VERITEX HOLDINGS, INC. (NASDAQ:VBTX) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On May 16, 2017, C. Malcolm Holland, III, Chairman and Chief
Executive Officer, and Noreen Skelly, Chief Financial Officer, of
Veritex Holdings, Inc. (the Company) are presenting at the Piper
Jaffray Financial Institutions Conference. A copy of the
materials for such presentation is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Executive Officer, and Noreen Skelly, Chief Financial Officer, of
Veritex Holdings, Inc. (the Company) are presenting at the Piper
Jaffray Financial Institutions Conference. A copy of the
materials for such presentation is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
This information in this Item 7.01 and in Exhibit 99.1 hereto is
being furnished, and shall not be deemed to be filed, with the
Securities and Exchange Commission (the SEC). The information in
Exhibit 99.1 shall not be incorporated by reference into any
filing of the registrant with the SEC, whether made before or
after the date hereof, regardless of any general incorporation
language in such filings.
being furnished, and shall not be deemed to be filed, with the
Securities and Exchange Commission (the SEC). The information in
Exhibit 99.1 shall not be incorporated by reference into any
filing of the registrant with the SEC, whether made before or
after the date hereof, regardless of any general incorporation
language in such filings.
Item 8.01 Other Events
The portions of the presentation materials that relate solely to
the proposed merger between Spartan Merger Sub, Inc., a
wholly-owned subsidiary of the Company, and Sovereign Bancshares,
Inc. (Sovereign) are being filed herewith as Exhibit 99.1 to this
Current Report on Form 8-K in compliance with Rule 425 of the
Securities Act of 1933, as amended.
the proposed merger between Spartan Merger Sub, Inc., a
wholly-owned subsidiary of the Company, and Sovereign Bancshares,
Inc. (Sovereign) are being filed herewith as Exhibit 99.1 to this
Current Report on Form 8-K in compliance with Rule 425 of the
Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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99.1
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Presentation materials for the Piper Jaffray Financial
Institutions Conference, dated May 15-17, 2017. |
Cautionary Statement Regarding Forward-Looking Statements
The information presented herein and in other documents filed
with or furnished to the SEC, in press releases or other public
shareholder communications, or in oral statements made with the
approval of an authorized executive officer contains forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving the Companys and Sovereigns
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are
typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions,
prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change
over time. Forward-looking statements speak only as of the date
they are made and we assume no duty to update forward-looking
statements.
with or furnished to the SEC, in press releases or other public
shareholder communications, or in oral statements made with the
approval of an authorized executive officer contains forward
looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 giving the Companys and Sovereigns
expectations or predictions of future financial or business
performance or conditions. Forward-looking statements are
typically identified by words such as believe, expect,
anticipate, intend, target, estimate, continue, positions,
prospects or potential, by future conditional verbs such as will,
would, should, could or may, or by variations of such words or by
similar expressions. These forward-looking statements are subject
to numerous assumptions, risks and uncertainties which change
over time. Forward-looking statements speak only as of the date
they are made and we assume no duty to update forward-looking
statements.
You are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date such
statements are made. These statements may relate to future
financial performance, strategic plans or objectives, revenues or
earnings projections, or other financial information. By their
nature, these statements are subject to numerous uncertainties
that could cause actual results to differ materially from those
anticipated in the statements. Statements about the expected
timing, completion and effects of the proposed transactions and
all other statements in this communication other than historical
facts constitute forward-looking statements.
forward-looking statements, which speak only as of the date such
statements are made. These statements may relate to future
financial performance, strategic plans or objectives, revenues or
earnings projections, or other financial information. By their
nature, these statements are subject to numerous uncertainties
that could cause actual results to differ materially from those
anticipated in the statements. Statements about the expected
timing, completion and effects of the proposed transactions and
all other statements in this communication other than historical
facts constitute forward-looking statements.
In addition to factors previously disclosed in the Companys
reports filed with the SEC and those identified elsewhere in this
communication, the following factors among others, could cause
actual results to differ materially from forward-looking
statements: delay in closing the Sovereign merger; difficulties
and delays in integrating the Company and Sovereign businesses or
fully realizing cost savings and other benefits; business
disruption following the proposed transaction; changes in asset
quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets;
inflation; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives;
competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic
conditions; and the impact, extent and timing of technological
changes, capital management activities, and other actions of the
Board of Governors of the Federal Reserve System and legislative
and regulatory actions and reforms.
reports filed with the SEC and those identified elsewhere in this
communication, the following factors among others, could cause
actual results to differ materially from forward-looking
statements: delay in closing the Sovereign merger; difficulties
and delays in integrating the Company and Sovereign businesses or
fully realizing cost savings and other benefits; business
disruption following the proposed transaction; changes in asset
quality and credit risk; the inability to sustain revenue and
earnings growth; changes in interest rates and capital markets;
inflation; customer borrowing, repayment, investment and deposit
practices; customer disintermediation; the introduction,
withdrawal, success and timing of business initiatives;
competitive conditions; the inability to realize cost savings or
revenues or to implement integration plans and other consequences
associated with mergers, acquisitions and divestitures; economic
conditions; and the impact, extent and timing of technological
changes, capital management activities, and other actions of the
Board of Governors of the Federal Reserve System and legislative
and regulatory actions and reforms.
