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Section 1: 8-K (8-K)

8-K
false 0001539638 0001539638 2019-11-21 2019-11-21

 

 

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): November 21, 2019

 

TRIUMPH BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Texas

 

001-36722

 

20-0477066

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

12700 Park Central Drive, Suite 1700

Dallas, Texas

 

75251

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (214) 365-6900

 

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))

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.  

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

 

TBK

 

NASDAQ Global Select Market

 

 


Item 8.01 Other Events

On November 21, 2019, Triumph Bancorp, Inc. (the “Company”) announced the pricing of its underwritten public offering (the “Offering”) of $39,500,000 aggregate principal amount of its 4.875% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”). The press release announcing the pricing of the Offering is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer or sale of the Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering will be made only by means of a prospectus supplement and accompanying base prospectus. The Offering will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-223411) (including a base prospectus) filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2018, and a preliminary prospectus supplement, dated November 21, 2019, and the Company will file a final prospectus supplement with the SEC. Prospective investors should read the registration statement including the base prospectus, the preliminary prospectus supplement, the final prospectus supplement (when available) and the other documents the Company has filed with the SEC for more complete information about the Company, the Offering and the Notes.

Item 9.01 Financial Statements and Exhibits.

    (d) Exhibits

Exhibit
Number

   

Exhibit Title

         
 

99.1

   

Press Release, dated November 21, 2019

         
 

104

   

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


Exhibit Index

Exhibit
Number

   

Exhibit Title

         
 

99.1

   

Press Release, dated November 21, 2019

         
 

104

   

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


SIGNATURE

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.

 

 

Triumph Bancorp, Inc.

             

Date: November 21, 2019

 

 

By:

 

/s/ Adam D. Nelson

 

 

 

Adam D. Nelson

 

 

 

Executive Vice President and General Counsel

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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

Triumph Bancorp Announces Pricing of $39.5 million of Fixed-to-Floating Rate Subordinated Notes

DALLAS – November 21, 2019 (GLOBE NEWSWIRE) – Triumph Bancorp, Inc. (NASDAQ: TBK) (“Triumph” or the “Company”) today announced the pricing of its public offering of $39.5 million aggregate principal amount of its Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Notes”). The Notes were offered to the public at 100% of their face amount.

The Notes will initially bear interest at 4.875% per annum, payable semi-annually in arrears, from and including the date of issuance to, but excluding, November 27, 2024 or earlier redemption, and, thereafter, and to, but excluding, the maturity date or earlier redemption, interest shall be payable quarterly in arrears, at a floating per annum rate, determined for the applicable quarterly interest period, plus 333 basis points. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include repurchasing its securities (including its common stock), extending credit to, or funding investments in, its subsidiaries and repaying, reducing or refinancing indebtedness.

Keefe, Bruyette & Woods, A Stifel Company acted as sole book-running manager for the Notes offering.

Triumph has filed a shelf registration statement on Form S-3 (including a prospectus) with the Securities and Exchange Commission (“SEC”) which was declared effective on March 30, 2018. Before you invest in the offering to which this communication relates, you should read the prospectus in that registration statement and the preliminary prospectus supplement related to the offering and the other documents Triumph will file with the SEC for more complete information about Triumph and the offering. You may get documents for free by visiting the SEC website at www.sec.gov. Alternatively, Triumph, any underwriter, or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Keefe, Bruyette & Woods, A Stifel Company at 787 Seventh Avenue, Fourth Floor, New York, NY 10019, by e-mail at [email protected], by fax at 212-581-1592, or by calling 1-800-966-1559.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of those securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to their registration or qualification under the securities laws of any such state or jurisdiction.

About Triumph

Triumph Bancorp, Inc. (Nasdaq: TBK) is a financial holding company headquartered in Dallas, Texas. Triumph offers a diversified line of community banking, national lending, and commercial finance products through its bank subsidiary, TBK Bank, SSB. www.triumphbancorp.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Triumph’s expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in Triumph’s Annual Report on Form 10-K, filed with the SEC on February 12, 2019. Forward-looking statements speak only as of the date made and Triumph undertakes no duty to update the information.

Source: Triumph Bancorp, Inc.

###

Investor Relations:

Luke Wyse

Senior Vice President, Finance & Investor Relations

[email protected]

214-365-6936


Media Contact:

Amanda Tavackoli

Senior Vice President, Marketing & Communication

[email protected]

214-365-6930

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