Form 8-K

0001193125-13-145733.txt : 20130408 0001193125-13-145733.hdr.sgml : 20130408 20130408144508 ACCESSION NUMBER: 0001193125-13-145733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130408 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130408 DATE AS OF CHANGE: 20130408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Independent Bank Group Inc CENTRAL INDEX KEY: 0001564618 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 134219346 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35854 FILM NUMBER: 13748172 BUSINESS ADDRESS: STREET 1: 1600 REDBUD BOULEVARD STREET 2: SUITE 400 CITY: MCKINNEY STATE: TX ZIP: 75069 BUSINESS PHONE: (972) 562-9004 MAIL ADDRESS: STREET 1: 1600 REDBUD BOULEVARD STREET 2: SUITE 400 CITY: MCKINNEY STATE: TX ZIP: 75069 8-K 1 d518482d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 8, 2013

Independent Bank Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Texas

001-35854

13-4219346

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1600 Redbud Boulevard, Suite 400

McKinney, TX 75069-3257

(Address of Principal Executive Offices) (Zip code)

Registrant’s telephone number, including area code: (972) 562-9004

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Information.

On April 8, 2013, Independent Bank Group, Inc., a Texas corporation (the “Company”), consummated its initial public offering of its capital stock (the “Offering”). In the Offering, the Company sold a total of 3,680,000 shares of its Common Stock, $0.01 par value per share (the “Shares”), including 480,000 shares sold pursuant to the exercise of the option to acquire additional shares that the Company had granted to the underwriters of the Offering. The price to the public in the Offering was $26.00 per share, and the aggregate net proceeds of the Offering to the Company were approximately $87.0 million, after the underwriters’ commissions and estimated offering expenses.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1—A copy of the press release made by the Company to announce the consummation of the Offering is included herewith as Exhibit 99.1.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 8, 2013


INDEPENDENT BANK GROUP, INC.

By:		/s/ David R. Brooks
Name:		David R. Brooks
Title:		Chairman and Chief Executive Officer

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EX-99.1 2 d518482dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

PRESS RELEASE

Independent Bank Group, Inc. Announces Completion of Initial Public Offering

McKinney, Texas (Marketwire—April 8, 2013)

Independent Bank Group, Inc. (NASDAQ: IBTX) (“Independent Bank Group”), the holding company for Independent Bank, a Texas-chartered commercial bank headquartered in McKinney, Texas, today announced the closing of its initial public offering of common stock. Independent Bank Group sold a total of 3,680,000 shares of its common stock to the public (including shares sold upon the exercise of the underwriters’ option to purchase an additional 480,000 shares) at $26.00 per share. The offering priced on April 2, 2013.

Total net proceeds from the public offering to Independent Bank Group were approximately $87 million, after deducting the underwriters’ discount and commissions and estimated offering expenses. Those proceeds will be used in accordance with the company’s prospectus dated April 2, 2013 relating to such public offering.

Sandler O’Neill + Partners, L.P. was the book-running manager for the offering. Evercore Partners and Keefe, Bruyette & Woods acted as joint book-runners for the offering.

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 30 banking offices in 26 communities in two market regions located in the Dallas/Fort Worth metropolitan area and the greater Austin area. As of December 31, 2012, Independent Bank Group had total assets of approximately $1.7 billion, total loans of approximately $1.4 billion and total deposits of approximately $1.4 billion.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction. The offering is being made only by means of a prospectus relating to the Independent Bank Group initial public offering, copies of which may be obtained for free by visiting the Securities and Exchange Commission website at http://www.sec.gov. Alternatively, a copy of the prospectus may be obtained from: Sandler O’Neill + Partners, L.P., 1251 Avenue of the Americas, 6^th Floor, New York, NY 10020, Attention: Prospectus Department, or calling toll-free 1-866-805-4128 or emailing syndicate@sandleroneill.com.