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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): September 8, 2008
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
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Delaware
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000-30533
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75-2679109 |
(State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
incorporation or organization)
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File Number)
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Identification Number) |
2100 McKinney Avenue, Suite 900, Dallas, Texas, U.S.A.
(Address of principal executive officers)
75201
(Zip Code)
214-932-6600
(Registrants telephone number,
including area code)
N/A
(Former address of principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.01. |
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Entry Into a Material Definitive Agreement. |
Stock Purchase Agreement. On September 8, 2008, Texas Capital Bancshares, Inc., a Delaware
corporation (the Company), entered into a Stock Purchase Agreement (the Stock Purchase
Agreement) with T. Rowe Price Associates, Inc., on behalf of certain of its mutual funds and
managed accounts, and certain other parties (collectively, the Investors) pursuant to which they agreed to
purchase, subject to the satisfaction of customary closing conditions, an aggregate of 4,000,000
shares (the Shares) of the Companys Common Stock, par value $0.01 per share (the Common
Stock), at a purchase price of $14.50 per share (the Private Placement). The Company
anticipates that the sale of the Shares will close on September 10, 2008, subject to the
satisfaction of customary closing conditions.
The Stock Purchase Agreement contains customary representations, warranties and covenants of
the parties.
This description of the Stock Purchase Agreement is a summary and does not purport to be a
complete description of all of the terms of such agreement, and is qualified in its entirety by
reference to the form of Stock Purchase Agreement, filed herewith as Exhibit 10.1.
Registration Rights Agreement. On September 8, 2008, the Company entered into a Registration
Rights Agreement (the Registration Rights Agreement) with the Investors, pursuant to which the
Company agreed to use its commercially reasonable efforts to file with the Securities and Exchange
Commission (the SEC), and cause to be declared effective by the SEC, a registration statement on
an applicable SEC registration form covering the resale from time to time of the Shares. Under the
terms of the Registration Rights Agreement, the Company has agreed to use its commercially
reasonable efforts to file the registration statement with the SEC within 30 days following the
closing of the sale of Shares and to use its commercially reasonable efforts to cause the
registration statement to become effective within 120 days of the closing of the sale of the
Shares. The registration rights for any purchaser or holder of the Shares shall expire if all of
the Shares held by such purchaser or holder may be sold pursuant to Rule 144 of the Securities Act
of 1933, as amended (the Securities Act), without the requirement to be in
compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144
(or any successor rule) under the Securities Act, after taking into account the purchasers or
holders status as an affiliate of the Company (provided at least 12 months have lapsed since such
purchasers or holders Shares were acquired from the Company). The Registration Rights Agreement
provides for customary indemnification for the Company and the purchasers or holders of the Shares.
This description of the Registration Rights Agreement is a summary and does not purport to be
a complete description of all of the terms of such agreement, and is qualified in its entirety by
reference to the form of Registration Rights Agreement, filed herewith as Exhibit 10.2.
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Item 3.02. |
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Unregistered Sales of Equity Securities. |
On September 8, 2008, the Company entered into the Stock Purchase Agreement pursuant to which
the Investors agreed to purchase, subject to the satisfaction of customary closing conditions,
the Shares for a purchase price of $14.50 per share, with gross
proceeds to the Company of $58 million,
placement agent fees and other expenses of $3 million, resulting
in net proceeds of $55 million. The proceeds will be used for
general corporate purposes, including additional capital to support the growth of Texas Capital
Bank, N.A. The Shares were offered and will be sold by the Company in a transaction exempt
from the registration requirements of the Securities Act pursuant to Section 4(2) of the Securities
Act and Regulation D thereunder as a sale not involving a public offering that is being made only
to purchasers that have represented to the Company that they are accredited investors.
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Item 7.01. |
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Regulation FD Disclosure. |
On September 8, 2008 the Company issued a press release announcing the Private Placement. A copy of the press release issued by the Company in connection
with the Private Placement is
filed herewith as Exhibit 99.1.
In connection with the Private Placement, the Company made a presentation to Investors
regarding its operating and financial results and confirming its guidance for the year. A copy of
the presentation is attached hereto as Exhibit 99.2.
The information in Exhibits 99.1 and 99.2 shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act, except as expressly set forth by
specific reference in such a filing.
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Item 9.01. |
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Financial Statements and Exhibits. |
(c) Exhibits
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10.1
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Form of Stock Purchase Agreement, dated September 8, 2008 among Texas
Capital Bancshares, Inc. and other parties. |
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10.2
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Form of Registration Rights Agreement, dated September 8, 2008 among
Texas Capital Bancshares, Inc. and other parties. |
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99.1
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Press Release, dated September 8, 2008, of Texas
Capital Bancshares, Inc., announcing the private placement of shares
of its Common Stock. |
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99.2
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Presentation to be made September 9, 2008 discussing Texas Capital
Bancshares, Inc.s operating and financial results and confirming
guidance for the year. |
FORWARD-LOOKING STATEMENTS
The information in this report contains forward-looking statements within the meaning of
Section 27A of the United States Securities Act of 1933 and Section 21E of the United States
Securities and Exchange Act of 1934. Such statements are based upon current expectations that
involve risks and uncertainties that may be outside of our control. Any statements contained
herein that are not statements of historical fact may be deemed to be forward-looking statements.
For example, words such as may, will, should, estimates, predicts, potential,
continue, strategy, believes, anticipates, plans, expects, intends, and similar
expressions are intended to identify forward-looking statements. Our actual results and the timing
of certain events may differ significantly from the results discussed in the forward-looking
statements.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: September 8, 2008 |
TEXAS CAPITAL BANCSHARES, INC.
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By: |
/s/ Peter B. Bartholow
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Peter B. Bartholow |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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10.1 |
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Form of Stock Purchase Agreement, dated September 8, 2008
among Texas Capital Bancshares, Inc. and other parties. |
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10.2 |
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Form of Registration Rights Agreement, dated September 8, 2008
among Texas Capital Bancshares, Inc. and other parties. |
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99.1 |
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Press Release, dated September 8, 2008, of Texas Capital
Bancshares, Inc., announcing the private placement of shares of its
Common Stock. |
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99.2 |
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Presentation to be made September 9, 2008 discussing Texas
Capital Bancshares, Inc.s operating and financial results and
confirming guidance for the year. |