VERITEX HOLDINGS,INC. (NASDAQ:VBTX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets

On December 1, 2017, Veritex Holdings, Inc. (“Veritex”) completed its acquisition of Liberty Bancshares, Inc., a Texas corporation (“Liberty”), to the terms of the Agreement and Plan of Reorganization, dated August 1, 2017 (the “Agreement”), by and among Veritex, Freedom Merger Sub, Inc., a Texas corporation and wholly-owned subsidiary of Veritex (“Merger Sub”), and Liberty. At the effective time (the “Effective Time”), Merger Sub merged with and into Liberty, with Liberty surviving the merger as a wholly-owned subsidiary of Veritex. Following the Effective Time, Liberty merged into Veritex, with Veritex surviving the merger and thereafter, Liberty Bank, Liberty’s wholly-owned bank subsidiary, merged with and into Veritex’s wholly-owned bank subsidiary, Veritex Community Bank, with Veritex Community Bank surviving the merger.

to the Agreement, at the Effective Time, each outstanding share of Liberty common stock was converted into the right to receive (i) 0.71486 shares of common stock, par value $0.01 per share, of Veritex, and (ii) $11.66 in cash. In the aggregate, Veritex issued approximately 1,450,000 shares of its common stock and paid approximately $25.0 million in cash to former holders of Liberty common stock and options to purchase shares of Liberty common stock.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On December 1, 2017, Veritex issued a press release announcing the completion of its acquisition of Liberty. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As provided in General Instructions B.2 to Form 8-K, the information furnished in Item 7.01 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 9.01 Financial Statements and Exhibits

(d)Exhibits.

Veritex Holdings, Inc. Exhibit
EX-99.1 2 exhibit991-pressreleaseclo.htm EXHIBIT 99.1 Exhibit Exhibit 99.1VERITEX HOLDINGS,…
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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.