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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/26/21 Texas Capital Bancshares Inc/TX 8-K:1,9 2/24/21 12:422K Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 27K 2: EX-1.1 Underwriting Agreement HTML 153K 8: R1 Document and Entity Information HTML 54K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- d80188d8k_htm XML 19K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.DEF XBRL Definitions -- tcbi-20210224_def XML 42K 5: EX-101.LAB XBRL Labels -- tcbi-20210224_lab XML 70K 6: EX-101.PRE XBRL Presentations -- tcbi-20210224_pre XML 44K 3: EX-101.SCH XBRL Schema -- tcbi-20210224 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K 12: ZIP XBRL Zipped Folder -- 0001193125-21-061057-xbrl Zip 47K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i February 24, 2021
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
|i Delaware||i 001-34657||i 75-2679109|
(State or other jurisdiction
i 2000 McKinney Avenue, i Suite 700, i Dallas, i Texas, i U.S.A.
(Address of principal executive offices)
Registrant’s telephone number, including area code: i (214) i 932-6600
(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:
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, par value $0.01 per share||i TCBI||i Nasdaq Stock Market|
|i 6.50% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share||i TCBIP||i Nasdaq Stock Market|
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 i ☐
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. ☐
|Item 1.01.|| |
Entry into a Material Definitive Agreement.
On February 24, 2021, Texas Capital Bancshares, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and UBS Securities LLC (the “Underwriters”), relating to the public offering (the “Offering”) of 12,000,000 depositary shares (the “Depositary Shares”), each representing a 1/40th interest in a share of the Company’s 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, liquidation preference of $1,000 per share (equivalent to $25 per Depositary Share) (the “Series B Preferred Stock”), and up to an additional 1,800,000 Depositary Shares pursuant to an option granted to the Underwriters to purchase additional Depositary Shares. 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.|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated February 24, 2021, among the Company and the Underwriters.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|Date: February 26, 2021||TEXAS CAPITAL BANCSHARES, INC.|
/s/ Julie Anderson
Chief Financial Officer
|This ‘8-K’ Filing||Date||Other Filings|
|Filed on:||2/26/21||3, 424B2|
|For Period end:||2/24/21||424B2, FWP|
|List all Filings|
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/03/21 Texas Capital Bancshares Inc/TX 424B2 1:485K Donnelley … Solutions/FA 4/29/21 Texas Capital Bancshares Inc/TX 424B5 1:482K Donnelley … Solutions/FA