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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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2006 (April 28, 2006)
TEXAS CAPITAL BANCSHARES, INC.
(Name of Registrant)
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| Delaware
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000-30533
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75-2679109 |
(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
2100 McKinney Avenue, Suite 900, Dallas, Texas, U.S.A.
(Address of principal executive officers)
75201
(Zip Code)
214-932-6600
(Registrant’s telephone number,
including area code)
N/A
(Former address of principal executive offices)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 1.01 Entry into a Material Definitive Agreement
On April 28, 2006, Texas Capital Bancshares, Inc. (the “Company”) completed the private
placement of $25,774,000 aggregate liquidation amount of Floating Rate Capital Securities (the
“Capital Securities”) issued by its newly formed Delaware statutory trust, Texas Capital Statutory
Trust IV (the “Trust”). The proceeds from the sale of the Capital Securities, together with the
proceeds from the sale by the Trust of its Common Securities to the Company, were invested in
Floating Rate Junior Subordinated Deferrable Interest Debentures of the Company due 2036 (the
“Debentures”), which were issued pursuant to an Indenture dated April 28, 2006, between the Company
and Wilmington Trust Company, a Delaware banking corporation (“Wilmington Trust”), as Trustee.
Both the Capital Securities and the Debentures have the following characteristics: a term of 30
years, maturing on June 15, 2036; a floating rate of interest that resets quarterly to 1.60% above
the 3-month LIBOR rate; interest payments will be made quarterly on December 15, March 15, June 15
and September 15. The interest paid by the Company on the Debentures will be the source of funds
for the Trust to make the interest payments on the Capital Securities. Payments of distributions
and other amounts due on the Capital Securities are guaranteed by the Company, to the extent that
the Trust has funds available for the payments of such distributions but fails to make such
payments, pursuant to a Guarantee Agreement, dated April 28, 2006, between the Company and
Wilmington Trust, as Guarantee Trustee. The Debentures and Capital Securities may be redeemed at
the option of the Company on fixed quarterly dates beginning on June 15, 2011.
ITEM 9.01 Financial Statement and Exhibits.
(c) Exhibits
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10.1
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Amended and Restated Declaration of Trust for Texas Capital Statutory Trust IV by and among
Wilmington Trust Company, as Institutional Trustee and Delaware Trustee, Texas Capital
Bancshares, Inc. as Sponsor, and the Administrators named therein, dated as of April 28, 2006 |
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10.2
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Indenture between Texas Capital Bancshares, Inc., as Issuer, and Wilmington Trust Company, as
Trustee, for Floating Rate Junior Subordinated Deferrable Interest Debentures dated as of
April 28, 2006 |
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10.3
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Guarantee Agreement between Texas Capital Bancshares, Inc. and Wilmington Trust Company,
dated as of April 28, 2006 |
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.
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| Date: May 3, 2006 |
TEXAS CAPITAL BANCSHARES, INC.
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By: |
/s/ Peter B. Bartholow
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Peter B. Bartholow |
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Chief Financial Officer |
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EXHIBIT INDEX
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Description |
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10.1
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Amended and Restated Declaration of Trust for Texas
Capital Statutory Trust IV by and among Wilmington Trust
Company, as Institutional Trustee and Delaware Trustee, Texas
Capital Bancshares, Inc. as Sponsor, and the Administrators
named therein, dated as of April 28, 2006 |
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10.2
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Indenture between Texas Capital Bancshares, Inc., as
Issuer, and Wilmington Trust Company, as Trustee, for
Floating Rate Junior Subordinated Deferrable Interest
Debentures dated as of April 28, 2006 |
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10.3
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Guarantee Agreement between Texas Capital Bancshares,
Inc. and Wilmington Trust Company, dated as of April 28, 2006 |