8-K - TCBI - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 12, 2021

TEXAS CAPITAL BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34657	75-2679109
(State or other jurisdiction of<br>incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification Number)

2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.

(Address of principal executive offices)

75201

(Zip Code)

Registrant's telephone number, including area code: (214) 932-6600

N/A

(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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	TCBI	Nasdaq Stock Market
6.50% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share	TCBIP	Nasdaq Stock Market
5.75% Non-Cumulative Perpetual Preferred Stock Series B, par value $0.01 per share	TCBIO	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 ☐

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 8.01. Other Events.

On May 12, 2021, Texas Capital Bancshares, Inc. (the “Company”) issued a press release announcing the redemption on June 15, 2021, of all 6,000,000 outstanding shares of its 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference $25 per share (the “Series A Preferred Stock”) at a redemption price of $25 per share. Regular dividends on the outstanding shares of the Series A Preferred Stock will be paid separately on June 15, 2021, to holders of record as of June 1, 2021. From and after June 15, 2021, dividends in respect of the Series A Preferred Stock will cease to accrue.

On May 12, 2021, the Company also issued a press release announcing the redemption on June 21, 2021, of all outstanding 6.50% Subordinated Notes due 2042 (the “Notes”) at a redemption price equal to 100.000% of the principal amount of the Notes plus accrued and unpaid interest to but excluding June 21, 2021. The Notes have an aggregate principal amount outstanding of $111,000,000. From and after June 21, 2021, all interest on the Notes will cease to accrue.

Copies of the press releases announcing the redemption of the Series A Preferred Stock and the Notes are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release announcing the redemption of the Series A Preferred S t ock, dated May 12, 2021

99.2 Press Release announcing the redemption of the Notes, dated May 12, 2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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:	May 12, 2021	TEXAS CAPITAL BANCSHARES, INC.
		By:	/s/ Julie L. Anderson
			Julie L. Anderson<br>Chief Financial Officer

Document

Exhibit 99.1

INVESTOR CONTACT	MEDIA CONTACT
Jamie Britton, 214.932.6721	Shannon Wherry, 469.399.8527
jamie.britton@texascapitalbank.com	shannon.wherry@texascapitalbank.com

TEXAS CAPITAL BANCSHARES, INC. ANNOUNCES REDEMPTION OF 6,000,000 SHARES OF ITS 6.50% NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A

DALLAS – May 12, 2021 - Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, N.A., today announced that it will redeem all outstanding shares of its 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference $25 per share (the “Series A Preferred Stock”). There are currently 6,000,000 shares of Series A Preferred Stock outstanding.

The redemption date for the Series A Preferred Stock will be the dividend payment date on June 15, 2021 (the “Redemption Date”) and payment of the Redemption Price (as defined below) will be made on the Redemption Date. The redemption price for the Series A Preferred Stock will be $25 per share (the “Redemption Price”). Because the Redemption Date is a dividend payment date for the Series A Preferred Stock, the Redemption Price does not include declared and unpaid dividends. Regular quarterly dividends will be paid separately in the customary manner on June 15, 2021 to holders of record at the close of business on June 1, 2021. On and after the Redemption Date, no shares of Series A Preferred Stock will be outstanding and dividends in respect of the Series A Preferred Stock will no longer accrue.

The Series A Preferred Stock is held in book-entry form through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Computershare Trust Company, N.A. and Computershare Inc. (collectively, “Computershare”), Texas Capital Bancshares, Inc.’s redemption agent for the Series A Preferred Stock. Computershare’s address is as follows:

First Class/Registered/Certified

Computershare Inc.

150 Royall Street

Canton, MA 02021

(800) 546-5141

Investors in the Series A Preferred Stock should contact the bank or broker through which they hold a beneficial interest in the Series A Preferred Stock for information about obtaining the Redemption Price for the Series A Preferred Stock in which they have a beneficial interest.

About Texas Capital Bancshares, Inc.

Texas Capital Bancshares, Inc. (NASDAQ®: TCBI), a member of the Russell 2000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank, N.A., 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. Member FDIC.

