VERITEX HOLDINGS,INC. (NASDAQ:VBTX) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.

On July 7, 2017, Veritex Holdings, Inc. (“Veritex”), the parent holding company of Veritex Community Bank, and Sovereign Bancshares, Inc. (“Sovereign”), the parent holding company of Sovereign Bank, received the regulatory approval from the Board of Governors of the Federal Reserve System (“the Federal Reserve Board”) that is required to complete Veritex’s acquisition of Sovereign (the “Merger”) to the Agreement and Plan of Reorganization, dated December 14, 2016 (the “merger agreement”), by and among Veritex, Spartan Merger Sub, Inc., a wholly owned subsidiary of Veritex, and Sovereign.

The Merger is expected to close on or about August 1, 2017, subject to the satisfaction or waiver of the customary closing conditions outlined in the merger agreement.

A copy of the press release issued by Veritex announcing receipt of the regulatory approval from the Federal Reserve Board is attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

The portions of the press release that relate solely to the Merger 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 Form8-K:

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 Veritex’s and Sovereign’s 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.

The closing of the Merger is subject to customary closing conditions. There is no assurance that such conditions will be met or that the Merger will be consummated within the expected time frame, or at all. In addition to factors previously disclosed in Veritex’s 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 Merger; difficulties and delays in integrating Veritex 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 Federal Reserve Board and legislative and regulatory actions and reforms.

Additional Information and Where to Find It

This communication is being made in respect of the Merger. 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 Veritex’s 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 Veritex with the SEC may be obtained free of charge from www.veritexbank.com under the Investor Relations tab or at the SEC’s website at www.sec.gov. Alternatively, these documents, when available, can be obtained free of charge from Veritex 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 Merger, Veritex has filed a registration statement on Form S-4 with the SEC which includes a joint proxy statement of Sovereign and Veritex and a prospectus of Veritex, and will file other documents regarding the Merger with the SEC. Before making any investment decision, investors and security holders of Sovereign and Veritex 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 Merger. 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 SEC’s website or from Veritex by writing to the address provided above.

Veritex 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 Merger. Information about Veritex’s 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 Merger filed with the SEC when they become available, copies of which may also be obtained free of charge from the sources indicated above.

Veritex Holdings, Inc. Exhibit
EX-99.1 2 exh991-pressrelease.htm EXHIBIT 99.1 Exhibit Exhibit 99.1VERITEX HOLDINGS,…
To view the full exhibit click here

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.