Independent Bank Group, Inc. (Form: 8-K, Received: 12/09/2019 07:48:12)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2019

INDEPENDENT BANK GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas	001-35854	13-4219346
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7777 Henneman Way, McKinney, Texas, U.S.A.

(Address of principal executive offices)

75070-1711

(Zip Code)

Registrant's telephone number, including area code: (972) 562-9004

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	IBTX	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. Other Events.

On December 9, 2019, Independent Bank Group, Inc. (“IBTX”) and Texas Capital Bancshares, Inc. (“TCBI”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of December 9, 2019 (the “Merger Agreement”), providing for the merger of IBTX and TCBI. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

In connection with the announcement of the Merger Agreement, IBTX and TCBI intend to provide supplemental information regarding the proposed transaction in connection with presentations to analysts and investors. The slides that will be made available in connection with the presentations are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Joint Press Release, dated December 9, 2019
99.2	Investor Presentation, dated December 9, 2019
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of IBTX and TCBI. Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on IBTX’s and TCBI’s current expectations and assumptions regarding IBTX’s and TCBI’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect IBTX’s or TCBI’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and TCBI, the outcome of any legal proceedings that may be instituted against IBTX or TCBI, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where IBTX and TCBI do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of IBTX and TCBI successfully, and the dilution caused by IBTX’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of IBTX and TCBI disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding IBTX, TCBI and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the Securities and Exchange Commission (“SEC”), and in TCBI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC.

Additional Information about the Merger and Where to Find It

In connection with the proposed merger, IBTX will file with the SEC a registration statement on Form S-4 to register the shares of IBTX’s capital stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of IBTX and TCBI seeking their approval of the proposed transaction.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT IBTX, TCBI AND THE PROPOSED TRANSACTION.

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from IBTX at its website, www.ibtx.com, or from TCBI at its website, www.texascapitalbank.com. Documents filed with the SEC by IBTX will be available free of charge by accessing the Investor Relations page of IBTX’s website at www.ibtx.com or, alternatively, by directing a request by telephone or mail to Independent Bank Group, Inc., 7777 Henneman Way, McKinney, Texas 75070, (972) 562-9004, and documents filed with the SEC by TCBI will be available free of charge by accessing TCBI’s website at www.texascapitalbank.com under the tab “About Us,” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to Texas Capital Bancshares, Inc., 2000 McKinney Avenue, Suite 700, Dallas, Texas 75201, (214) 932-6600.

Participants in the Solicitation

IBTX, TCBI and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of IBTX and TCBI in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about IBTX, and its directors and executive officers, may be found in IBTX’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on April 23, 2019, and other documents filed by IBTX with the SEC. Additional information about TCBI, and its directors and executive officers, may be found in TCBI’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 7, 2019, and other documents filed by TCBI with the SEC. These documents can be obtained free of charge from the sources described above.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INDEPENDENT BANK GROUP, INC.

	By:	/s/ David R. Brooks
	Name:	David R. Brooks
	Title:	Chairman of the Board, Chief Executive Officer and President

Date: December 9, 2019

Texas Capital Bancshares and Independent Bank Group to Combine in Merger of Equals to Create the Premier, Texas-Based Super Regional Bank with the Enhanced Scale and Resources to Serve Clients Nationally

Combined Company Will Be a High Performance, Growth-Oriented Financial Institution

with Approximately $48 Billion in Assets

Financially Compelling Combination for Both Companies’ Shareholders with Anticipated Synergies; Expected to Be Meaningfully Accretive to Both TBVPS and EPS in the First Full Year Following Close

Provides Extensive and Diversified Client Service Offering with Complementary Corporate Banking Business and Well Positioned Branch Network in Texas and Colorado

Bolsters Core Deposits and Provides Granular Deposit Base Increasing Stability and Flexibility

Leverages Scale, Powerful Technology and Compliance Infrastructure and Strongly Aligned Cultures

to Drive Efficiencies, Better Manage Risk and Further Enhance the Client Experience

DALLAS and McKINNEY, Texas – December 9, 2019 – Texas Capital Bancshares, Inc. (NASDAQ: TCBI) (“Texas Capital”), the parent company of Texas Capital Bank, and Independent Bank Group, Inc. (NASDAQ: IBTX) (“Independent Bank Group”), the holding company for Independent Bank, today announced that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals with a total market value of approximately $5.5 billion to create the premier, Texas-based super regional bank.

