Enterprising Investor
2年前
INVESTIGATION ALERT: The Gross Law Firm Notifies Shareholders of Texas Capital Bancshares, Inc. of an Investigation and Potential Class Action Lawsuit - (NASDAQ: TCBI) (6/07/23)
NEW YORK, June 7, 2023 /PRNewswire/ -- The Gross Law Firm issues the following notice to shareholders of Texas Capital Bancshares, Inc.:
On March 29, 2021, shares of Texas Capital stock dropped 13% on unusually heavy trading volume as prime brokers associated with now-defunct family office, Archegos Capital Management, unwound large U.S. stock positions linked to the fund. A Bloomberg article published on November 16, 2021 detailed how Archegos built up a previously undisclosed position equal to 20% of Texas Capital prior to the margin calls that forced Archegos' liquidation. According to the article, Texas Capital was aware of the large position held by Archegos while it raised additional capital from investors in February 2021.
Due to the forgoing, The Gross Law Firm is investigating potential securities fraud claims on behalf of certain Texas Capital investors. If you incurred a loss on your TCBI investment, please contact us using the link below to discuss your rights.
https://securitiesclasslaw.com/securities/texas-capital-loss-submission-form/?id=40413&from=4
WHY GROSS LAW FIRM? The Gross Law Firm is a nationally recognized class action law firm, and our mission is to protect the rights of all investors who have suffered as a result of deceit, fraud, and illegal business practices. The Gross Law Firm is committed to ensuring that companies adhere to responsible business practices and engage in good corporate citizenship. The firm seeks recovery on behalf of investors who incurred losses when false and/or misleading statements or the omission of material information by a company lead to artificial inflation of the company's stock. Attorney advertising. Prior results do not guarantee similar outcomes.
CONTACT:
The Gross Law Firm
15 West 38th Street, 12th floor
New York, NY, 10018
Email: dg@securitiesclasslaw.com
Phone: (646) 453-8903
Enterprising Investor
5年前
Texas Capital Bancshares and Independent Bank Group to Combine in Merger of Equals to Create the Premier, Texas-Based Super Regional Bank with the Enhanced Scale and Resources to Serve Clients Nationally (12/09/19)
Texas Capital Bancshares, Inc. (NASDAQ: TCBI) (“Texas Capital”), the parent company of Texas Capital Bank, and Independent Bank Group, Inc. (NASDAQ: IBTX) (“Independent Bank Group”), the holding company for Independent Bank, today announced that they have entered into a definitive agreement under which the companies will combine in an all-stock merger of equals with a total market value of approximately $5.5 billion to create the premier, Texas-based super regional bank.
The name of the combined holding company will be Independent Bank Group and the name of the combined bank will be Texas Capital. Retail locations in Colorado will continue to operate and retain the Independent Financial branding. The corporate headquarters of the combined company will be located in McKinney, Texas. The combined company will trade under the Independent Bank Group ticker symbol "IBTX" on The Nasdaq Stock Market.
Under the terms of the merger agreement, which was unanimously approved by the Boards of Directors of both companies, Texas Capital shareholders will receive 1.0311 shares of Independent Bank Group for each Texas Capital share they own. Former Texas Capital shareholders will own 55% and Independent Bank Group shareholders will own 45% of the combined company. Upon consummation of the transaction, the combined company expects to offer an annualized dividend on its common stock of $1.00 per share, subject to approval by the Board of Directors.
The merger combines two relationship-driven, client-focused and founder-led institutions with complementary lines of business and deep benches of talent. Together, Independent Bank Group and Texas Capital are ideally positioned to leverage their respective strengths to deliver exceptional operational and financial performance.
C. Keith Cargill, Texas Capital President and CEO, said, “Today is an exciting day for Texas Capital and I am confident that executing this transformative merger of equals is the right strategy for our team, our company, our clients, our communities and our shareholders. It has been an honor to build Texas Capital into one of the best business and private wealth banks in the U.S. We have found the ideal partner in Independent Bank Group given our shared core values and strong commitment to fostering talent and delivering a premier client experience. Independent Bank Group is an outstanding complement to Texas Capital with its enviable commercial branch network, small business market leadership and solid deposit funding model in combination with our strong corporate banking practice and powerful technology and compliance infrastructure. Importantly, this accretive transaction delivers significant value to our shareholders, with substantial growth drivers, an annual dividend and increased profitability run rate with meaningful synergies. I believe that David is the right individual to lead the combined organization into the future, and I look forward to working with him and the rest of the team to merge these two great businesses into one team, one culture and one of the highest performing banks in America.”
David R. Brooks, Independent Bank Group Chairman and CEO, said, “Combining Independent Bank Group and Texas Capital is the logical next step for both companies. We have built a strong, broad commercial branch footprint across Texas and in Colorado through multiple transactions, which have effectively doubled our assets every two years. This combination with Texas Capital is a singular opportunity to significantly diversify our customer base, business lines and loan concentrations, enabling us to accelerate our growth and enhance our financial flexibility for continued strategic investments. At the same time, Independent Bank Group will benefit from the strength of Texas Capital’s technology, processes and systems to ensure we are even better positioned to serve and compete for clients in all lines of business while mitigating risk. With our combined scale, a deeply experienced and talented team with similar cultures and focus on superior operational execution, we believe that together we are well positioned to generate enhanced value for both companies’ shareholders through improved efficiency, strong returns on capital and earnings accretion. I am honored to lead the organization following the close of the transaction and want to offer my deepest gratitude for the outstanding leadership of Keith, who has been instrumental in reaching this exciting day.”
