UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 1, 2019
Independent Bank Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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Texas
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001-35854
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13-4219346
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1600 Redbud Boulevard, Suite 400
McKinney, TX 75069-3257
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(972) 562-9004
Not Applicable
(Former name or former address, if changed since last report)
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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))
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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. ☐
Introductory Note
This Current Report on Form 8-K is being filed in connection with the consummation on January 1, 2019, of the transactions contemplated by the Agreement and Plan of Reorganization, dated as of May 22, 2018 (the “Merger Agreement”), by and between Guaranty Bancorp, a Delaware corporation (“Guaranty”), and Independent Bank Group, Inc., a Texas corporation (“Independent,” or the “Company”), including the merger of Guaranty with and into Independent (the “Merger”), with Independent as the surviving corporation in the Merger.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note is incorporated herein by reference.
On January 1, 2019, pursuant to the terms of the Merger Agreement, Guaranty merged with and into Independent, with Independent continuing as the surviving entity in the Merger. Immediately after the Merger, Guaranty’s wholly owned bank subsidiary, Guaranty Bank and Trust Company, merged with and into Independent’s wholly owned bank subsidiary, Independent Bank (the “Bank Merger”), with Independent Bank as the surviving entity in the Bank Merger.
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of Guaranty (except for shares that were owned directly by Independent or Guaranty, subject to certain customary exceptions, which were cancelled in the Merger) was converted into the right to receive 0.45 shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”). No fractional shares of Company Common Stock were issued in the Merger, and Guaranty stockholders became entitled to receive cash in lieu of fractional shares.
In connection with the completion of the Merger, on January 1, 2019, the Company entered into supplemental indentures and assumption letters pursuant to which it assumed Guaranty’s obligations as required by the indentures and certain related agreements with respect to Guaranty’s outstanding Floating Rate Junior Subordinated Notes due 2034 (and Guaranty’s guarantee of certain outstanding trust preferred securities relating thereto), Junior Subordinated Debt Securities due 2033 (and Guaranty’s guarantee of certain outstanding trust preferred securities relating thereto) and 5.75% Fixed-to-Floating Rate Subordinated Notes due 2026, which collectively have an aggregate principal amount of $65.8 million, in each case before related acquisition accounting fair market value adjustments.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to Independent’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2018, and is incorporated herein by reference.
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information set forth in the Introductory Note is incorporated herein by reference.
At the Effective Time, Paul W. Taylor, the former President and Chief Executive Officer of Guaranty, was appointed to the Board of Directors of the Company (the “Board”) as a Class III director for a term expiring at the 2019 annual meeting of Independent’s shareholders. Mr. Taylor has been appointed to serve on the Strategic Planning Committee of the Board. The Company intends to enter into a customary indemnification agreement with Mr. Taylor in connection with his appointment as a director, consistent with those entered into with the Company’s other directors.
Mr. Taylor previously served as President and Chief Executive Officer of Guaranty. Mr. Taylor was appointed President and Chief Executive Officer and as a director of Guaranty in 2011. Prior to becoming
Guaranty’s President and Chief Executive Officer, Mr. Taylor was Executive Vice President, Chief Financial and Operating Officer and Secretary of Guaranty (serving in one or more of those capacities since 2004).
On December 31, 2018, Mr. Taylor entered into a consulting agreement (the “Consulting Agreement”) to provide services as a consultant to Independent Bank for a term of six months following the closing of the Merger, which may be extended by mutual written agreement. Under the Consulting Agreement, Mr. Taylor is entitled to receive a monthly retainer of $25,000 and is entitled to reimbursement for expenses in the course of rendering services under the Consulting Agreement.
Other than the Merger Agreement, there are no arrangements between Mr. Taylor and any other person pursuant to which Mr. Taylor was selected as a director. Other than the Consulting Agreement, there are no transactions in which Mr. Taylor has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01. Other Events.
On January 2, 2019, Independent issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Independent intends to file the financial statements of Guaranty required by Item 9.01(a) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Independent intends to file the pro forma financial information required by Item 9.01(b) as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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Exhibit No.