The name of the combined holding company will be Independent Bank Group and the name of the combined bank will be Texas Capital. Retail locations in Colorado will continue to operate and retain the Independent Financial branding. The corporate headquarters of the combined company will be located in McKinney, Texas. The combined company will trade under the Independent Bank Group ticker symbol “IBTX” on The Nasdaq Stock Market.

Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, Texas Capital shareholders will receive 1.0311 shares of Independent Bank Group for each Texas Capital share they own. Former Texas Capital shareholders will own 55% and Independent Bank Group shareholders will own 45% of the combined company. Upon consummation of the transaction, the combined company expects to offer an annualized dividend on its common stock of $1.00 per share, subject to approval by the Board of Directors.

The merger combines two relationship-driven, client-focused and founder-led institutions with complementary lines of business and deep benches of talent. Together, Independent Bank Group and Texas Capital are ideally positioned to leverage their respective strengths to deliver exceptional operational and financial performance.

C. Keith Cargill, Texas Capital President and CEO, said, “Today is an exciting day for Texas Capital and I am confident that executing this transformative merger of equals is the right strategy for our team, our company, our clients, our communities and our shareholders. It has been an honor to build Texas Capital into one of the best business and private wealth banks in the U.S. We have found the ideal partner in Independent Bank Group given our shared core values and strong commitment to fostering talent and delivering a premier client experience. Independent Bank Group is an outstanding complement to Texas Capital with its enviable commercial branch network, small business market leadership and solid deposit funding model in combination with our strong corporate banking practice and powerful technology and compliance infrastructure. Importantly, this accretive transaction delivers significant value to our shareholders, with substantial growth drivers, an annual dividend and increased profitability run rate with meaningful synergies. I believe that David is the right individual to lead the combined organization into the future, and I look forward to working with him and the rest of the team to merge these two great businesses into one team, one culture and one of the highest performing banks in America.”

David R. Brooks, Independent Bank Group Chairman and CEO, said, “Combining Independent Bank Group and Texas Capital is the logical next step for both companies. We have built a strong, broad commercial branch footprint across Texas and in Colorado through multiple transactions, which have effectively doubled our assets every two years. This combination with Texas Capital is a singular opportunity to significantly diversify our customer base, business lines and loan concentrations, enabling us to accelerate our growth and enhance our financial flexibility for continued strategic investments. At the same time, Independent Bank Group will benefit from the strength of Texas Capital’s technology, processes and systems to ensure we are even better positioned to serve and compete for clients in all lines of business while mitigating risk. With our combined scale, a deeply experienced and talented team with similar cultures and focus on superior operational execution, we believe that together we are well positioned to generate enhanced value for both companies’ shareholders through improved efficiency, strong returns on capital and earnings accretion. I am honored to lead the organization following the close of the transaction and want to offer my deepest gratitude for the outstanding leadership of Keith, who has been instrumental in reaching this exciting day.”

Strategically Compelling for Both Organizations

•

Enhanced Scale to Drive Growth and Improve Profitability: The combined company, with approximately $48 billion in assets and $39 billion in deposits, will create the largest Texas-headquartered bank by Texas deposits with a significant presence in Colorado and will provide a strong foundation to serve clients. The enhanced scale provided by the combination enables further investment in technology to better manage risk and serve clients across business lines.

•

Diversified Business Mix: This combination will create a full-service financial institution with extensive strategic and client coverage, including enhancing the revenue mix by diversifying each company’s client base, business lines and loan and funding concentrations.

•

Strengthened Core Deposits Franchise: Texas Capital and Independent Bank Group will benefit from a substantially solidified and granular core deposit business, which will allow for a more stable source of funds and increased optionality to compete in a dynamic market environment.

•

Attractive, Fast Growing Markets: The combined company will have a strong presence in five of the top 10 fastest growing MSAs in the United States.

