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
September 30, 2020
Date of report (Date of earliest event reported)
Veritex Holdings, Inc.
(Exact name of registrant as specified in its charter)
Texas | 001-36682 | 27-0973566 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
8214 Westchester Drive
Dallas, Texas 75225
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 349-6200
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 | VBTX | Nasdaq Global Market |
Indicate by check mark 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 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 October 5, 2020, Veritex Holdings, Inc. (the “Company”) completed the issuance and sale (the “Offering”) of $125,000,000 aggregate principal amount of its 4.125% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Notes”). The Offering was completed pursuant to the prospectus, filed with the Securities and Exchange Commission as part of the Company’s Registration Statement on Form S-3 (File Number: 333-222165) (the “Registration Statement”), dated December 26, 2017, as supplemented by a preliminary prospectus supplement dated September 30, 2020 and a final prospectus supplement dated September 30, 2020, and free writing prospectuses, each dated September 30, 2020. In connection with the Offering, the Company entered into an Underwriting Agreement, dated as of September 30, 2020 (the “Underwriting Agreement”), with Keefe, Bruyette & Woods, Inc., acting as representative of the several underwriters named in Schedule A thereto. The Notes were sold at an underwriting discount of 1.5%, resulting in net proceeds of approximately $123,125,000 before deducting expenses of the Offering. The Company intends to use the net proceeds from the Offering for general corporate purposes, including the potential repayment of outstanding indebtedness, and supporting capital levels of Veritex Community Bank.
The Notes were issued under the Subordinated Indenture, dated as of October 5, 2020 (the “Subordinated Indenture”), between the Company and UMB Bank, N.A., as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of October 5, 2020 (the “First Supplemental Indenture” and the Subordinated Indenture as supplemented thereby, the “Indenture”), between the Company and the Trustee.
From and including the date of issuance to, but excluding, October 15, 2025 or the date of earlier redemption, the Notes will bear interest at a fixed rate of 4.125% per year, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021. Thereafter, from and including October 15, 2025, to, but excluding, the maturity date, October 15, 2030, or the date of earlier redemption, the Notes will bear interest at a floating rate per year equal to a Benchmark, which is expected to be Three-Month Term SOFR (each as defined in the Indenture), plus 399.5 basis points, payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2026. Notwithstanding the foregoing, if the Benchmark is less than zero, then the Benchmark shall be deemed to be zero.
The Notes are the Company’s unsecured, subordinated obligations and (i) rank junior in right of payment and upon liquidation to any of the Company’s future Senior Indebtedness (as defined in the Indenture), whether secured or unsecured; (ii) rank equal in right of payment and upon liquidation with any of the Company’s existing and future subordinated indebtedness the terms of which provide that such indebtedness ranks equally with promissory notes, bonds, debentures and other evidences of indebtedness of types that include the Notes; (iii) rank senior in right of payment and upon liquidation with the Company’s existing junior subordinated debentures underlying outstanding trust preferred securities and any indebtedness the terms of which provide that such indebtedness ranks junior to promissory notes, bonds, debentures and other types of indebtedness that include the Notes; and (iv) is effectively subordinated to all of the existing and future indebtedness, deposits and other liabilities of Veritex Community Bank and the Company’s other current and future subsidiaries, including, without limitation, Veritex Community Bank’s liabilities to depositors in connection with the deposits in Veritex Community Bank, its liabilities to general creditors and its liabilities arising during the ordinary course or otherwise.
The Notes may be redeemed at the Company’s option under certain circumstances, as described in the Indenture.
The foregoing summary of the terms of the Underwriting Agreement, the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of (i) the Underwriting Agreement, (ii) the Subordinated Indenture, (iii) the First Supplemental Indenture and (iv) the form of the Notes, each of which is attached hereto as an exhibit and is incorporated herein by reference.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
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Item 8.01. | Other Events. |
On September 30, 2020, the Company issued a press release announcing the pricing of the Offering, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
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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.
VERITEX HOLDINGS, INC. | ||
Date: October 5, 2020 | By: | /s/ C. Malcolm Holland, III |
C. Malcolm Holland, III | ||
Chairman and Chief Executive Officer |