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SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Delaware | 75-2679109 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite 700
Dallas, Texas 75201
(214) 932-6600
Chief Financial Officer
Texas Capital Bancshares, Inc.
2000 McKinney Avenue
Suite 700
Dallas, Texas 75201
(214) 932-6600
Norman R. Miller, Esq.
Patton Boggs LLP
2001 Ross Avenue Street, Suite 3000
Dallas, TX 75201
(214) 758-6630
Large accelerated filero | Accelerated filerþ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting companyo |
Proposed Maximum | Amount of | |||||||||||||
Title of Each Class of | Amount to be | Proposed Maximum | Aggregate | Registration | ||||||||||
Securities to be Registered | Registered | Price per Unit | Offering Price | Fee(l) | ||||||||||
Fixed Rate Cumulative Perpetual Preferred, Series A, $0.01 par value per share | 75,000 | $1,000(1) | $75,000,000(1) | $2,948 | ||||||||||
Warrant to Purchase Common Stock, $0.01 par value per share, and underlying shares of Common Stock(2) | 758,086(2) | $14.84(3) | $11,249,997(3) | $443 | ||||||||||
TOTAL: | $86,249,997 | $3,391 | ||||||||||||
(1) | Calculated in accordance with Rule 457(a) and includes such additional number of shares of Fixed Rate Cumulative Perpetual Preferred, Series A, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends or similar transactions. | |
(2) | In addition to the Fixed Rate Cumulative Perpetual Preferred, Series A, there are being registered hereunder (a) a warrant for the purchase of 758,086 shares of common stock with an initial per share exercise price of $14.84 per share, (b) the 758,086 shares of common stock issuable upon exercise of such warrant and (c) such additional number of shares of common stock, of a currently indeterminable amount, as may from time to time become issuable by reason of stock splits, stock dividends and certain anti-dilution provisions set forth in such warrant, which shares of common stock are registered hereunder pursuant to Rule 416. | |
(3) | Calculated in accordance with Rule 457(i) with respect to the per share exercise price of the warrant of $14.84. |
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We will amend and complete the information in this prospectus. The selling securityholders may not sell any of these securities or accept your offer to buy any of them until the documentation filed with the Securities and Exchange Commission relating to these securities has been declared “effective” by the Securities and Exchange Commission. This prospectus is not an offer to sell these securities and the selling securityholders are not soliciting your offer to buy these securities in any state or other jurisdiction where that would not be permitted or legal.
WARRANT TO PURCHASE 758,086 SHARES OF COMMON STOCK
758,086 SHARES OF COMMON STOCK
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• | national and local economic conditions; | ||
• | the supply and demand for investable funds; | ||
• | interest rates; and |
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• | federal, state and local laws affecting these matters. |
• | identify and expand into suitable markets and lines of business; | ||
• | build our customer base; | ||
• | maintain credit quality; | ||
• | attract sufficient deposits to fund our anticipated loan growth; | ||
• | attract and retain qualified bank management in each of our targeted markets; | ||
• | identify and pursue suitable opportunities for opening new banking locations; and | ||
• | maintain adequate regulatory capital. |
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• | actual or anticipated variations in quarterly results of operations; | ||
• | recommendations by securities analysts; | ||
• | operating and stock price performance of other companies that investors deem comparable to us; | ||
• | news reports relating to trends, concerns and other issues in the financial services industry, including the failures of other financial institutions in the current economic downturn; | ||
• | perceptions in the marketplace regarding us and/or our competitors; | ||
• | new technology used, or services offered, by competitors; | ||
• | significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving us or our competitors; | ||
• | failure to integrate acquisitions or realize anticipated benefits from acquisitions; | ||
• | changes in government regulations; and | ||
• | geopolitical conditions such as acts or threats of terrorism or military conflicts. |
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Nine Months | ||||||||||||||||||||||||
Ended September 30, | Year Ended December 31, | |||||||||||||||||||||||
2008 | 2007 | 2006 | 2005 | 2004 | 2003 | |||||||||||||||||||
Ratio of earnings to fixed charges and preferred share dividends: | ||||||||||||||||||||||||
Including interest on deposits | 1.42x | 1.32x | 1.36x | 1.61x | 1.81x | 1.34x | ||||||||||||||||||