•

Experienced Combined Management Team: In addition to a strong track record of organic growth and high-performance, the combined management team has significant experience successfully executing and integrating transformative transactions.

•

Strong Cultural Alignment and Commitment to Communities: Texas Capital and Independent Bank Group are committed to preserving the strong cultures of collaboration and entrepreneurial spirit in our efforts to deliver premier and differentiated client experiences. Both companies will maintain the important community relationships built over decades and the combined company is committed to continuing its investments to local programs and communities.

Financially Compelling for All Shareholders

•

Significant Earnings Per Share and Tangible Book Value Per Share Accretion: The transaction is projected to deliver approximately 27% TBVPS accretion, 26% EPS accretion to Independent Bank Group and 14% EPS accretion to Texas Capital by the first full year after close, assuming 75% phase-in of cost savings.

•

Substantial Cost Synergies: Expected to improve profitability and support sustained growth by delivering approximately $100 million in annual run-rate cost synergies.

•

Leading Financial Profile and Operating Metrics: On a pro forma basis, the franchise is expected to deliver top-tier operating and return metrics, including Return on Tangible Common Equity of approximately 15% and Return on Average Assets of 1.3%, each assuming 75% phase-in of cost savings.

Combined Company Governance and Leadership Team

The Chairman, President and CEO of the combined company will be David Brooks. C. Keith Cargill will serve as Special Advisor to the Chairman, President and CEO and continue to assist the franchise in talent and client retention in addition to advising on key strategic initiatives. The leadership team led by Mr. Brooks will include five current Texas Capital executives and four current Independent Bank Group executives. The Board of Directors will be composed of seven directors from Texas Capital and six directors from Independent Bank Group. Larry L. Helm, Texas Capital Non-Executive Chairman of the Texas Capital Board, will serve as Lead Independent Director of the combined company’s Board of Directors.

Timing and Approvals

The merger is expected to close in mid-2020, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.

Jefferies LLC is serving as lead financial advisor to Texas Capital. Goldman Sachs & Co. LLC is also serving as financial advisor to Texas Capital. Sullivan & Cromwell LLP is serving as legal advisor to Texas Capital.

Keefe, Bruyette & Woods, A Stifel Company, is serving as exclusive financial advisor to Independent Bank Group. Sandler O’Neill + Partners, L.P rendered a fairness opinion to the Board of Directors of Independent Bank Group. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Independent Bank Group.

Joint Investor Conference Call

Texas Capital and Independent Bank Group will hold a joint conference call to discuss the transaction at 7:00 a.m. Central Time today. To listen to the live call, please dial 866.610.1072 within the U.S. and 973.935.2840 for all other locations and enter the participant code 8082479. The live webcast, along with the related presentation, will be available on the investor relations section of each company’s website at http://investors.texascapitalbank.com/ and https://independentbankgroup.gcs-web.com/investor-relations. An audio replay will be available two hours after the conclusion of the call. To access the replay, dial 800.585.8367 and use conference number 8082479. International callers should dial 404.537.3406 and enter the same conference number. This replay, as well as the webcast, will be available through December 23, 2019.

About Independent Bank Group

Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates in four market regions located in the Dallas/Fort Worth, Austin, and, Houston areas in Texas and the Colorado Front Range area, including Denver, Colorado Springs and Fort Collins.

About Texas Capital Bancshares, Inc.

Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 1000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank, a commercial bank that delivers highly personalized financial services to businesses and entrepreneurs. Headquartered in Dallas, the bank has full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio.

Independent Bank Group Contacts:

Executive Vice President & Head of Corporate Responsibility

Vice President, Investor Relations Officer

Executive Vice President, Chief Financial Officer

Texas Capital Contacts:

Senior Vice President, Director of Communications

shannon.wherry@texascapitalbank.com

Senior Vice President, Director of Investor Relations

heather.worley@texascapitalbank.com

Chief Financial Officer

julie.anderson@texascapitalbank.com

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Independent Bank Group, Inc. (“IBTX”) and Texas Capital Bancshares, Inc. (“TCBI”). Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on IBTX’s and TCBI’s current expectations and assumptions regarding IBTX’s and TCBI’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect IBTX’s or TCBI’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between IBTX and TCBI, the outcome of any legal proceedings that may be instituted against IBTX or TCBI, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where IBTX and TCBI do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of IBTX and TCBI successfully, and the dilution caused by IBTX’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of IBTX and TCBI disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding IBTX, TCBI and factors which could affect the forward-looking statements contained herein can be found in IBTX’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the Securities and Exchange Commission (“SEC”), and in TCBI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC.

