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):

June 23, 2017

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))

Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):

Emerging growth company            ☒

If an emerging growth company, indicate by checkmark 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. ☒

Item 8.01 Other Events.

On June 23, 2017, Independent Bank Group, Inc. (the “Company”) ,announced that the Company’s subsidiary, Independent Bank, had entered into a definitive agreement to sell nine of Independent Bank’s Colorado branches to TBK Bank, SSB, a subsidiary of Triumph Bancorp, Inc. A copy of the press release regarding this transaction is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

The following exhibit is furnished as an exhibit to this Current Report on Form 8-K:

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press release, dated June 23, 2017, regarding the sale by the Company’s subsidiary, Independent Bank, of nine of its Colorado branches.

2

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: June 23, 2017

INDEPENDENT BANK GROUP, INC. (Registrant)

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

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
Exhibit 99.1	Press release, dated June 23, 2017, regarding the sale by the Company’s subsidiary, Independent Bank, of nine of its Colorado branches.

EX-99.1

Exhibit 99.1

Independent Bank to Sell Nine Colorado Branches

MCKINNEY, Texas, June 23, 2017 (GLOBE NEWSWIRE) – Independent Bank Group, Inc. (NASDAQ:IBTX), the holding company for Independent Bank, today announced that Independent Bank has signed a definitive agreement to sell nine locations in Colorado to TBK Bank, SSB, a subsidiary of Triumph Bancorp, Inc. (NASDAQ:TBK).

Of the nine branches, four are located in eastern Colorado (Akron, Otis, Sterling, and Yuma) and five are located north of Denver (Evans, Firestone, Johnstown, Longmont, and Milliken). These branches were acquired by Independent Bank as part of Independent Bank Group’s acquisition of Carlile Bancshares, Inc. and its subsidiary, Northstar Bank, which closed in April 2017.

In the transaction, TBK Bank will purchase approximately $100 million in loans and assume approximately $168 million in deposits associated with the branches for an estimated deposit premium of $7 million, or 4.17%. The actual premium will be based on a 30-day average of deposit balances at the time the transaction closes.

Independent Bank Group Chairman and CEO David R. Brooks stated, “This transaction sharpens our focus on the Colorado Front Range along I-25 through Denver, Colorado Springs and Fort Collins and improves the efficiency of our Colorado operations. We remain committed to the markets served by our nine remaining Colorado locations and, under the leadership of Colorado Market CEO Mark White, we will continue our efforts to serve these areas and expand our presence in these markets.”

The transaction is expected to close during the fourth quarter of 2017 and is subject to certain closing conditions, receipt of regulatory approval, and other customary closing conditions.

Independent Bank was advised in the transaction by Haynie, Rake, Repass & Klimko, P.C. as legal counsel. Wachtell, Lipton, Rosen & Katz acted as legal counsel to Triumph Bancorp, Inc.

About Independent Bank Group

Independent Bank Group, Inc., 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 from banking offices located throughout Texas, including the Dallas/Fort Worth, Austin and Houston areas, as well as in Colorado. For more information, please visit Independent Bank Group’s website at www.ibtx.com.

Contacts:

Analysts/Investors:	Media:
Michelle Hickox Executive Vice President and Chief Financial Officer (972) 562-9004 mhickox@ibtx.com	Peggy Smolen Marketing & Communications Director (972) 562-9004 psmolen@ibtx.com

Source: Independent Bank Group, Inc.