Excluding interest on deposits | 2.52x | 2.60x | 3.03x | 3.44x | 3.18x | 1.89x |
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• | senior to our common stock and all other equity securities designated as ranking junior to the Series A perpetual preferred stock; and | ||
• | at least equally with all other equity securities designated as ranking on a parity with the Series A perpetual preferred stock, or parity stock, with respect to the payment of dividends and distribution of assets upon any liquidation, dissolution or winding-up of TCBI. |
• | purchases, redemptions or other acquisitions of our common stock or other junior stock in connection with the administration of our employee benefit plans in the ordinary course of business pursuant to a publicly announced repurchase plan up to the increase in diluted shares outstanding resulting from the grant, vesting or exercise of equity-based compensation; | ||
• | purchases or other acquisitions by broker-dealer subsidiaries of TCBI solely for the purpose of market-making, stabilization or customer facilitation transactions in junior stock or parity stock in the ordinary course of its business; | ||
• | purchases or other acquisitions by broker-dealer subsidiaries of TCBI for resale pursuant to an offering by TCBI of our stock that is underwritten by the related broker-dealer subsidiary; | ||
• | any dividends or distributions of rights or junior stock in connection with any shareholders’ rights plan or repurchases of rights pursuant to any shareholders’ rights plan; | ||
• | acquisition of record ownership of junior stock or parity stock for the beneficial ownership of any other person who is not TCBI or a subsidiary of TCBI, including as trustee or custodian; and | ||
• | the exchange or conversion of junior stock for or into other junior stock or of parity stock for or into other parity stock or junior stock but only to the extent that such acquisition is required pursuant to binding contractual agreements entered into before January 16, 2009 or any |
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subsequent agreement for the accelerated exercise, settlement or exchange thereof for common stock. |
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• | any amendment or alteration of the certificate designations for the Series A perpetual preferred stock or our certificate of incorporation, as amended, to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock ranking senior to the Series A perpetual preferred stock with respect to payment of dividends and/or distribution of assets on any liquidation, dissolution or winding up of TCBI; | ||
• | any amendment, alteration or repeal of any provision of the certificate designations for the Series A perpetual preferred stock or our certificate of incorporation, as amended, so as to adversely affect the rights, preferences, privileges or voting powers of the Series A perpetual preferred stock; or | ||
• | any consummation of a binding share exchange or reclassification involving the Series A perpetual preferred stock or of a merger or consolidation of TCBI with another entity, unless the shares of Series A perpetual preferred stock remain outstanding following any such transaction or, if TCBI is not the surviving entity, are converted into or exchanged for |
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preference securities and such remaining outstanding shares of Series A perpetual preferred stock or preference securities have rights, references, privileges and voting powers that are not materially less favorable than the rights, preferences, privileges or voting powers of the Series A perpetual preferred stock, taken as a whole. |
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• | as consideration for or to fund the acquisition of businesses and/or related assets; | ||
• | in connection with employee benefit plans and compensation related arrangements in the ordinary course and consistent with past practice approved by our board of directors; | ||
• | in connection with public or broadly marketed offerings and sales of common stock or convertible securities for cash conducted by us or our affiliates pursuant to registration under the Securities Act, or Rule 144A thereunder on a basis consistent with capital-raising transactions by comparable financial institutions (but do not include other private transactions); and | ||
• | in connection with the exercise of preemptive rights on terms existing as of January 16, 2009. |
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• | on any national securities exchange or quotation service on which the preferred stock or the common stock may be listed or quoted at the time of sale, including, as of the date of this prospectus, the Nasdaq Global Select Market in the case of the common stock; | ||
• | in the over-the-counter market; | ||