Strategically Compelling for Both Organizations
Enhanced Scale to Drive Growth and Improve Profitability: The combined company, with approximately $48 billion in assets and $39 billion in deposits, will create the largest Texas-headquartered bank by Texas deposits with a significant presence in Colorado and will provide a strong foundation to serve clients. The enhanced scale provided by the combination enables further investment in technology to better manage risk and serve clients across business lines.
Diversified Business Mix: This combination will create a full-service financial institution with extensive strategic and client coverage, including enhancing the revenue mix by diversifying each company’s client base, business lines and loan and funding concentrations.
Strengthened Core Deposits Franchise: Texas Capital and Independent Bank Group will benefit from a substantially solidified and granular core deposit business, which will allow for a more stable source of funds and increased optionality to compete in a dynamic market environment.
Attractive, Fast Growing Markets: The combined company will have a strong presence in five of the top 10 fastest growing MSAs in the United States.
Experienced Combined Management Team: In addition to a strong track record of organic growth and high-performance, the combined management team has significant experience successfully executing and integrating transformative transactions.
Strong Cultural Alignment and Commitment to Communities: Texas Capital and Independent Bank Group are committed to preserving the strong cultures of collaboration and entrepreneurial spirit in our efforts to deliver premier and differentiated client experiences. Both companies will maintain the important community relationships built over decades and the combined company is committed to continuing its investments to local programs and communities.
Financially Compelling for All Shareholders
Significant Earnings Per Share and Tangible Book Value Per Share Accretion: The transaction is projected to deliver approximately 27% TBVPS accretion, 26% EPS accretion to Independent Bank Group and 14% EPS accretion to Texas Capital by the first full year after close, assuming 75% phase-in of cost savings.
Substantial Cost Synergies: Expected to improve profitability and support sustained growth by delivering approximately $100 million in annual run-rate cost synergies.
Leading Financial Profile and Operating Metrics: On a pro forma basis, the franchise is expected to deliver top-tier operating and return metrics, including Return on Tangible Common Equity of approximately 15% and Return on Average Assets of 1.3%, each assuming 75% phase-in of cost savings.
Combined Company Governance and Leadership Team
The Chairman, President and CEO of the combined company will be David Brooks. C. Keith Cargill will serve as Special Advisor to the Chairman, President and CEO and continue to assist the franchise in talent and client retention in addition to advising on key strategic initiatives. The leadership team led by Mr. Brooks will include five current Texas Capital executives and four current Independent Bank Group executives. The Board of Directors will be composed of seven directors from Texas Capital and six directors from Independent Bank Group. Larry L. Helm, Texas Capital Non-Executive Chairman of the Texas Capital Board, will serve as Lead Independent Director of the combined company’s Board of Directors.
Timing and Approvals
The merger is expected to close in mid-2020, subject to satisfaction of customary closing conditions, including receipt of customary regulatory approvals and approval by the shareholders of each company.
Advisors
Jefferies LLC is serving as lead financial advisor to Texas Capital. Goldman Sachs & Co. LLC is also serving as financial advisor to Texas Capital. Sullivan & Cromwell LLP is serving as legal advisor to Texas Capital.
Keefe, Bruyette & Woods, A Stifel Company, is serving as exclusive financial advisor to Independent Bank Group. Sandler O’Neill + Partners, L.P rendered a fairness opinion to the Board of Directors of Independent Bank Group. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Independent Bank Group.
Joint Investor Conference Call
Texas Capital and Independent Bank Group will hold a joint conference call to discuss the transaction at 7:00 a.m. Central Time today. To listen to the live call, please dial 866.610.1072 within the U.S. and 973.935.2840 for all other locations and enter the participant code 8082479. The live webcast, along with the related presentation, will be available on the investor relations section of each company’s website at http://investors.texascapitalbank.com/ and https://independentbankgroup.gcs-web.com/investor-relations. An audio replay will be available two hours after the conclusion of the call. To access the replay, dial 800.585.8367 and use conference number 8082479. International callers should dial 404.537.3406 and enter the same conference number. This replay, as well as the webcast, will be available through December 23, 2019.
About Independent Bank Group
Independent Bank Group, through its wholly owned subsidiary, Independent Bank, provides a wide range of relationship-driven commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Independent Bank Group operates in four market regions located in the Dallas/Fort Worth, Austin, and, Houston areas in Texas and the Colorado Front Range area, including Denver, Colorado Springs and Fort Collins.
About Texas Capital Bancshares, Inc.
Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 1000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank, a commercial bank that delivers highly personalized financial services to businesses and entrepreneurs. Headquartered in Dallas, the bank has full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio.
Independent Bank Group Contacts:
Media
James Tippit
Executive Vice President & Head of Corporate Responsibility
(469) 301-2736
JTippit@ibtx.com
https://www.globenewswire.com/news-release/2019/12/09/1957790/0/en/Texas-Capital-Bancshares-and-Independent-Bank-Group-to-Combine-in-Merger-of-Equals-to-Create-the-Premier-Texas-Based-Super-Regional-Bank-with-the-Enhanced-Scale-and-Resources-to-Se.html
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