Additional Information about the Merger and Where to Find It

Participants in the Solicitation

Exhibit 99.2

Transformational Combination Creating the Premier, Texas-Based Super Regional Bank December 9, 2019

Forward Looking StatementsThis communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Independent Bank Group, Inc. (“Independent” or “IBTX”) and Texas Capital Bancshares, Inc. (“Texas Capital” or “TCBI”). Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Independent’s and Texas Capital’s current expectations and assumptions regarding Independent’s and Texas Capital’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Many possible events or factors could affect Independent’s or Texas Capital’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between Independent and Texas Capital, the outcome of any legal proceedings that may be instituted against Independent or Texas Capital, delays in completing the transaction, the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the transaction) and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Independent and Texas Capital do business, the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events, diversion of management’s attention from ongoing business operations and opportunities, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the transaction, the ability to complete the transaction and integration of Independent and Texas Capital successfully, and the dilution caused by Independent’s issuance of additional shares of its capital stock in connection with the transaction. Except to the extent required by applicable law or regulation, each of Independent and Texas Capital disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Independent, Texas Capital and factors which could affect the forward-looking statements contained herein can be found in Independent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the Securities and Exchange Commission (“SEC”), and in Texas Capital’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, its Quarterly Reports on Form 10-Q for the periods ended March 31, 2019, June 30, 2019 and September 30, 2019, and its other filings with the SEC. Forward Looking Statements

Additional Information about the Merger and Where to Find ItIn connection with the proposed merger, Independent will file with the SEC a registration statement on Form S-4 to register the shares of Independent’s capital stock to be issued in connection with the merger. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of Independent and Texas Capital seeking their approval of the proposed transaction.INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT INDEPENDENT, TEXAS CAPITAL AND THE PROPOSED TRANSACTION.Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from Independent at its website, www.ibtx.com, or from Texas Capital at its website, www.texascapitalbank.com. Documents filed with the SEC by Independent will be available free of charge by accessing the Investor Relations page of Independent’s website at www.ibtx.com or, alternatively, by directing a request by telephone or mail to Independent, 7777 Henneman Way, McKinney, Texas 75070, (972) 562-9004, and documents filed with the SEC by Texas Capital will be available free of charge by accessing Texas Capital’s website at www.texascapitalbank.com under the tab “About Us,” and then under the heading “Investor Relations” or, alternatively, by directing a request by telephone or mail to Texas Capital, 2000 McKinney Avenue, Suite 700, Dallas, Texas 75201, (214) 932-6600.Participants in the SolicitationIndependent, Texas Capital and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Independent and Texas Capital in connection with the proposed transaction under the rules of the SEC. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional information about Independent, and its directors and executive officers, may be found in Independent’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on April 23, 2019, and other documents filed by Independent with the SEC. Additional information about Texas Capital, and its directors and executive officers, may be found in Texas Capital’s definitive proxy statement relating to its 2019 Annual Meeting of Shareholders filed with the SEC on March 7, 2019, and other documents filed by Texas Capital with the SEC. These documents can be obtained free of charge from the sources described above. Additional Statements

Presenters 4 David R. BrooksChairman, President & CEO Independent Bank Group, Inc. C. Keith CargillPresident & CEOTexas Capital Bancshares, Inc.

