Current Report Filing (8-k)
May 05 2021 - 04:37PM
Edgar (US Regulatory)
TEXAS CAPITAL BANCSHARES INC/TX US false 0001077428 0001077428 2021-04-29 2021-04-29 0001077428 us-gaap:CommonStockMember 2021-04-29 2021-04-29 0001077428 us-gaap:SeriesAPreferredStockMember 2021-04-29 2021-04-29 0001077428 us-gaap:SeriesBPreferredStockMember 2021-04-29 2021-04-29
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 Exchange Act of 1934
Date of Report (Date of earliest event reported): April 29, 2021
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34657
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75-2679109
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.
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(Address of principal executive offices)
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75201
(Zip Code)
Registrant’s telephone number, including area code: (214) 932-6600
N/A
(Former name or former address, if changed since last report)
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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☐
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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TCBI
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Nasdaq Stock Market
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6.50% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share
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TCBIP
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Nasdaq Stock Market
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5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share
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TCBIO
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Nasdaq Stock Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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. ☐
On April 29, 2021, Texas Capital Bancshares, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the “Underwriters”), relating to the public offering of $375,000,000 aggregate principal amount of 4.000% Fixed-to-Fixed Rate Subordinated Notes due 2031. The Underwriting Agreement contains various representations, warranties and agreements by the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to the Company’s registration statement on Form S-3 (File No. 333-252978) (the “Registration Statement”) and such exhibit is hereby incorporated by reference into the Registration Statement.
Item 9.01.
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Financial Statements and Exhibits.
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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: May 5, 2021
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TEXAS CAPITAL BANCSHARES, INC.
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By:
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/s/ Julie Anderson
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Julie Anderson
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Chief Financial Officer
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Texas Capital Bancshares (NASDAQ:TCBI)
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