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Description of Exhibit
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Exhibit 2.1
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Exhibit 99.1
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* The registrant has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b)(2) of Regulation S-K. Independent agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule or similar attachment upon request.
SIGNATURES
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.
Dated: January 2, 2019
INDEPENDENT BANK GROUP, INC.
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By:
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/s/ David R. Brooks
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Name:
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David R. Brooks
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Title:
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Chairman of the Board, Chief Executive Officer and President
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Press Release For Immediate Release
INDEPENDENT BANK GROUP, INC. COMPLETES ACQUISITION OF GUARANTY BANCORP
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January 2, 2019
McKINNEY, Texas, January 2, 2019 /GlobeNewswire/ -- Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, today announced the completion of its acquisition of Guaranty Bancorp.
Guaranty Bancorp conducts its banking operations through its wholly owned subsidiary, Guaranty Bank and Trust Company, with 32 branches strategically located along the Colorado Front Range, including 14 locations in the greater Denver metropolitan area. As of September 30, 2018, Guaranty Bancorp, on a consolidated basis, reported total assets of $3.81 billion and total deposits of $3.06 billion.
As previously disclosed, Guaranty stockholders will receive 0.45 shares of Independent Bank Group stock in exchange for each share of Guaranty Bancorp stock held immediately prior to the merger, resulting in the issuance of approximately 13.18 million shares of Independent Bank Group common stock in the aggregate.
In connection with the completion of the transaction, Independent also announced that it intends to increase its quarterly dividend to $0.25 per share in the first quarter of 2019. David R. Brooks, Chairman and CEO of Independent Bank Group, stated, “Based upon the strong financial performance of our company and Guaranty Bancorp in 2018 and the anticipated performance of the combined company, we believe that increasing our dividend is an appropriate way to enhance value for all of our shareholders.”
Independent Bank Group received a fairness opinion from Stephens Inc. in connection with the transaction and was
represented by Wachtell, Lipton, Rosen & Katz as legal counsel. Guaranty Bancorp was advised by Keefe, Bruyette & Woods, Inc. as financial advisor and was represented by Shapiro Bieging Barber Otteson LLP as legal counsel.
About Independent Bank Group
Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relation- ship-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/Ft. Worth, Austin, and Houston, Texas and the Colorado Front Range areas.
Forward Looking Statements
Certain statements contained in this press release that are not statements of historical fact constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim”, “anticipate”, “estimate”, “expect”, “goal”, “guidance”, “intend”, “is anticipated”, “is expected”, “is intended”, “objective”, “plan”, “projected”, “projection”, “will affect”, “will be”, “will continue”, “will decrease”, “will grow”, “will impact”, “will increase”, “will incur”, “will reduce”, “will remain”, “will result”, “would be”, variations of such words or phrases (including where the
word “could”, “may”, or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. The forward-looking statements that Independent Bank Group makes are based on our current expectations and assumptions regarding Independent Bank Group’s business, 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 Bank Group’s future financial results and performance and could cause those results or performance to differ materially from those expressed in the forward-looking statements. Such risks and uncertainties include, among others: the outcome of any legal proceedings that may be instituted against Independent Bank Group or Guaranty Bancorp, 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 Bank Group and Guaranty Bancorp do business, the possibility that the transaction may be more expensive 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 completion of the transaction, Independent Bank Group’s ability to complete the integration of Guaranty Bancorp successfully, and the dilution caused by Independent Bank Group’s issuance of shares of its common stock in connection with the transaction. Independent Bank Group 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 on Independent Bank Group and factors which could affect the forward-looking statements contained herein can be found in Independent Bank Group’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, its Quarterly Report on Form 10-Q for the three-month period ended September 30, 2018 and its other filings with the Securities and Exchange Commission.
CONTACTS:
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Analysts/Investors:
Michelle Hickox
Mark Haynie
Executive Vice President and Chief Financial Officer Executive Vice President and General Counsel
(972) 562-9004 (972) 562-9004
mhickox@ibtx.com
mhaynie@ibtx.com
Media:
Peggy Smolen
Senior Vice President Marketing & Communications
(972) 562-9004
psmolen@ibtx.com
Source: Independent Bank Group, Inc.