Combining Two Premier Texas Franchises 5 IBTXTCBI 27% TBV Accretion(1) 14% 2021e EPS Accretion to TCBI(2) 26% 2021e EPS Accretion to IBTX(2) $48BNIn Assets $39BNIn Deposits $36BNIn Loans HFI Creates the largest Texas bank by Texas deposits Adds complementary business lines to each client base Diversifies client and business line concentration risk Enhanced scale allows more investment in technology to better manage risk and further differentiate the client experience Generates significant shareholder value immediately Shared vision, cultural foundation, community involvement, and commitment to clients and employees Combined company is well positioned for the future Creates Significant Shareholder Value Includes full impact of one-time merger-related expenses.Represents 2021 estimated metrics with pro forma impacts of CECL during M&A accounting and 75% phase-in of cost savings.

Transaction Summary 6 Merger Structure Merger of equalsTexas Capital Bancshares, Inc. (NASDAQ: TCBI) merges into Independent Bank Group, Inc. (NASDAQ: IBTX)100% stock consideration Exchange Ratio Fixed exchange ratioTCBI shareholders will receive 1.0311 shares of IBTX for each TCBI shareImplies a $61.10 per share value to TCBI based on the 12/6/2019 closing price Ownership 55% TCBI | 45% IBTX Board of Directors 13 board members (7 TCBI | 6 IBTX)Larry Helm (TCBI), lead independent director Leadership David Brooks, Chairman and Chief Executive OfficerC. Keith Cargill will act as Special Advisor to the CEOJulie Anderson, Chief Financial Officer9 direct reports to CEO (5 TCBI | 4 IBTX) Name Holding Company: Independent Bank Group, Inc.Bank: Texas Capital BankOperating Names: Texas & National: Texas Capital Bank | Colorado: Independent Financial Headquarters McKinney, Texas Timing & Approval Approval of IBTX and TCBI shareholdersCustomary regulatory approvalsAnticipated closing mid-2020

Enhancing Scale to Drive Growth and Profitability 7 Note: Performance metrics represent 2021 estimated metrics with pro forma impacts of CECL during M&A accounting.Includes major exchange-listed banks excluding money center and trust banks. Shareholder Value Creation Significant Pro Forma Scale and Profitability Market Cap $5.5BN+ Assets $48BN+ Deposits $39BN+ ROAA | (75% Cost Save Phase-In) ROATCE | (75% Cost Save Phase-In) Efficiency Ratio | (75% Cost Save Phase-In) 1.3% 15% 49% Largest Texas HeadquarteredBank by Texas Deposits #20 Largest BankBy Assetsin the US(1)

8 Building A High Performance Financial Institution Pro Forma Financial Performance Relative to $25 – $75BN Asset Banks(1) Top Return on Average Assets Top Return on Average Tangible Common Equity Top Quartile Efficiency Ratio Merger Benefits to All Shareholders Consistently higher returns Double-digit EPS growth Double-digit TBV accretion Strong capital, liquidity and credit quality Significant upside and value creation Expanded strategic flexibility Attractive dividend to all shareholders Pro Forma(2) Pro Forma(2) Pro Forma(2) Combined peers include major exchange traded banks with total assets between $25B - $75B and available consensus estimates. Excludes ethnically focused banks, thrifts, and merger targets. Estimates per FactSet.Represents 2021 estimated metrics with pro forma impacts of CECL during M&A accounting and 75% phase-in of cost savings.

Balanced Management Team with Proven Leadership Executive Leadership Team Strong Industry Expertise, Common Cultures & Experience Integrating Large Transactions Board Leadership David BrooksChairman of the Board Larry HelmLead IndependentDirector Board Split 7TCBI 6IBTX DAVID BROOKSChief Executive Officer C. KEITH CARGILLSpecial Advisor to CEO MICHAEL HOBBSEVP, Revenue MARK HAYNIEEVP, General Counsel JAMES TIPPITEVP, Corporate Responsibility 9 DAN BROOKSVice Chairman VINCE ACKERSONVice Chairman JOHN SARVADIEVP, Revenue JULIE ANDERSONChief Financial Officer JOHN TURPENChief Risk Officer LENNARD BRASSEAUXEVP, Operations

