Item 1.01
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Entry into a Material Definitive Agreement.
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The Underwriting Agreement
Independent Bank Group, Inc. (the Company), Independent Bank and Sandler ONeill + Partners, L.P. and U.S. Bancorp
Investments, Inc., as representatives of the several underwriters named in Schedule I to the Underwriting Agreement (as defined below) (the Underwriters), have entered into an Underwriting Agreement, dated June 22, 2016 (the
Underwriting Agreement), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $45,000,000
aggregate principal amount of the Companys 5.875% Subordinated Notes due August 1, 2024 (the Notes). The Notes will be fully fungible with, rank equally with, form a single series with, have identical terms to (other than date
of issuance, initial interest accrual date, first interest payment date and issue price), have the same CUSIP and ISIN numbers as, and trade interchangeably with, the $65,000,000 aggregate principal amount of the Companys 5.875% Subordinated
Notes due August 1, 2024 (the Existing Notes), which were issued on July 22, 2014 pursuant to the Indenture, dated as of June 25, 2014 (the Base Indenture), between the Company and Wells Fargo Bank, National
Association, as trustee (the Trustee), as supplemented by the First Supplemental Indenture dated as of July 17, 2014, between the Company and the Trustee (the First Supplemental Indenture and the Base Indenture as
supplemented by the First Supplemental Indenture, the Indenture). The Base Indenture was an exhibit to the Companys Amendment No.1 to Registration Statement on Form S-3 as filed with the Securities and Exchange Commission (the
Commission) on June 25, 2014 and the First Supplemental Indenture was an exhibit to the Companys Current Report on Form 8-K filed with the Commission on July 18, 2014. Such filings can be found on the Commissions
EDGAR system at www.sec.gov or on the Companys website at www.ibtx.com. The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Companys Registration
Statement on Form S-3 (File No. 333-196627) (the Registration Statement) related to the offering. The Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of
1933, as amended. The Company and the Underwriters expect to consummate the sale and purchase of the Notes pursuant to the Underwriting Agreement on June 27, 2016.
The Notes will be sold to the public at a price equal to 98.25% of the aggregate principal amount of the Notes, plus accrued interest from and
including February 1, 2016 through but excluding June 27, 2016, the expected settlement date for the sale of the Notes, which accrued interest is in the amount of $1,072,187.50. The net proceeds to the Company from the sale of the Notes,
after the underwriting discount, but before transaction expenses allocable to the sale of the Notes, will be $43,537,500. The Notes will accrue interest at a fixed rate per annum equal to 5.875% from and including February 1, 2016 until the
principal of the Notes has been paid in full or a sum sufficient to pay the principal of the Notes has been made available for payment. Interest on the Notes is payable semi-annually in arrears on February 1 and August 1 of each year,
commencing on August 1, 2016. The amount of interest paid with respect to the Notes on August 1, 2016 will be the amount accruing from and including February 1, 2016 through, but excluding, August 1, 2016. Payments of interest
will be made to each person in whose name such Note is registered at the close of business on the preceding January 15 or July 15, as the case may be. The Notes will mature on August 1, 2024.
The Notes will be subordinated, unsecured debt securities of the Company and will rank below the Companys senior indebtedness, as
defined in the Base Indenture, and will rank equally with or senior to other subordinated indebtedness of the Company as provided by the terms of such indebtedness. In addition, the Notes will rank senior to the Companys outstanding junior
subordinated debentures underlying certain outstanding trust preferred securities. The date of issuance, initial interest accrual date, first interest payment date and issue price of the Notes to be sold in this offering pursuant to the Underwriting
Agreement were established by action of the Pricing
Committee of the Companys Board of Directors pursuant to, and in accordance with, the terms of the Indenture. The terms of the Notes are as set forth in the Indenture, which will govern the
Notes, and in the form of the Global Note (as defined below) that will represent the Notes to be sold in the offering.
The material terms
of the Notes are described in the Companys prospectus supplement dated June 22, 2016, which relates to the offer and sale of the Notes (the Prospectus Supplement), and the Companys prospectus dated June 27, 2014,
which relates to the offer and sale from time to time of up to $250,000,000 of securities of the Company, including subordinated debt securities of the Company to be issued pursuant to the Indenture (the Base Prospectus). The Prospectus
Supplement, together with the Base Prospectus, was filed by the Company with the Securities and Exchange Commission (the Commission) on June 23, 2016 pursuant to Rule 424(b)(5) under the U.S. Securities Act of 1933, as amended (the
Securities Act), in connection with the offer and sale of the Notes. A Pricing Term Sheet, dated June 22, 2016, relating to, and setting forth certain terms of, the Notes was filed with the Commission pursuant to Rule 433 under
the Securities Act as of June 23, 2016.
The Notes will be delivered in book-entry form only. The Notes will be represented by a
single global note in the principal amount of $45,000,000 (the Global Note), which will be payable to Cede & Co., as nominee of The Depository Trust Company. The Global Note will be executed by the Company and authenticated by
the Trustee in accordance with the Indenture.
The foregoing is a summary and is qualified by reference to the Underwriting Agreement and
the terms of the Notes, as represented by the Global Note, which are filed herewith as Exhibits 1.1 and 4.1 hereto and are incorporated herein by reference.