0001564618-16-000114.txt : 20160119 0001564618-16-000114.hdr.sgml : 20160118 20160119135111 ACCESSION NUMBER: 0001564618-16-000114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160114 ITEM INFORMATION: Other Events FILED AS OF DATE: 20160119 DATE AS OF CHANGE: 20160119 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: 161347847 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 FORMER COMPANY: FORMER CONFORMED NAME: Independent Bank Group Inc DATE OF NAME CHANGE: 20121213 8-K 1 form8-k1x14x16redemptionco.htm 8-K 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):
January 14, 2016


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 Events.
In connection with the acquisition of BOH Holdings, Inc. (“BOH Holdings”) on April 15, 2014, Independent Bank Group, Inc. (the “Company”), among other things, acquired all assets and assumed all liabilities of BOH Holdings. BOH Holdings participated in the United States Department of the Treasury’s (the “Treasury”) Small Business Lending Fund (“SBLF”) program. The Treasury’s lending program encourages qualified community banks to partner with small businesses and entrepreneurs to create jobs and promote economic development in local communities. As a result of continued participation in the program, the Company issued 23,938.35 shares of its Senior Non-Cumulative Perpetual SBLF Preferred Stock, Series A (the “Series A Preferred Stock”) at $1,000 par value to the Treasury in exchange for the 23,938.35 shares of BOH Holdings Series C SBLF Preferred Stock that the Treasury previously held.
The SBLF Preferred Stock qualified as Tier 1 capital. The holders of SBLF Preferred Stock were entitled to receive noncumulative dividends, payable quarterly. The dividend rate was determined based on the level of Qualified Small Business Lending at BOH Holdings and was set at 1.00% at time of acquisition. The Company qualified for the 1.00% rate continuing through January 14, 2016, at which time the dividend rate was set to increase to 9.00%.
On January 14, 2016, the Company completed the redemption of all 23,938.35 outstanding shares of its Series A Preferred Stock held by the Treasury paying a total redemption price of $23,946,994.40.



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: January 19, 2016
INDEPENDENT BANK GROUP, INC.

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