VERITEX HOLDINGS, INC. (NASDAQ:VBTX) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Conditions
On April 24, 2017, Veritex Holdings, Inc. (the Company), the
holding company for Veritex Community Bank, a Texas state
chartered bank, issued a press release describing its results of
operations for the three months ended March 31, 2017. A copy of
the press release is included as Exhibit 99.1 hereto and is
incorporated herein by reference.
holding company for Veritex Community Bank, a Texas state
chartered bank, issued a press release describing its results of
operations for the three months ended March 31, 2017. A copy of
the press release is included as Exhibit 99.1 hereto and is
incorporated herein by reference.
As provided in General Instructions B2 to Form 8-K, the
information furnished in Item 2.02 and Exhibit 99.1 of this
Current Report on Form 8-K shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and such information shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
information furnished in Item 2.02 and Exhibit 99.1 of this
Current Report on Form 8-K shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
that section, and such information shall not be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Item 8.01 Other Events
The portions of the press release 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.
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. The following is furnished as an exhibit to this
Current Report on Form 8-K:
Current Report on Form 8-K:
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Exhibit Number
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Description
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99.1
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Press Release dated April 24, 2017.
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Cautionary Statement Regarding Forward-Looking Statements
The information presented herein and in other documents filed
with or furnished to the Securities and Exchange Commission (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 Securities and Exchange Commission (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,
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.
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 up +0.75 at 28.38 with 34,108 shares trading hands.