Forward Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding our financial condition, results of operations, business plans and future performance. These statements are not historical in nature and can generally be identified by such words as “believe,” “expect,” “estimate,” “anticipate,” “plan,” “may,” “will,” “forecast,” “could,” “should,” “projects,” “targeted,” “continue,“ “intend” and similar expressions.

not limited to, (1) the credit quality of our loan portfolio, (2) general economic conditions in the United States, globally and in our markets and the impact they may have on us and our customers, including the continued impact on our customers from volatility in oil and gas prices, (3) the material risks and uncertainties for the U S and world economies, and for our business, resulting from the ongoing COVID 19 pandemic and any other pandemic, epidemic or health related crisis, (4) expectations regarding rates of default and credit losses, (5) volatility in the mortgage industry, (6) our business strategies, (7) our expectations about future financial performance, future growth and earnings, (8) the appropriateness of our allowance for credit losses and provision for credit losses, (9) our ability to identify, employ and retain qualified employees, (10) the impact of changing regulatory requirements and legislative changes on our business, (11) increased competition, (12) interest rate risk, (13) greater than expected costs or difficulties related to the integration and development of new lines of business, new products or service offerings and new technologies, (14) technological changes, (15) the cost and effects of cyber incidents or other failures, interruptions or security breaches of our systems or those of third party providers and (16) our success at managing the risk and uncertainties involved in the foregoing factors. In addition, statements about the effects of the COVID 19 pandemic on the firm’s business, results, financial position, liquidity and results of operations may constitute forward looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected.

These and other factors that could cause results to differ materially from those described in the forward looking statements, as well as a discussion of the risks and uncertainties that may affect our business, can be found in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and in other filings we make with the Securities and Exchange Commission. The information contained in this communication speaks only as of its date. Except to the extent required by applicable law or regulation, we disclaim any obligation to update such factors or to publicly announce the results of any revisions to any of the forward looking statements included herein to reflect future events or developments.

Document

Exhibit 99.2

INVESTOR CONTACT	MEDIA CONTACT
Jamie Britton, 214.932.6721	Shannon Wherry, 469.399.8527
jamie.britton@texascapitalbank.com	shannon.wherry@texascapitalbank.com

TEXAS CAPITAL BANCSHARES, INC. ANNOUNCES FULL REDEMPTION OF 6.50% SUBORDINATED NOTES DUE 2042

DALLAS – May 12, 2021 - Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, N.A., announced today that it will redeem all of the issued and outstanding 6.50% Subordinated Notes due 2042 (the “Notes”) on June 21, 2021 (the “Redemption Date”). The Notes have an aggregate principal amount outstanding of $111,000,000.

The Notes will be redeemed for a redemption price equal to 100.000% of the principal amount of the Notes plus accrued and unpaid interest to but excluding the Redemption Date (together, the “Redemption Price”). From and after the Redemption Date, all interest will cease to accrue on the of Notes.

The Notes are held in book-entry form through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Investors in the Notes should contact the bank or broker through which they hold a beneficial interest in the Notes for information about obtaining the Redemption Price for the Notes in which they have a beneficial interest.

About Texas Capital Bancshares, Inc.

Forward Looking Statements

Because forward looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. A number of factors, many of which are beyond our control, could cause actual results to differ materially from future results expressed or implied by such forward looking statements. These factors include, but are not limited to, (1) the credit quality of our loan portfolio, (2) general economic conditions in the United States, globally and in our markets and the impact they may have on us and our customers, including the continued impact on our customers from volatility in oil and gas prices, (3) the material risks and uncertainties for the U S and world economies, and for our business, resulting from the ongoing COVID 19 pandemic and any other pandemic, epidemic or health related crisis, (4) expectations regarding rates of default and credit losses, (5) volatility in the mortgage industry, (6) our business strategies, (7) our expectations about future financial performance, future growth and earnings, (8) the appropriateness of our allowance for credit losses and provision for credit losses, (9) our ability to identify, employ and retain qualified employees, (10) the impact of changing regulatory requirements and legislative changes on our business, (11) increased competition, (12) interest rate risk, (13) greater than expected costs or difficulties related to the integration and development of new lines of business, new products or service offerings and new technologies, (14) technological changes, (15) the cost and effects of cyber incidents or other failures, interruptions or security breaches of our systems or those of third party providers and (16) our success at managing the risk and uncertainties involved in the foregoing factors. In addition, statements about the effects of the COVID 19 pandemic on the firm’s business, results, financial position, liquidity and results of operations may constitute forward looking statements and are subject to the risk that the actual impact may differ, possibly materially, from what is currently expected.