Item 7.01.
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Regulation FD Disclosure.
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On May 22, 2018, Independent posted on the Investor
Relations page of its website a slide presentation related to the proposed Merger with Guaranty. A copy of the slide presentation is furnished as Exhibit 99.1 to this Current Report on Form
8-K
and
incorporated herein by reference.
Independent and Guaranty issued a joint press release on May 22, 2018, to announce the proposed
Merger, a copy of which press release is furnished as Exhibit 99.2 to this Current Report on Form
8-K
and incorporated herein by reference.
In accordance with the General Instruction B.2 of Form
8-K,
the information in Item 7.01 of this
Current Report on Form
8-K,
including Exhibit 99.1 and Exhibit 99.2 hereto, which is furnished herewith pursuant to and relate to Item 7.01, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise be subject to the liabilities of Section 18 of the Exchange Act. The information in Item 7.01 of this Current Report on Form
8-K
and Exhibit 99.1 and Exhibit 99.2 hereto shall not be incorporated by reference into any filing or other document filed by Independent with the SEC pursuant to the Securities Act of 1933, as amended (the
Securities Act), the rules and regulations of the SEC thereunder, the Exchange Act, or the rules and regulations of the SEC thereunder, except as shall be expressly set forth by specific reference in such filing or document.
Special Note Regarding the Agreement
The
Agreement contains customary representations, warranties, covenants and other terms, provisions and conditions that Independent and Guaranty made to each other as of specific dates. The assertions embodied in those terms, provisions and conditions
were made solely for purposes of the Agreement, and may be subject to important qualifications and limitations agreed to by the parties to the Agreement in connection with negotiating the terms contained in the Agreement. Moreover, the parties to
the Agreement may be subject to a contractual standard of materiality in the Agreement that may be different from what may be viewed as material to shareholders of Independent or Guaranty or may have been used by the parties for the purpose of
allocating risk between Independent, together with its direct and indirect subsidiaries, and Guaranty, together with its direct and indirect subsidiaries, rather than for the purpose of establishing matters as facts. For the foregoing reasons, no
one should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information regarding Independent or Guaranty at the time they were made or otherwise.
Forward Looking Statements
Certain statements contained in this filing and related presentations 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 and Section 21E of
the Exchange Act. These forward-looking statements include information about Independent Bank Groups and Guaranty Bancorps possible or assumed future economic performance or future results of operations, including Independent Bank
Groups or Guaranty Bancorps future revenues, income, expenses, provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows, and Independent Bank Groups and Guaranty Bancorps future
capital expenditures and dividends, future financial condition and changes therein, including changes in Independent Bank Groups and Guaranty Bancorps loan portfolio and allowance for loan losses, future capital structure or changes
therein, as well as the plans and objectives of management for Independent Bank Groups and Guaranty Bancorps future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Independent Bank
Groups and Guaranty Bancorps operations, results of operations, financial condition, and future economic performance, statements about the benefits of the proposed transaction, and the
statements of the assumptions underlying any such statement. Such 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 and Guaranty
Bancorp make are based on our current expectations and assumptions regarding Independent Bank Groups and Guaranty Bancorps 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 Bank Groups or Guaranty Bancorps 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 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 Bank Group and Guaranty Bancorp, the outcome of any legal proceedings that may be instituted against
Independent Bank Group or Guaranty Bancorp, 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 Bank
Group and Guaranty Bancorp 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 managements 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, Independent Bank Groups ability to complete the
acquisition and integration of Guaranty Bancorp successfully, and the dilution caused by Independent Bank Groups issuance of additional shares of its common stock in connection with the transaction. Each of Independent Bank Group and Guaranty
Bancorp 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, Guaranty Bancorp, and factors which could affect the forward-looking statements contained herein can be found in Independent Bank Groups 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 March 31, 2018 and its other filings with the SEC, and in Guaranty Bancorps 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 March 31, 2018 and its other filings with the
SEC.
Additional Information about the Merger and Where to Find It
In connection with the proposed acquisition of Guaranty Bancorp, Independent Bank Group will file with the SEC a registration statement on Form
S-4
to register the shares of Independent Bank Groups common 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 Bank Group and Guaranty Bancorp seeking their approval of the proposed transaction.
WE URGE
INVESTORS AND SECURITY HOLDERS 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 BANK
GROUP, GUARANTY BANCORP, 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 Bank Group at its website, www.ibtx.com, or from Guaranty Bancorp at its website, www.gbnk.com. Documents filed with the SEC by Independent Bank Group will be available
free of charge by directing a request by telephone or mail to Independent Bank Group, Inc., 1600 Redbud Blvd., Suite 400, McKinney, Texas 75069,
972-562-9004,
and
documents filed with the SEC by Guaranty Bancorp will be available free of charge by directing a request by telephone or mail to Guaranty Bancorp, 1331 Seventeenth St., Suite 200, Denver, Colorado 80202, attention: Investor Relations, or
303-293-5563.
Participants in the Solicitation
Independent Bank Group, Guaranty Bancorp 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 Bank Group and Guaranty Bancorp in connection with the proposed transaction. 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 Bank Group, and its directors and
executive officers, may be found in the definitive proxy statement of Independent Bank Group relating to its 2018 Annual Meeting of Shareholders filed with the SEC on April 26, 2018, and other documents filed by Independent Bank Group with the
SEC. Additional information about Guaranty Bancorp, and its directors and executive officers, may be found in the definitive proxy statement of Guaranty Bancorp relating to its 2018 Annual Meeting of Stockholders filed with the SEC on March 23,
2018, and other documents filed by Guaranty Bancorp with the SEC. These documents can be obtained free of charge from the sources described above.
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