Culture Matters - Providing Benefits to All Constituents Combining two deeply rooted Texas franchises with national reach is a win for everyone Clients Communities Employees Deliver highly personalized financial services to businesses and entrepreneursProvide opportunity and guidance to foster growth, bring new ideas to life, and energize local businesses Continue to demonstrate longstanding commitment to serving communitiesImplement community service leadership with ongoing initiatives such as employee volunteer programs and community development programs Strengthen the ability to recruit and retain top-tier talentIncrease professional development and career opportunities within a larger banking platform 10

Creating the Largest Texas Headquartered Bank(1) 11 Deposit Market Share(2)$BN Top 10 Fastest Growing Large MSAs(3)$BN 2020 - 2025PopulationGrowth(%) Presence Pro Forma # Metropolitan Statistical Area IBTX TCBI Deposits Overall Rank (#) TX HQRank (#) 1 Austin-Round Rock-Georgetown, TX 8.5 $1.8 6 2 2 Orlando-Kissimmee-Sanford, FL 7.9 3 Raleigh-Cary, NC 7.7 4 Houston-The Woodlands, TX 7.5 3.5 12 6 5 San Antonio-New Braunfels, TX 7.5 1.0 9 4 6 Dallas-Fort Worth-Arlington, TX 7.4 24.8 3 1 7 Las Vegas-Henderson-Paradise, NV 7.2 8 Phoenix-Mesa-Chandler, AZ 7.2 9 Charlotte-Concord-Gastonia, NC-SC 7.0 10 Denver-Aurora-Lakewood, CO 6.9 1.1 14 Meaningful Presence in HALF of the Top Ten Fastest Growing MSAs in the United States(2) By Texas deposits. S&P Global & FDIC deposit data as of 6/30/2019. Companies pro forma for recently announced acquisitions & excludes non-retail branches.Source: S&P Global. Includes MSAs with total population greater than one million.

Enhancing Presence in the Fastest Growing Markets 12 Pro Forma Geographic Footprint Key Markets Colorado IBTXTCBI Dallas Fort Worth Metroplex / North Texas Region6th fastest growing MSA in the U.S.(1)4th largest MSA in the United States(2) Houston Region4th fastest growing MSA in the U.S.(1) 5th largest MSA in the United States(2) San Antonio Region5th fastest growing MSA in the U.S.(1)24th largest MSA in the United States(2) Denver Region10th fastest growing MSA in the U.S.(1) 19th largest MSA in the United States(2) Austin Region#1 fastest growing MSA in the U.S.(1)29th largest MSA in the United States(2) Texas Source: S&P Global. 2025 projected population growth for MSAs with greater than 1 million people. 2019 population.

Strengthening the Core Deposit Franchise 13 Bolsters Core Deposits and Provides Granular Deposit Base Increasing Stability and Flexibility Access to Diverse Funding Sources Across Both Retail and Commercial Franchises Augments Centrally Located Downtown Branches with a Branch Network Extending into Suburban Areas Efficient Pro Forma Branch Network with ~$365 Million Deposits Per Branch and 73% Overlap(1) $11.7BN $27.4BN $39.1BN(2) Pro Forma Cost 1.15% Cost 1.28% Cost 1.24% Deposit Composition by Type 8 of 11 TCBI branches are within 5 miles of an IBTX branch.Excludes purchase accounting adjustments.

Forming a Full-Service Financial Institution With An Extensive Suite of Products and Services 14 Lines of Business Small Business & Local Developers Middle-market Commercial Corporate Banking: Technology Government / Healthcare(1) Capital Markets Energy Lending Mortgage Warehouse Mortgage Correspondent Aggregation Mortgage Origination Home Builder Finance Equipment Finance Premium Finance Lending Lines Deposit Gathering Fee Income National Lines: Escrow Commercial Property Mgmt National Title Third Party Processor Dedicated Treasury Mgmt Branch Network: Suburban & Rural Branches Downtown Footprint San Antonio, TX Market Denver, CO Market Trust & Wealth Mgmt Lending Lines DepositGathering Fee Income Together Together Government / Non-Profit / Healthcare / Education. P P P P P P P P P P P P P P P P P P P P P P TCBI IBTX TCBI IBTX

Diversifying the Loan and Lease Portfolio 15 Synergistic and comprehensive coverage of retail, small business, middle market and large corporates Right-size concentrations in mortgage finance and commercial real estate businesses High asset quality and risk adjusted returns on loans and leases Neutralizes interest rate sensitivity $11.6BN $24.8BN $36.4BN(1) Pro Forma Yield 5.42% Yield 4.78% Yield 4.96% Loans HFI Composition by Type Excludes purchase accounting adjustments.