Additional Information About the Proposed Transaction and Where
to Find It
to Find It
This communication is being made in respect of the proposed
merger transaction involving the Company and Sovereign. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
merger transaction involving the Company and Sovereign. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities.
Investors and security holders are urged to carefully review
and consider the Companys public filings with the SEC,
including but not limited to its Annual Reports on Form 10-K,
its proxy statements, its Current Reports on Form 8-K and its
Quarterly Reports on Form 10-Q. The documents filed by the
Company with the SEC may be obtained free of charge from
www.veritexbank.com under the Investor Relations tab or at the
SECs website at www.sec.gov. Alternatively, these documents,
when available, can be obtained free of charge from the Company
upon written request to Veritex Holdings, Inc., Attn: Investor
Relations, 8214 Westchester Drive, Suite 400, Dallas, Texas
75225 or by calling (972) 349-6200.
and consider the Companys public filings with the SEC,
including but not limited to its Annual Reports on Form 10-K,
its proxy statements, its Current Reports on Form 8-K and its
Quarterly Reports on Form 10-Q. The documents filed by the
Company with the SEC may be obtained free of charge from
www.veritexbank.com under the Investor Relations tab or at the
SECs website at www.sec.gov. Alternatively, these documents,
when available, can be obtained free of charge from the Company
upon written request to Veritex Holdings, Inc., Attn: Investor
Relations, 8214 Westchester Drive, Suite 400, Dallas, Texas
75225 or by calling (972) 349-6200.
In connection with the proposed transaction, the Company has
filed a registration statement on Form S-4 with the SEC which
includes a joint proxy statement of Sovereign and the Company
and a prospectus of the Company, and will file other documents
regarding the proposed transaction with the SEC. Before making
any investment decision, investors and security holders of
Sovereign and the Company are urged to carefully read the
entire registration statement and joint proxy
statement/prospectus, as well as any amendments or supplements
to these documents and any other relevant documents filed with
the SEC, because they will contain important information about
the proposed transaction. A definitive joint proxy
statement/prospectus has been sent to the shareholders of each
institution seeking the required shareholder approvals.
Investors and security holders will be able to obtain the
registration statement and the joint proxy statement/prospectus
free of charge from the SECs website or from the Company by
writing to the address provided above.
filed a registration statement on Form S-4 with the SEC which
includes a joint proxy statement of Sovereign and the Company
and a prospectus of the Company, and will file other documents
regarding the proposed transaction with the SEC. Before making
any investment decision, investors and security holders of
Sovereign and the Company are urged to carefully read the
entire registration statement and joint proxy
statement/prospectus, as well as any amendments or supplements
to these documents and any other relevant documents filed with
the SEC, because they will contain important information about
the proposed transaction. A definitive joint proxy
statement/prospectus has been sent to the shareholders of each
institution seeking the required shareholder approvals.
Investors and security holders will be able to obtain the
registration statement and the joint proxy statement/prospectus
free of charge from the SECs website or from the Company by
writing to the address provided above.
The Company and Sovereign and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from their shareholders in connection
with the proposed transaction. Information about the Companys
participants may be found in the definitive proxy statement
filed with the SEC on April 10, 2017. The definitive proxy
statement can be obtained free of charge from the sources
indicated above. Additional information regarding the interests
of such participants is included in the joint proxy
statement/prospectus and will be included in other relevant
documents regarding the proposed merger transaction filed with
the SEC when they become available, copies of which may also be
obtained free of charge from the sources indicated above.
executive officers may be deemed to be participants in the
solicitation of proxies from their shareholders in connection
with the proposed transaction. Information about the Companys
participants may be found in the definitive proxy statement
filed with the SEC on April 10, 2017. The definitive proxy
statement can be obtained free of charge from the sources
indicated above. Additional information regarding the interests
of such participants is included in the joint proxy
statement/prospectus and will be included in other relevant
documents regarding the proposed merger transaction filed with
the SEC when they become available, copies of which may also be
obtained free of charge from the sources indicated above.
About VERITEX HOLDINGS, INC. (NASDAQ:VBTX)
Veritex Holdings, Inc. is a bank holding company. The Company, through its subsidiary, Veritex Community Bank (the Bank), a Texas state chartered bank, provides relationship-driven commercial banking products and services tailored to meet the needs of small to medium-sized businesses and professionals. The Company operates through community banking segment. The Bank provides a range of banking services to individual and corporate customers, which include commercial and retail lending, and the acceptance of checking and savings deposits. It offers a full suite of online banking solutions, including access to account balances, online transfers, online bill payment and electronic delivery of customer statements, as well as automated teller machines (ATMs), and banking by telephone, mail and personal appointment. The Bank also offers debit cards, night depository, direct deposit, cashier’s checks and letters of credit, as well as treasury management services. VERITEX HOLDINGS, INC. (NASDAQ:VBTX) Recent Trading Information
VERITEX HOLDINGS, INC. (NASDAQ:VBTX) closed its last trading session down -0.02 at 26.93 with 22,561 shares trading hands.
