Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

Entry into Agreement and Plan of Reorganization with
Carlile Bancshares, Inc.

On November 21, 2016, Independent Bank Group, Inc. (Independent)
entered into an Agreement and Plan of Reorganization (the
Agreement) with Carlile Bancshares, Inc., a Texas corporation
(CBI), to which CBI would merge with and into Independent and
Independent would continue as the surviving entity (the Merger).
Subsequent to the Merger, Independent would merge Northstar Bank,
a Texas state banking association and wholly owned subsidiary of
CBI, with and into Independent Bank, a Texas state banking
association and wholly owned subsidiary of Independent, with
Independent Bank continuing as the surviving bank.

Under the terms of the Agreement, Independent will issue shares
of Independent common stock to the shareholders of CBI and pay
cash to CBI option holders. The number of shares of Independent
common stock to be issued to CBI shareholders is based upon
aggregate merger consideration of $434 million divided by an
agreed price of $47.40 per share of Independent common stock,
adjusted for the aggregate amount of cash to be paid to option
holders. Based upon the Independent stock price of $53.95 per
share as of November 18, 2016, Independent would issue
approximately 8.9 million shares of its common stock and pay cash
in the amount of approximately $13.7 million. The $434million
figure used to calculate the merger consideration will be reduced
on a dollar-for-dollar basis if the tangible equity of CBI is
less than $200million at closing. CBI is permitted to pay a
pre-closing cash distribution to its shareholders in an aggregate
amount of up to $55,250,000.

Among other things, Independent has agreed to add three CBI
representativesto the Independent Board of Directors, one in each
of Independents three existing classes of directors; provided,
however, that if the three CBI directors do not represent at
least 25% of the number of Independent directors, then
Independent shall increase the number of CBI directors to be
added to the Independent Board of Directors to a number equal to
at least 25% of the number of Independent directors.

Independent anticipates that the Merger will be consummated
during the second quarter of 2017 (although delays could occur),
subject to the effectiveness of Independents Registration
Statement on Form S-4 registering the offer and sale of
Independent shares in the Merger, which registration statement
will be filed with the Securities and Exchange Commission, the
receipt of bank regulatory approvals, approval of Independents
and CBIs respective shareholders, and the satisfaction of other
customary closing conditions. The Merger has been approved by the
Boards of Directors of Independent and CBI.

The foregoing summary of the terms of the Agreement is not
complete and is qualified in its entirety by reference to the
complete text of such document, which is filed as Exhibit 2.1 to
this Current Report on Form 8-K.

Private Placement of Common Stock

On November 21, 2016, Independent entered intosecurities purchase
agreements (the Stock Purchase Agreements) with a limited number
of institutional investors who were all accredited investors (the
Purchasers) to which Independent agreed to sell in a private
placement an aggregate of 400,000 shares of Independents common
stock, par value $0.01 per share (the Private Placement Shares),
at a purchase price of $52.50 per Private Placement Share.The
gross proceeds of the sale of such Private Placement Shares was
approximately $21million, and the placement discount/commission
to Stephens, Inc., as placement agent, was $1,050,000. The
transaction is expected to close on November 29, 2016.

Consummation of the sale of the Private Placement Shares under
the Stock Purchase Agreements is subject to the satisfaction of
certain customary closing conditions. The Stock Purchase
Agreements also contain representations and warranties, covenants
and indemnification provisions that are customary for private
placements of shares of common stock by companies with shares of
common stock listed for trading on a national securities
exchange.

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The Private Placement Shares have not been registered under the
Securities Act of 1933, as amended (the Securities Act) in
reliance on the exemption from registration in Section 4(a)(2) of
the Securities Act and Regulation D of the Securities and
Exchange Commission (the SEC) promulgated under the Securities
Act, and, as a result, the Private Placement Shares may not be
offered or sold in the United States absent a registration
statement or exemption from registration. to the Stock Purchase
Agreements, Independent has agreed to file with the SEC a
registration statement with respect to the resale of the Private
Placement Shares purchased by the Purchasers under the Stock
Purchase Agreements as soon as reasonably practicable and to have
that registration statement declared effective by the SEC by no
later than by December 29, 2016.

On November 21, 2016, Independent posted on the Investors
Relations page of its website a slide presentation related to its
proposed transaction with CBI. A copy of the slide presentation
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Independent issued a press release on November 21, 2016, to
announce the proposed Merger and the sale of the Private
Placement Shares, a copy of which is filed 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 7.01 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 7.01, shall not be
deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
be subject to the liabilities of Section 18 of the Exchange Act.
The information in Item 7.01 of this Current Report on Form 8-K
and Exhibit 99.1 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.

(d)Exhibits. The following are exhibits to this Current
Report on Form8-K.

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Notes

Additional Information About the Proposed Merger and
Where to Find It

Independent will be filing relevant documents concerning the
transaction with the Securities and Exchange Commission,
including a registration statement on Form S-4 that will include
a joint proxy statement/prospectus.Interested persons will be
able to obtain a free copy of the joint proxy
statement/prospectus, as well as other reports and filings
containing information about Independent, at the Securities and
Exchange Commissions internet site (http://www.sec.gov) or from
Independent at its website (www.ibtx.com).When available, copies
of the joint proxy statement/prospectus and other filings with
the Securities and Exchange Commission can also be obtained,
without charge, by requesting them from Independent by telephone
at (972) 562-9004.You may also obtain documents filed with the
SEC by Independent free of charge by requesting them in writing
from Independent Bank Group, Inc., 1600 Redbud Boulevard, Suite
400, McKinney, Texas 75069.

Special Note Regarding the Agreement

The Agreement contains customary representations, warranties,
covenants and other terms, provisions and conditions that
Independent and CBI made to each other as of specific dates.The
assertions embodied in those terms, provisions and conditions
were made solely for purposes of the Agreement, and may be
subject to important qualifications and limitations agreed to by
parties to the Agreement in connection with negotiating the terms
contained in this Agreement. Moreover, the parties to the
Agreement may be subject to a contractual standard of materiality
in the Agreement that may be different from what may be viewed as
material to shareholders of Independent or CBI or may have been
used by the parties for the purpose of allocating risk between
Independent, together with its direct and indirect subsidiaries,
and CBI rather than for the purpose of establishing matters as
facts. For the foregoing reasons, no one should rely on such
representations, warranties, covenants or other terms, provisions
or conditions as statements of factual information regarding
Independent or CBI at the time they were made or otherwise.

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to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Dated:November21, 2016.

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EXHIBIT INDEX

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 up +0.60 at 54.55 with 62,160 shares trading hands.