Superior Deal Metrics vs Recent Merger of Equal Deals Recent Bank MOE Deals(1) First Full Year EPS Accretion (2) 26% to IBTX14% to TCBI 16% TBVPS Accretion / (Dilution) 27% (5)% TBVPS Earn-back Period Immediately Accretive 2 years Branch Overlap (< 5 miles) 73% 12% 16 Median of 2019 MOE transactions in which target pro forma ownership > 35%.Represents 2021 estimated metrics with pro forma impacts of CECL during M&A accounting and 75% phase-in of cost savings.

Achievable Cost Synergies Drive Material Value Creation 17 $100 million in Pre-Tax Cost Savings Illustrative Market Value Creation(1) Leverages Scale, Powerful Technology & Compliance Infrastructure to Drive Efficiencies $728M capitalized value of net cost savings Capitalized value of cost synergies reflects $100M in annualized pre-tax cost synergies ($79M after-tax), multiplied by market-cap weighted 2020 P/E multiple as of closing share prices and consensus estimates on December 6, 2019, net of one-time pre-tax restructuring charges of $180M; Capitalized value is not discounted to present value. $5.5bn $6.2bn 13%

Better Positioning Us to Compete, Invest and Win – Today and in the Future 18 Entrepreneurial Spirit To Enhance Technology, Risk, Compliance For Lasting Business Success Combination of two founder-led organizations will carry on the proud legacy of an unwavering commitment to serve clients and communitiesEnergized top performers with additional opportunities to compete and win Powerful technology and robust compliance infrastructure already in place ensures continued delivery of best-in-class banking while reducing riskOpportunity to further expand services through technology investments Dedicated focus on building long-term relationships in the country’s top markets, paired with a drive to constantly innovate and improve, creates a truly differentiated bank

Key Transaction Assumptions 20 Consideration 100% stock transaction where TCBI merges into IBTXIBTX issues 1.0311x shares for each TCBI shareFixed exchange ratio Earnings Estimates IBTX projections based on Wall Street consensus estimatesTCBI projections based on Wall Street consensus estimates adjusted for strategic initiatives Loan Mark Gross loan credit mark of $201 million, or 1.7% IBTX’s gross loans$6 million related to Purchase Credit Deteriorated (“PCD”) loans$195 million related to Non-PCD loansAccreted into income over life of loans$195 million additional provision taken immediately after the close to account for Non-PCD loans (included in TBV impacts at close)Loan rate mark of $37 million, accreted over life of loans Merger Expenses One-time merger expenses of approximately $180 million pre-taxTBV dilution includes full impact of expenses, after-tax Core Deposit Intangible 1.50% of IBTX’s non-time depositsAmortized using sum-of-years digits method over a 10-year period Cost Savings Approximately $100 million pre-tax cost savings (fully phased-in)Equates to ~11.0% of combined operating expense baseEstimated 50% phase-in for the second half of 2020, 75% in 2021 and 100% thereafter

Due Diligence Process Comprehensive Due Diligence Process Comprehensive mutual due diligence processSignificant engagement between senior management of both companiesThird party credit reviewRisk, legal and compliance review Due Diligence Partnership Aligned with MOE Framework Process included cultural assimilation dialoguesWork highlighted the shared culture and values related to both customer and employee relationshipsAlignment of shared risk appetite philosophiesLeveraged expertise across multiple depository transactions and experience with numerous platform and portfolio acquisitions Diligence Scope CreditEnterprise Risk Management Legal and ComplianceInformation TechnologyCyber SecurityHuman Capital ManagementFinance & AccountingTaxCommercial BankingSpecialty FinanceRetail BankingDeposits Consumer LendingEnterprise OperationsInternal Audit 21