Triumph Bancorp, Inc. (NASDAQ:TBK) Files An 8-K Entry into a Material Definitive Agreement

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Triumph Bancorp, Inc. (NASDAQ:TBK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On April10, 2018, Triumph Bancorp, Inc., a Texas corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stephens Inc., Keefe, Bruyette& Woods, Inc. and Sandler O’Neill& Partners, L.P., as representatives of the several underwriters named in Schedule A thereto (together, the “Underwriters”), to which the Company agreed to issue and sell to the Underwriters 4,700,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $37.50 per share of Common Stock, upon the terms and subject to the conditions set forth in the Underwriting Agreement (the “Base Offering”). to the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable in whole or in part for 30 days, to purchase up to an additional 705,000 shares of Common Stock (together with the Base Offering, the “Offering”). On April10, 2018, the Underwriters exercised this option to purchase additional shares in full.

The Company estimates that net proceeds from the Offering, including the exercise in full of the Underwriters’ option to purchase additional shares and after deducting the underwriting discount but before deducting estimated offering expenses payable by the Company, were approximately $192.8million.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Item 1.01. Other Events.

On April12, 2018, the Company closed its public offering of 5,405,000 shares of Common Stock to the Underwriting Agreement, which included 705,000 shares purchased by the Underwriters to the exercise in full of their option to purchase additional shares. The Common Stock has been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No.333-223411). In connection with the Offering, the legal opinion as to the legality of the Common Stock is being filed as Exhibit 5.1 to this Current Report on Form 8-K.

On April12, 2018, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 1.01. Financial Statement and Exhibits.

(d)Exhibits

Exhibit

No.

Description

1.1 Underwriting Agreement, dated April10, 2018 by and among Triumph Bancorp, Inc., Stephens Inc., Keefe, Bruyette& Woods, Inc. and Sandler O’Neill& Partners, L.P., as representatives of the several underwriters.
5.1 Opinion of Adam D. Nelson, Executive Vice President and General Counsel of the Company, regarding legality of the Common Stock.
23.1 Consent of Adam D. Nelson, Executive Vice President and General Counsel of the Company (included in Exhibit 5.1 of this Current Report on Form 8-K).
99.1 Press Release, dated April12, 2018.

EXHIBIT INDEX

Exhibit

No.

Description

1.1 Underwriting Agreement, dated April10, 2018 by and among Triumph Bancorp, Inc., Stephens Inc., Keefe, Bruyette& Woods, Inc. and Sandler O’Neill & Partners, L.P., as representatives of the several underwriters.
5.1 Opinion of Adam D. Nelson, Executive Vice President and General Counsel of the Company, regarding legality of the Common Stock.
23.1 Consent of Adam D. Nelson, Executive Vice President and General Counsel of the Company (included in Exhibit 5.1 of this Current Report on Form 8-K).
99.1 Press Release, dated April12, 2018.


Triumph Bancorp, Inc. Exhibit
EX-1.1 2 d569873dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version Triumph Bancorp,…
To view the full exhibit click here

About Triumph Bancorp, Inc. (NASDAQ:TBK)

Triumph Bancorp, Inc. is a financial holding company. Through its bank subsidiary, TBK Bank, SSB (TBK Bank), the Company offers banking services, as well as commercial finance products to businesses that require specialized financial solutions. The Company operates through four segments: Banking, Factoring, Asset Management and Corporate. The Factoring segment includes the operations of Advance Business Capital, LLC (doing business as Triumph Business Capital) with revenue derived from factoring services. The Banking segment includes the operations of TBK Bank, including loans originated under its TCF brand, and certain factored receivables, which are purchased by TBK Bank. The Asset Management segment includes operations of Triumph Capital Advisors, LLC, which manages collateralized loan obligation funds. The Corporate segment includes holding company financing and investment activities, and management and administrative expenses to support its operations.

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