Texas Capital Bancshares’ $5.5 Billion Merger with Independent Bank Group

Willkie and Sullivan & Cromwell represented Texas Capital President and CEO C. Keith Cargill in the transaction. Fried Frank acted as counsel to Goldman Sachs as financial advisor to Texas Capital Bank.

Texas Capital Bancshares, Inc. (NASDAQ: TCBI), the parent company of Texas Capital Bank, and Independent Bank Group, Inc. (NASDAQ: IBTX), the holding company for Independent Bank, announced they will combine in an all-stock merger of equals with a total market value of approximately $5.5 billion to create a premier, Texas-based super regional bank.

The combined company, with approximately $48 billion in assets and $39 billion in deposits, will create the largest Texas-headquartered bank by Texas deposits with a significant presence in Colorado and will provide a strong foundation to serve clients. Operating as Texas Capital under the holding company Independent Bank Group, the corporate headquarters will be located in McKinney, Texas. The Chairman, President and CEO of the combined company will be David Brooks, Independent Bank Group’s Chairman and CEO. Texas Capital President and CEO C. Keith Cargill will serve as Special Advisor to the Chairman, President and CEO and continue to assist the franchise in talent and client retention in addition to advising on key strategic initiatives.

Under the merger agreement terms, Texas Capital shareholders will receive 1.0311 shares of Independent Bank Group for each Texas Capital share they own. Former Texas Capital shareholders will own 55% and Independent Bank Group shareholders will own 45% of the combined company. Upon consummation of the transaction, the combined company expects to offer an annualized dividend on its common stock of $1.00 per share, subject to approval by the Board of Directors.

Texas Capital Bank, a commercial bank that delivers highly personalized financial services to businesses and entrepreneurs, is headquartered in Dallas with full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio.

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 in Dallas/Fort Worth, Austin, and Houston in Texas, and Denver, Colorado Springs and Fort Collins in Colorado.

The Willkie team was led by partners Steven Seidman (Picture) and Mark Holdsworth and included associate John Wright.

The S&C team was led by H. Rodgin Cohen and Mitch Eitel, and it included Marc Treviño, Davis Wang, Mehdi Ansari.

The Fried Frank team was led by corporate partner Philip Richter and included corporate associates Ryan P. Fitzpatrick and Roy Tannenbaum.

Involved fees earner: Ryan Fitzpatrick – Fried Frank Harris Shriver & Jacobson; Philip Richter – Fried Frank Harris Shriver & Jacobson; Roy Tannenbaum – Fried Frank Harris Shriver & Jacobson; Mehdi Ansari – Sullivan & Cromwell; Rodgin Cohen – Sullivan & Cromwell; Mitchell Eitel – Sullivan & Cromwell; Marc Trevino – Sullivan & Cromwell; Davis Wang – Sullivan & Cromwell; Mark Holdsworth – Willkie Farr & Gallagher; Steven Seidman – Willkie Farr & Gallagher; John Wright – Willkie Farr & Gallagher;

Law Firms: Fried Frank Harris Shriver & Jacobson; Sullivan & Cromwell; Willkie Farr & Gallagher;

Clients: C. Keith Cargill; Goldman Sachs & Co.; Texas Capital Bank;