the pricing of the Notes issued by Independent Bank Group, Inc., dated December13, 2017. |
| ** | Incorporated herein by reference to Exhibit 4.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-196627) as filed with the Commission on June 25, 2014. |
| *** | Furnished to the Commission 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 d491249dex11.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.