Triumph Bancorp, Inc. (Nasdaq: TBK) (“Triumph” or the “Company”)
announced today that it has commenced a modified “Dutch auction”
tender offer (the “Tender Offer”) to purchase for cash up to $100
million of its common stock (the “Common Stock”) at a price per
share not less than $51.00 and not greater than $58.00, less any
applicable withholding taxes and without interest, using available
cash on hand. On November 4, 2022, the closing price of the Common
Stock was $49.35 per share. The Tender Offer will expire at 12:00
midnight, New York City time, at the end of the day on December 6,
2022, unless extended or terminated.
If the Tender Offer is fully subscribed, the
Company will purchase between 1,960,784 shares and 1,724,137
shares, or between 8.01% and 7.04%, respectively, of the Company’s
outstanding Common Stock (which excludes shares issuable upon
exercise of stock options and vesting of restricted stock,
restricted stock units, performance-based performance stock units
and market-based performance stock units). If shares having an
aggregate purchase price of more than $100 million are tendered in
the Tender Offer and not properly withdrawn, the Company reserves
the right to accept for purchase pursuant to the Tender Offer up to
an additional 2% of its outstanding Common Stock without extending
the expiration date of the Tender Offer. Any shares tendered may be
withdrawn prior to expiration of the Tender Offer. Stockholders
that do not wish to participate in the Tender Offer do not need to
take any action. None of our directors or executive officers will
tender any of their shares in the Tender Offer.
A modified “Dutch auction” tender offer allows
stockholders to indicate how many shares of Common Stock and at
what price within the range described above they wish to tender
their shares. Based on the number of shares tendered and the prices
specified by the tendering stockholders, the Company will determine
the lowest per-share price that will enable it to acquire up to
$100 million of Common Stock. All shares accepted in the Tender
Offer will be purchased at the same price even if tendered at a
lower price.
To tender shares of Common Stock, stockholders
must follow the instructions described in the “Offer to Purchase”
and the “Letter of Transmittal” that the Company is filing with the
U.S. Securities and Exchange Commission (the “SEC”). These
documents contain important information about the terms and
conditions of the Tender Offer.
The Tender Offer will not be contingent upon any
minimum number of shares being tendered or any financing
conditions. The Tender Offer will, however, be subject to other
conditions, such as obtaining any regulatory approvals or
non-objections from the Federal Reserve or the Texas Department of
Savings and Mortgage Lending that may be necessary. The Company’s
Board of Directors (the “Board”) believes that a modified “Dutch
auction” tender offer is an efficient mechanism that will provide
all stockholders with the opportunity to tender all or a portion of
their shares. In the future, the Board may consider additional
tender offer(s) or other measures to enhance stockholder value
based on a variety of factors, including the market price of the
Common Stock.
Wachtell, Lipton, Rosen & Katz is serving as
legal advisor to the Company.
The Board has authorized the Tender Offer.
However, none of the Company, the Board or the dealer manager, the
information agent, or the depositary for the Tender Offer or any of
their respective affiliates are making any recommendation to
stockholders as to whether to tender or refrain from tendering
their shares in the Tender Offer or as to the price at which
stockholders may choose to tender their shares. No person is
authorized to make any such recommendation. Stockholders must
decide how many shares they will tender, if any, and the price
within the stated range at which they will offer their shares for
purchase. In doing so, stockholders should read carefully the
information in, or incorporated by reference in, the Offer to
Purchase and the Letter of Transmittal (as they may be amended or
supplemented), including the purposes and effects of the Tender
Offer. Stockholders are urged to discuss their decisions with their
own tax advisors, financial advisors and/or brokers.
J.P. Morgan Securities LLC is acting as dealer
manager for the Tender Offer. The information agent for the Tender
Offer is D.F. King & Co. Inc., and the depositary is EQ
Shareowner Services. The Offer to Purchase, the Letter of
Transmittal and related documents will be mailed to registered
holders. Beneficial holders will receive the Offer to Purchase and
a communication from their bank, broker or custodian. For questions
and information, please call the information agent toll-free at
(866) 620-2536.
Certain Information Regarding the Tender
Offer
The information in this press release describing
the Tender Offer is for informational purposes only and does not
constitute an offer to buy or the solicitation of an offer to sell
shares of Common Stock in the Tender Offer. The Tender Offer is
being made only pursuant to the Offer to Purchase and the related
materials that the Company is filing with the SEC, and will
distribute to its stockholders, as they may be amended or
supplemented. Stockholders should read such Offer to Purchase and
related materials carefully and in their entirety because they
contain important information, including the various terms and
conditions of the Tender Offer. Stockholders of the Company may
obtain a free copy of the Tender Offer statement on Schedule TO,
the Offer to Purchase and other documents that the Company is
filing with the SEC from the SEC’s website at www.sec.gov.
Stockholders also will be able to obtain a copy of these documents,
without charge, from D.F. King & Co. Inc., the information
agent for the Tender Offer, toll free at (866) 620-2536 or J.P.
Morgan Securities LLC toll free at (877) 371-5947. Stockholders are
urged to carefully read all of these materials prior to making any
decision with respect to the Tender Offer. Stockholders and
investors who have questions or need assistance may call D.F.
King & Co. Inc.
About Triumph
Triumph Bancorp, Inc. (Nasdaq: TBK) is a financial
holding company headquartered in Dallas, Texas, offering a
diversified line of payments, factoring, and banking services.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements. Any statements about our expectations, beliefs, plans,
predictions, forecasts, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking.
You can identify forward-looking statements by the use of
forward-looking terminology such as “believes,” “expects,” “could,”
“may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,”
“pro forma,” “projects,” “estimates” or “anticipates” or the
negative of these words and phrases or similar words or phrases
that are predictions of or indicate future events or trends and
that do not relate solely to historical matters. You can also
identify forward-looking statements by discussions of strategy,
plans or intentions. Forward-looking statements involve numerous
risks and uncertainties and you should not rely on them as
predictions of future events. Forward-looking statements depend on
assumptions, data or methods that may be incorrect or imprecise and
we may not be able to realize them. We do not guarantee that the
transactions and events described will happen as described (or that
they will happen at all). Investors are cautioned that such
statements are predictions and that actual events or results may
differ materially. Triumph’s expected financial results or other
plans are subject to a number of risks and uncertainties. For a
discussion of such risks and uncertainties, which could cause
actual results to differ from those contained in the
forward-looking statements, see “Risk Factors” and the
forward-looking statement disclosure contained in the Company’s
Annual Report on Form 10-K, filed with the Securities and Exchange
Commission on February 14, 2022 and the Company’s Quarterly Reports
on Form 10-Q for the periods ending March 31, 2022, June 30, 2022,
and September 30, 2022, respectively, each of which has been filed
with the Securities and Exchange Commission. Forward-looking
statements speak only as of the date made and Triumph undertakes no
duty to update the information. Source: Triumph Bancorp, Inc.
Investor Relations: Luke Wyse
Senior Vice President, Finance & Investor Relations
lwyse@tbkbank.com 214-365-6936
Media Contact: Amanda Tavackoli
Senior Vice President, Director of Corporate Communication
atavackoli@tbkbank.com 214-365-6930
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