• | in transactions otherwise than on these exchanges or services or in the over-the-counter market; or | ||
• | through the writing of options, whether the options are listed on an options exchange or otherwise. |
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• | 75,000 shares of Series A perpetual preferred stock, representing beneficial ownership of 100% of the shares of Series A perpetual preferred stock outstanding on the date of this prospectus; | ||
• | a warrant to purchase 758,086 shares of our common stock, representing beneficial ownership of approximately 2.39% of our common stock as of January 31, 2009; and |
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• | 758,086 shares of our common stock issuable upon exercise of the warrant, which shares, if issued, would represent ownership of approximately 2.45% of our common stock as of January 31, 2009. |
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• | Our Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 26, 2008. | ||
• | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed on May 2, 2008, our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed on July 31, 2008, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed on October 30, 2008. | ||
• | Our Current Reports on Form 8-K filed on January 17, 2008, April 11, 2008, April 18, 2008, July 18, 2008, September 8, 2008, October 23, 2008, November 18, 2008, January 6, 2009 and January 16, 2009. | ||
• | The description of our common stock contained in the Registration Statement on Form 10 filed on August 24, 2000. |
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SEC Registration fee | $ | 3,391 | ||
Legal fees and expenses | $ | 25,000 | ||
Accounting fees and expenses | $ | 10,000 | ||
Other | $ | 9,000 | ||
Total Expenses | $ | 47,391 |
Exhibit | ||
No. | Description | |
3.1 | Certificate of Designations (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
4.1 | Form of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, Par Value $0.01 per share (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) |
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Exhibit | ||
No. | Description | |
4.2 | Letter Agreement, dated as of January 16, 2009, between the Registrant and the United States Department of the Treasury (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
4.3 | Warrant to Purchase Shares of Common Stock, dated January 16, 2009, to purchase shares of Common Stock of the Registrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
5.1 | Opinion of Patton Boggs LLP | |
12.1 | Statement of ratios of earnings to fixed charges | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Patton Boggs LLP (included in Exhibit 5.1) | |
24.1 | Power of Attorney of certain officers and directors (located on the signature page to the Registration Statement) |
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TEXAS CAPITAL BANCSHARES, INC. | ||||
By: | /s/ George F. Jones, Jr. | |||
George F. Jones, Jr. | ||||
President and Chief Executive Officer | ||||
Signature | Title | |
/s/ George F. Jones, Jr. | President, Chief Executive Officer and Director (Principal Executive Officer) | |
/s/ Peter B. Bartholow | Chief Financial Officer and Director (Principal Financial Officer) | |
/s/ Julie Anderson | Controller (Principal Accounting Officer) | |
/s/ James R. Holland, Jr. | Chairman of the Board and Director |
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Signature | Title | |
/s/ Joseph M. Grant | Director | |
/s/ Frederick B. Hegi, Jr. | Director | |
/s/ Larry L. Helm | Director | |
/s/ Walter W. McAllister III | Director | |
/s/ Lee Roy Mitchell | Director | |
/s/ Steven Rosenberg | Director | |
Director | ||
/s/ Robert W. Stallings | Director | |
/s/ Ian J. Turpin | Director |
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Exhibit | ||
No. | Description | |
3.1 | Certificate of Designations (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
4.1 | Form of Certificate for the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, Par Value $0.01 per share (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
4.2 | Letter Agreement, dated as of January 16, 2009, between the Registrant and the United States Department of the Treasury (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
4.3 | Warrant to Purchase Shares of Common Stock, dated January 16, 2009, to purchase shares of Common Stock of the Registrant (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on January 16, 2009 and incorporated herein by reference) | |
5.1 | Opinion of Patton Boggs LLP | |
12.1 | Statement of ratios of earnings to fixed charges | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Patton Boggs LLP (included in Exhibit 5.1) | |
24.1 | Power of Attorney of certain officers and directors (located on the signature page to the Registration Statement) |
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